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A Basic Guide for Buying 
and Selling a Company 
by Wilbur M.Yegge
Click here to find out moe
The publisher, JohnWiley & Sons. This outstanding guide contains all the essentials with regard to the interaction of people transacting for small businesses and how to maximize your chances to obtain fair deals. Explains how to effectively use a business broker, methods of payment available to the buyer, deal with an attorney, how the seller prices the company, and much more. 
*
 
YOUR  OPTIONS
Once you have an idea for an enterprise - basically, you have to consider 3 options:
STARTING BUSINESS FROM SCRATCH
BUYING AN ESTABLISHED BUSINESS
BUYING A FRANCHISE
It is important to weigh the advantages and disadvantages of all three options.
STARTING  A  BUSINESS FROM SCRATCH
This is the route for the most first-time entrepreneurs. It's more challenging than the other options and if the business is successful, the entrepreneur will have a tremendous sense of satisfaction.
It's like dream come true. Any business involves some element of risk, however, and starting from scratch can be very risky, but it offers the individual the greatest amount of personal freedom in determining company direction, development and new markets.  Risk tends to be the highest in new business and most new businesses don't make it.
Starting a business requires spending time on planing and clearly understanding how it will operate. The owner manager often must be all things to the business. This means long hours, having a clear understanding of all business aspects and a need to follow a predetermined course. Failure to do so often leads to a breakdown in business functions, loss of control of the business's direction and an inability to determine where the company stands in the marketplace.
All too often, a person with a little money and an interesting idea tries to start a new business and ends up as an unhappy statistic after a year of operation. 

ADVANTAGES
Potential for lower overhead and lower start-up costs.
Gives ability to enter new markets or introduce new products.
Allows greatest personal freedom.
Gives ability to change business practices or directions quickly.

DISADVANTAGES
Involves greatest risk.
Requires a significant personal and business planing.
Clientele must be developed.

BUYING  AN  ESTABLISHED  BUSINESS
Some people feel that buying an established business is a reliable short-cut to becoming a successful entrepreneur. The existing business offers many advantages such as an established business method, clientele, profit picture, perhaps premises and inventory and very often a reputable name. However, one very important question must be answered ; why is the business for sale?
As with any short-cut, however , there is a price to pay, and in this case there are really two
" prices ". One is money, and the other is time and effort.
If you buy a prosperous business, the money you give for goodwill ( the good reputation of the business ) is paying for these advantages. This may be money well spent. On the other hand, it may be money wasted if the business is really failing or has unforeseen problems.
Before purchasing a business, insist on reviewing financial statements for as many previous years as possible ( up to five years ). Obtain lists of clients or customers and suppliers. All leases and outstanding contracts must be reviewed.  The decision to buy should not be made lightly, get professional advice ( an accountant to review financial information and a lawyer to review leases etc., )before purchase agreement. 

ADVANTAGES
Limited risks.
Success of the business location has been proven.
Cash flow begins immediately with sales to established customers.
Employees may already be trained and knowledgeable.
New owner inherits the goodwill and reputation.
Inventory already exists and suppliers are known.
Relationships with suppliers, bankers, and so on, are established.
Business is equipped and furnished.

DISADVANTAGES
Location, if not satisfactory, is difficult to change.
There is potential for decrease in sales because owner's departure could result in loss of loyal customers.
Some employees who stayed with the business may not be assets.
Inventory may be out of date, overpriced, or not to the new owner's liking.
Business may require expensive modernization.
Seller may have hidden reasons for selling business.

Each year many small businesses are bought and sold. A lot of key issues must be considered before you complete the final purchase. Two of the most important issues are the following: 

1. Why is the business for sale?
2. How much should you pay for the business? 

WHY IS THE BUSINESS 
FOR SALE?
Owners sell their business for a variety of reasons:

The owners wants to retire.
Too much capital is required to modernize or expand the business.
The owner is frustrated.
The owner is moving on to a new and more challenging business enterprise.
The business is growing to fast for the owner to handle alone.
The owner has lost the lease at the business present location.
New government regulations require modification to the business ( for example, pollution control devices or zoning restrictions ).
The owner, a member of the owner's family, or a key employee is not well.
Competition is increasing and causing the business' sales to fall.
The surrounding population is changing, and newer businesses are more able to adopt to the changing consumer tastes. 

Remember, before you invest - investigate!

HOW MUCH SHOULD YOU PAY?
Looking at the past performance of a business can give you a great deal of information about its potential value. If the owner refuses to show you the past records, don't buy the business. There are many business for sale, and most owners are willing to cooperate with serious buyers. 

When reviewing the financial history of a business, go back five years if possible. There are two main financial statements that you or your accountant should review. Those are:

1. BALANCE SHEET 
2. INCOME STATEMENT 

The BALANCE SHEET shows the value of the assets and liabilities of a business on a specific date. It shows what the business is worth on that date if the owner sold all the business's assets and paid all its bills. 

The INCOME STATEMENT indicates the amount of profit (or loss) acquired over a period of time. Most businesses prepare an income statement every three months to see if the business is in good financial health. The income statement lists the income of the business along with its expenses. The difference between income and expenses equals the profit or loss of the business. 

From the balance sheet and income statement, the owner or potential buyer of a business can find out the following: 
Whether the expenses of the business are in line with its sales.
How much profit the business is earning.
Whether the business owes too much money.
Whether the customers are paying their bills on time.
Whether the inventory (merchandise available for sale) is selling as quickly as it should be.

