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The
Small
Business Advisor
Newsletter for December,
1996
CONTENTS
Notes, tips, etc
U.S. Government book
special offer
SCORE
SBA
Postage Meters
So You Think You Want
to Buy A Business!
How to select the right
specialist for your business needs in 5 easy steps
How to get started on
your business plan
NOTES, TIPS, etc
Call your credit card
company and request they delete your yearly fee. 99% of the time they
will do it to keep you as a customer. Quick way to save $15-25!
A great way to quickly
research a business that interests you is to visit the library and review
their periodical index for relevant magazines. Get current copies and
scan them for ideas, vendors, marketing ideas, etc.
SCORE (Service
Corps of Retired Executives), sponsored by The U.S. Small Business Administration
(SBA), now offers FREE counseling via email. SCORE has about 12,300 member
volunteers nationwide. The SCORE program matches a small business that
wants help to an experienced and trained volunteer. These volunteers share
their expertise with small businesses. Find a listing of e-mail addresses
at their website.
The SBA (Small
Business Administration) is a fantastic source of information for the
entrepreneur and small business owner. Call them toll-free at 1 800 827
5722 or visit their website.
POSTAGE METER.
If you are spnding more than a few dollars per month or making daily trips
to the post office (a real time waster!) you should consider a postage
meter. We recently took advantage of Pitney Bowes free 3-month trial offer.
Try it for 3-months (you must purchase the postage of course - choose
anywhere between $50 and $300) and, if not satisfied, return it with no
further obligation. If you keep it, the meter cost $19.75 per month and
the neat digital scale another $5.00 per month. You also get four free
meter resets per year. Call Pitney Bowes at 1 800 546 9397.
SO YOU THINK YOU
WANT TO BUY A BUSINESS!(c)
Article by Russell Lee
Brown BSEE, MBA "Caveat
Businessus Emptor" (Let The Business Buyer Beware)! So
you're thinking about buying an operating business that's for sale! That's
great because small business ownership can be one of the most self-satisfying
and personally rewarding things that you can do. But, don't do another
thing before you read this article! Don't make the same mistakes that
many others have made when buying a business and take the unnecessary
risk of turning your dream of being your own boss into a financial and
emotional nightmare!!
I've been a business
broker for many years and I've successfully brokered the sale of hundreds
of operating businesses and franchises. But, I'm always amazed at how
much potential buyers trust business brokers and sellers. I'll tell you
straight out, business brokers and sellers are not on your side! In many
cases the business broker is only interested in closing the deal, no matter
what the consequences are to either the buyer or the seller. Remember,
for a broker if there's no deal --there's no commission! No matter how
nice a business broker is or how helpful he seems to be, remember it's
the seller who pays the broker and it's the commission from the sale price
that pays his bills. The higher the sale price, the bigger the commission.
And if no sale takes place, no commission at all.
If you think the broker's
going to hold your hand through the process, you're absolutely right.
He's going to hold your hand all the way to the bank. But don't be fooled
by the nice suit and friendly smile. The more the broker can convince
you to pay for a business and overlook any skeletons in the closet, the
happier he'll be. Don't forget, whether or not the broker feels that you
can succeed in this business or make a profit at it doesn't necessarily
affect him. The only thing that affects the broker is the sale of the
business and its price. There are many reputable brokers and sellers out
there who will treat you in an ethical manner but you still have the problem
of the fact that they represent the seller and themselves, not you. So
what can you do to avoid making possibly the biggest financial mistake
of your life? Get as much information as you can so that you'll know what
to watch out for as you negotiate to buy a business. Don't believe anyone
without checking the facts and independently verifying them. Here's some
of the key things you should know about before buying an operating business.
A Business is Worth
Only Whatever Someone Is Willing To Pay For It!
Valuing the business
is not as hard as you think, but you should never rely on a broker's or
seller's estimate as to what a business is worth. Remember that buying
a business is fundamentally an investment and consequently the business
is worth only as much as its ability to generate a profit for you based
on how much money you must put into it. If you're going to work in the
business as most people do, then the business should also pay you a fair
wage in addition to the profit that it produces. The best way to determine
a business's value is to work backwards from the available profit that
a seller can prove to you. This will at least get you to a point where
serious negotiations can then take place.
For example, let's
say that a business has a total of $100,000 pre-tax profit (proven by
IRS tax returns for at least the latest full year of operation), before
allowing for an owner/manager's wage. You plan to work full time in the
business (and believe me, you probably will!), and a fair wage for the
work if you were to hire someone to do it is $40,000. That leaves $60,000
of available profit to work with. But don't forget to allow for the income
taxes that you'll have to pay on this. The taxes will probably be about
$18,000 depending on the state and city the business is in, plus other
personal factors (figure at least 30%). That gets you down to about $42,000
of profits left to be able to either pay off the debt you incur to buy
the business or to provide you with a reasonable return on your cash investment
(if you're lucky enough to have enough cash to buy the business outright!).
