Friday, October 21, 2011

WALL STREET PROTESTERS SPEAK THEIR MIND: PROVE THAT THEY HAVE NO MIND OR EVEN ANY FACTS...FUNNY HOW ONE CAN BELIEVE THINGS THAT ARE NOT TRUE


Katherine Ernst
You Say You Want a Revolution
What do the Wall Street protesters want? You know, stuff . . .

F. D. ROSEVELT KNOWS WHAT TO DO. So reads a patch of the cardboard-carpet corner of Zuccotti Park, Lower Manhattan home base for the “Occupy Wall Street” protest. There was a second “o” above “Rosevelt,” with an arrow pointing between letters “o” and “s,” lest you think the erstwhile revolutionary who inked the sign is a few bongos short of a drum circle. When “the world is watching,” though, you should probably make sure your ace spell-checker is on duty.

The cardboard carpet is both adorably predictable and a little creepy: BILDERBERGERS WE KNOW WHERE YOU LIVE; MY PARENTS WERE FORCED FED A PREDATORY LOAN THEY COULDN’T AFFORD! THANKS HANK PAULSON!; WHERE’S MY FORESKIN? END MALE GENITAL MUTILATION. On one side, Japanese tourists take pictures and Scoop Bradys like me take notes; on the other, drab students scribble more bon mots, play guitar, or catch some shut-eye on a sea of cruddy tarps. There’s the obligatory drum circle to the east, a little cigarette-rolling enclave in the back. The ambitious give out pamphlets around the perimeter.

I chatted with some of the throng. All wanted me to know they were speaking only for themselves, not the group. So what’s the endgame here? “Uh . . . that’s hard to explain,” said Moses, a nice young man. His answer was a nonsensical roundabout, but he used the phrase “socio-economic” a lot. He implied he was unemployed, so I inquired about a dream job. “To be a decent human being . . . to not live in reaction to a market.” Gotcha.

Becca, a sweet “organic gardener” from Brooklyn, was there to “end a capitalist system that treats people like cattle” and live in an America where everyone has “equal wealth.” She wanted a country with a “high tax,” a la “Sweden and Finland,” to ensure “personal well-being.” (Those Scandinavian examples both have a much lower corporate tax rate—26 percent and 26.3 percent, respectively— than the U.S.’s 35 percent rate, but let’s not get hung up on details.) Then the irony gods flexed their muscles as a friend interrupted Becca; she handed him her Visa card to order something over the phone. The revolution will not be televised, but it will be magnetized.

Most everyone is aware of how unserious Occupy Wall Street is. The New Republic mocks it. Salon laments its fecklessness, and then curses Fox News for noticing it. Mother Jones sheepishly dubs the childish schizophrenia “The Kitchen Sink Approach” in a piece on the movement’s inertia. Nicolas Kristof of the New York Times, who must’ve seen Zuccotti Park through beer goggles, concedes: “Where the movement falters is in its demands: It doesn’t really have any. . . . So let me try to help.” He then offers some straight-laced financial bullet points, some nice tax n’ trade talk, as though the protesters just needed Dad to take off the training wheels so they can speed off by themselves into adulthood.

As much as the Zuccotti kids like to compare themselves with the “Arab Street,” they’re really much closer, I think, to their cousins across the pond. A Q&A with some of those rioters on the BBC swiftly became infamous. What are you all raising hell for, asked the Beeb, after two young girls giggled over their “free alcohol!” “It’s the government’s fault. I don’t know,” admitted one. “Conservatives,” chirped her friend. “Yeah, I forget who it is. I don’t know.” They eventually settled on an answer: “It’s the rich people, the people that got businesses, and that’s why all of this is happening, because of rich people. So we’re just showing the rich people we can do what we want.”

There’s this running gag on the Internet where, whenever someone makes a mountain out of a molehill—“GRRR! Glee sucking this season!!! FML!!!—someone retorts, “#FirstWorldProblems.” Three simple words, but they illustrate one’s lack of proportion with comparative ease. When life is exponentially easier for you than it was for most of the world throughout most of human history— right up until the mid-twentieth century—boredom creates a vacuum. To be a hero, you have to create your own dragon to slay. But fighting real oppression, the kind ayatollahs dispense daily? Too brutal, too gauche. Mastering the intricacies of credit-default swaps so as to articulate an effective reform of the broken financial system? Way too tough. Better to create a dragon that can only be slain with performance-art zombie metaphors.

Indeed, any honest contact with this group brings to mind some textbook Eric Hoffer, True Believer stuff:

The permanent misfits can find salvation only in a complete separation from the self; and they usually find it by losing themselves in the compact collectivity of a mass movement. By renouncing individual will, judgment and ambition, and dedicating all their powers to the service of an eternal cause, they are at last lifted off the endless treadmill which can never lead them to fulfillment.