IF INTERPRETING FINANCIAL STATEMENTS IS NOT YOUR AREA OF EXPERTISE, YOU SHOULD CONSULT A PROFESSIONAL ACCOUNTANT BEFORE MAKING ANY PURCHASE DECISIONS.

Tips & Traps When Buying a Franchise 
by Mary E. Tomzack
Mary E. Tomzack is a noted franchise expert. She is President of FranchiseHelp, Inc., an information and research company which services prospective franchisees, multi-unit franchisees, franchise lending companies, investors and independent businesses seeking to become franchises. Ms. Tomzack is also the author of Going Global: Strategies and Techniques for New Multi Nationals (published by the Economist Intelligence Unit). She has been part-owner of two franchised businesses and previously founded and managed a company which manufactured and marketed women’s fragrances.
If you have time to read only one book about franchising, make it this one. Tips & Traps is a fast read with all the information you need to make a good decision. 
Insider Secrets Revealed 
· How to select the best franchise for your personal finances and lifestyle 
· The hottest franchise opportunities to take you into the 21st Century 
· Sources of financing-- why it’s never been better 
· How to navigate the legal maze, understand the fine points of the franchise agreement 
· How to avoid last-minute deal breakers 
· Why co-branding makes sense 
· How the franchisor’s financials affect your business 
· How to build a business empire with franchises 
· And much, much more
Franchising 101 by The Association of Small Business Development Centers, Ann Dugan (Editor)
This new definitive guide provides clear, concise explanations for finding, buying, operating & growing a successful franchised business from top experts from the ASBDC and the American Association of Franchisees and Dealers (AAFD). 
Checklists, forms, worksheets, and easy to follow strategies along with a sample franchise business plan and contract allow readers to discover how to: evaluate a franchise opportunity, develop forecasts and budgets, estimate start up costs, and get financing.
FRANCHISE
Franchising is essentially a marketing technique used by many companies to expand operations (distribute products and services ) without the owners having to raise more money or capital themselves. 
Business owned as a sole proprietorships, partnerships, and corporations can all decide to franchise their operations. The franchisor supplies the product or service to the franchisee who in turn makes it available to the consumers. A franchise is license granted by a corporation to sell a particular product or a service in a given area and in many cases provides equipment, supplies and expertise to a franchisee in exchange for a fee and royalties on sales.
Franchising is a two-way street. For a new franchise to succeed, the franchisee must agree to follow all the rules and regulations set out in the agreement. In return, the franchisor often give the franchise help to choose a good location, provide advertising, suggest special promotions, and help to buy equipment and supplies. What's more, a good franchisor will supervise quality control and keep you up-to-date on new products and research. Some franchisors even provide accounting service.
However, not all franchises are successful. People who dream of buying a franchise should investigate the parent organization and its rules carefully. They should also talk to other franchisees before making a decision.
Franchising isn't for everyone. If you are too independent and too entrepreneurial to accept rules and regulations which someone else has instituted, then franchising may not be for you. It is a fundamental requirement in franchise system that each unit within that system appears to be similar in almost everything.
Although franchising is an attractive alternative to being an entrepreneur it may still be the risk of failure in the process of developing and a full range of support services may not be in place. There is a considerable difference between a mature franchisor with a successful track record in an established market and a new franchise system based on an unproved business concept.
There are many publications which list available franchises, in order to avoid a costly mistake just shop around to find out franchises that best suit your skills and taste.
Hire an accountant or financial advisor to evaluate the franchises that interest you.
Engage a lawyer who specializes in franchise-related matters to review all of the documents and explain every clause of the franchise agreement.
Request a list of all franchisees with their locations and discuss with a number of them success and profitability of their outlets.
In some ways, buying franchise is like starting a business from scratch. In other ways it is like buying an established business with a recognized name and product.
The cost of buying a proven franchise is high because the risk is lower.
Many people feel that buying a franchise is good way to get started in business. 
FRANCHISING ADVANTAGES
Public instantly recognizes the franchise name.
Franchisor provides training for franchisee.
Best locations are already researched and selected.
Even if franchisees are inexperienced, they can use the expertise of the parent company to help them succeed and pull in clientele.
All operating decisions are made for the franchisee, living no guesswork when it comes to marketing, decor, pricing etc.
A quick return on the investment.
FRANCHISING DISADVANTAGES
Entrepreneur gives up the freedom of decision-making.
The risk is still significant.
You may run into problems if the parent company goes bankrupt- even if you running your own franchise business successfully.
Profits are always shared.
Initial capital outlay is large.
Franchise must obtain product and / or supplies from franchisor.
Strict rules must be adhered to. 
FRANCHISING RULES
When a person (called the FRANCHISEE) decides to buy a franchise, he or she enters into a licensing agreement with the parent business (called the FRANCHISOR). The franchisee must supply the money needed to start the franchise and must follow the rules established by the franchisor. These rules are usually very strict and often include details such as:
Where the business may locate.
The type of building that must be used.
The suppliers that must be used.
What equipment must be bought and from whom.
The quality of the products sold.
The quality of the services provided.
Special training courses that the franchisee must attend.
The percentage of profit or revenue that must be paid to the franchisor.
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Mergers and Acquisitions from A to Z: Strategic and Practical Guidance for Small & Middle Market Buyers and Sellers -by Andrew Sherman
Click here to find out more
Here is a practical guide to the $500 billion-a-year mergers and acquisitions market for the buyers & sellers of companies, their advisors and associates. From analyzing financial gain to structuring documentation, this book provides information on the entire spectrum of the M&A transaction
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