There are many ways
to work with this $42,000, but most people and organizations who lend
money to buy a business, whether they are the sellers themselves or others,
want to see a relatively short payoff term (let's say 5 years) and a fair
interest rate on the money (let's say 10%). When you do the math to determine
the value of $42,000 yearly payments for 5 years at 10% interest, the
amount turns out to be about $165,000. During negotiations, you can vary
the value of the business up or down fairly significantly by changing
the time period used and the interest rate paid. However, this is the
approximate total value of the business and a good starting point for
negotiations.
When I say total value
of a business, I really mean total. The total value and therefore the
business's selling price must include all closing costs, assets, transfer
and franchise fees, etc. Remember, a business is worth only as much as
its ability to pay itself off over a reasonable period of time and then
to produce a profit for you. Of course, if you change the time period
for payoff of the purchase price, the interest rate, the anticipated taxes,
the down payment and other factors, the price you can afford to pay for
the business can go up or down substantially.
Most Sellers "Stretch
The Truth" Or Downright Lie About Unreported Cash Sales!
One of the biggest
problems in the valuing of small businesses for sale is the frequent claim
by the sellers that they are taking large sums of unreported cash out
of the business and therefore, the "profits" won't support the asking
price of the business. But "trust them" they say, the cash will be there
for you! My advice is to ignore all claims of unreported cash income!!
How do you know the seller is telling you the truth? If the seller will
cheat the IRS, why won't he cheat you? And do you really think the seller
will admit to you, a stranger, that he is committing what could be a criminal
felony if he thought that it could be proven? If the business's reported
sales and profits as evidenced by the IRS income tax returns don't support
a reasonable asking price for the business, walk away. Find another business
to buy that is run on the up and up. It's your money and time you are
about to risk -- don't risk it foolishly.
Always Assume That
There Are Skeletons In The Closet!
Other things that you
must watch out for are the "skeletons in the closet." These are hidden
problems that many businesses have and which may be motivating the seller
to unload. You'll have to be sort of a detective to find these, but I'll
list a few here so you get the idea of what to look for:
- credit problems
with banks and/or suppliers
- personal affairs
of the seller that may affect his ability to sell the business (e.g.,
* divorce, death of a partner, argument with a partner, etc...)
- historic downward
business trends in the seller's particular industry
- downward business
trends for this business in particular
- recent bad publicity,
bad reports at the Better Business Bureau, etc.
- expiring patents,
licenses, franchise agreements, etc...
- changing franchise
terms that will increase operating expenses
- an impending or
actual zoning change that will hurt business expansion
- major new competition
(such as a new shopping center)
- increasing difficulty
or expense in getting raw materials, products, or services
- the potential non-renewal
of a major sales account
- significant increases
in rent to be expected (if the business space is leased)
- unapproved existing
variances in violation of zoning regulations
- leases that are
non-asignable or non-renewable
- legal claims, encumbrances,
and liens against the business
- pending litigation
against the business
- state and/or federal
law violations that will require a major expense to correct
- poor management
of capital assets requiring near-term replacement
- obsolete machinery,
overvalued inventory
- partner and/or
shareholder who may not concur with the seller's desire to sell
- unpaid taxes (income,
sales, FICA)
- product obsolescence
- potential major
increase in product liability insurance
- potential labor
union or other employee related problems
- inability of a
buyer to replace a "superman" employee
- non-compliance
with environmental and/or safety requirements
- recent suspension
of a liquor license for regulation violations
- need to hire a
policeman to handle rowdy customers at certain times
So What Should You Do?
Although buying an
operating business is filled with many potential pitfalls, it is still
one of the best ways for a beginner to get into business. An existing
operating business has a proven track record, an existing customer base,
a well known name, location, marketing and sales strategy, etc. If you
buy the business properly, without overpaying and not taking on any fatal
skeletons in the closet, you'll have your instant piece of the American
dream to be your own boss and to control your own financial destiny. Get
all of the information you can to educate yourself about what to look
for and what to look out for. Study the particular business that you are
interested in and don't let anyone push you into buying. Tens of thousands
of successful business sales take place every year and the key to a successful
transaction is information and knowledge on the part of the buyer and
the common sense to apply it.
This article was written
by Russell Lee Brown, BSEE, MBA, author of the newly published "Secrets
To Successfully Buying And Selling A Business!(c) (Confessions of a Business
Broker)" Copyright 1996. The book can be ordered or more information about
it and the business titles offered by RDS Associates can be obtained by
writing to the publisher or contacting them at rds@busopsearch.com (e-mail),
visiting them at their web site at http://www.worldprofit.com/infomall/inrds.htm,
or calling 1-800-363-8867.
HOW TO SELECT THE
RIGHT SPECIALIST FOR YOUR BUSINESS NEEDS IN 5 EASY STEPS
(This information was
excerpted from Arthur A. Hawkins II's book "THE Self- Employment Resource
Guide" ($25). Information Research Lab 9824 Western Avenue, Suite 144,
Dept.SBAdvisor, Evergreen Park, Illinois 60805. aah989@hecky.acns.nwu.edu)
SPECIALISTS: consultants
(including management, marketing, computer), lawyers, accountants, financial
planners, stockbrokers, doctors, real estate agents, insurance brokers,
etc.
1) CREATE A PERSONAL
LIST OF BUSINESS PROFESSIONALS Do your homework. Define the problem, situation
or opportunity. Determine exactly what you want to accomplish (make a
checklist) and if there's a need for a specialist. Define the scope of
the project and the amount you can spend.
Next contact the people
and sources listed immediately below to find out what services are available,
who provides what you need and to confirm your homework.
TESTIMONIALS: ask friends,
relatives, associates and clients for recommendations and who they use.
REFERRALS: contact
trade groups, associations, business schools, chambers of commerce, etc.
Also contact groups you belong to, local clubs, specialty groups (e.g.,
[local] American Bar Association) and the Information Superhighway- world
wide web, online services, bulletin boards (bbs), computer user groups.
Ask them for industry information and a list of hiring guidelines, standard
rates (including fees & expenses) and recommended professionals.
Now you've created
a list of prospective business professionals.
2) THE THIRD DEGREE
Warning: Don't just rely on the hearsay evidence of testimonials and referrals.
Use your own judgment. Question both the source and those being recommended.
Here's what to ask referrers and contacts:
Here's (approximately)
what I need: Who
do you recommend? how highly?
How long have you been
their client?
What exactly did they
do for you?
Have there been any
problems or disputes?
Were they resolved to
your satisfaction?
Would you rehire them?
why?
Are you charged fairly?
What do you consider
to be a fair price range?
Is there anything else
I should know about this professional?. . . 3)
FIELDER'S CHOICE
Develop an "all-star"
list based on the answers you received from step #2.
4) THE FINAL CUT
You've got the "all-stars",
now what do you do? Find someone you feel comfortable with that excels
at the task and fits your budget. Contact the Better Business Bureau to
see if there are any complaints against them. Now it's time to contact
the remaining specialists directly and ask the following questions:
Why should I hire you?
Would you hire you? Can you give me a client/reference list? Can you offer
me something others in your industry can't? what? How long have you been
in this industry? What degrees/certificates do you hold? How did you get
into this industry? Are you a member of any industry trade groups? which
ones? How will I be charged? are these standard industry rates? are these
your regular rates? Will you itemize all fees and expenses? Are there
any hidden costs or fees? what? What information will you need? How can
I contribute? What will I be required to do? When can you start/finish?
Can you write up a proposal for me? Do you offer any guarantees? what?
Do you mind if I verify what you say? If things go wrong, what happens?
Will you put everything you say in writing?. . .
5) PLAY BALL
Finally, review all
the information you've accrued to find the competent specialist you feel
most comfortable working with.
HOW TO GET STARTED
ON YOUR BUSINESS PLAN
by Jackie Delienne,
Figtree Strategies
You know you should
do one, but maybe you're having trouble getting started. One way is to
talk to yourself. Keep a tape recorder going as you sit and talk to an
invisible TV audience.
Tell why you're starting
this business. Talk about what kind of people your business will help.
Tell how it is that your business is especially suited to serve this market.
Go on to describe what
kind of business you want to have in 5 years, how many customers, what
kinds of products, services, and locations, how much cash in reserve accounts,
what kind of co-workers.
Then, another day,
type out what you have on your cassette. Keep very wide margins. That
way, as you type you can put down questions and additional information
as they come to mind.
Read aloud what you've
written and tell a radio audience this time about your expected sales
for next year. Tell them about all the actions you will be taking to generate
those sales.
When you type from
this second cassette, you will have the first steps of your cash budget.
The two cassettes together and your typed and marked-up notes give you
a good running start on your business plan.
If you would like to
receive a free, updated checklist for business plans, just E-mail Jackie
Delienne at Figtree Strategies; figtree@sccoast.net. Include "advisor
checklist" in the subject line. Also visit the Figtree Strategies webpage
at http://www.inc.com/users/jdelienn.html .
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