New York magazine polled “100 protesters who are in it for the long haul.” The numbers: 50 percent of the group is aged 20-29 (a whopping 60 percent are under 30), 66 percent are male, and 55 percent didn’t vote in the last election (you might want to try the ballot box first, guys). The real takeaway is this, though: 34 percent are “convinced the U.S. is no better than, say, Al-Qaeda.” In other words, a significant percentage of this tiny-but-loud group of protesters are chasing a dragon.

Despite the copycat protests springing up around the world and bravos from Congress’s fringes, that’s not a recipe for an enduring movement. The “endless treadmill” has a way of tiring even the stalwart. I asked Becca how long she thinks she’ll make the trek to Zuccotti. “Well, it’s getting really cold,” she mused, non-ironically.

Ah, just what every revolution needs to succeed: a fair-weather friend.

Katherine Ernst is a writer living in New York City.

HOW TO VALUE A SMALL BUSINESS WITHOUT SPENDING A LOT OF ONEY ON VALUATION CONSULTANTS; STERLING COOPER OFFERS THAT SERVICE FOR FREE!


How To Value A Business
Accurately valuing a small business is often the most challenging part of the process for prospective business buyers. However, it doesn't have to be an overwhelming or difficult undertaking. Above all, you should realize that valuation is an art, not a science. As a buyer, always keep in mind that the "Asking Price" is NOT the purchase price. Quite often it does not even remotely represent what the business is truly worth.

Naturally, a buyer's valuation is usually quite different from what the seller believes their business is worth. Sellers are emotionally attached to their businesses. They usually factor their years of hard work into their calculation. Unfortunately, this has no business whatsoever being in the equation.

The challenge for you, the buyer, is to formulate a valuation that is accurate, and will prove to provide you with an acceptable return on your investment.
There are several ways to calculate the value of a business:

Asset Valuations: Calculates the value of all of the assets of a business and arrives at the appropriate price.
Liquidation Value: Determines the value of the company's assets if it were forced to sell all of them in a short period of time (usually less than 12 months).
Income Capitalization: Future income is calculated based upon historical data and a variety of assumptions.
Income Multiple: The net income (profit/owner's benefit/seller's cash flow) of a business is subject to a certain multiple to arrive at a selling price.
Rules Of Thumb: The selling price of other "like" businesses is used as a multiple of cash flow or a percentage of revenue.

Let's look at each to determine what's best for your purchase:

Asset-based valuations do not work for small business purchases. Assets are used to generate revenue and nothing more. If a business is "asset rich" but doesn't make much money, how valuable is the business altogether? Conversely, if a business has limited assets, such as computers and office equipment, but makes a ton of money, isn't it worth more?

Income Capitalization is generally applicable to large businesses and most often uses a factor that is far too arbitrary.

The "Rule of Thumb" method may be too general since it's hard to find any two businesses that are exactly the same. Valuation must be done based upon what you, as the buyer, can reasonably expect to generate in your pocket, so long as the business's future is representative of the past historical financial data. Notwithstanding this, the "Rules of Thumb" methodology is an good place to start but is a bit too broad to consider by itself.

The Multiple Method is clearly the way to go. You have probably heard of businesses selling at "x times earnings." However, this can be quite subjective. When buying a small business, every buyer wants to know how much money he or she can expect to make from the business. Therefore, the most effective number to use as the basis of your calculation is what is known as the total "Owner Benefits."

The Owner Benefits amount is the total dollars that you can expect to extract or have available from the business based upon what the business has generated in the past. The beauty is that unlike other methods (i.e. Income Cap), it does not attempt to predict the future. Nobody can do that. Owner Benefit is not cash flow! It is, however, sometimes referred to as Seller's Discretionary Cash Flow (SDCF).

The theory behind the Owner Benefit number is to take the business's profits plus the owner's salary and benefits and then to add back the non-cash expenses. History has shown that this methodology, while not bulletproof, is the most effective way to establish the valuation basis of a small business. Then, a multiple, based upon a variety of factors, is applied to this number and a valuation is established.
The Owner Benefit formula to use is:

Pre-Tax Profit + Owner's Salary + Additional Owner Perks
+ Interest + Depreciation less Allocation for Capital Expenditures
Why Add Back Depreciation?

Depreciation is an expense that allows a business to deduct a certain amount of money each year from an asset so that its purchase value is reduced by its overall useful life. As an example: if the business buys a $25,000 truck and its useful life is estimated at 5 years, then each year the company can deduct $5000 off its income to lessen its tax burden. However, as you can see, it is not an actual cash transaction. No money is physically leaving the business or changing hands. Therefore, this amount is added back.
Why Add Back Interest?

Each business owner will have separate philosophies for borrowing for the business and how to best use borrowed funds, if necessary at all. Furthermore, in nearly all cases, the seller will pay off the business's loans from their proceeds at selling; therefore, you will have use of these additional funds.
A Note About Add-Backs

After completing any add-backs, it is critical that you take into consideration the future capital requirements of the business as well as debt-service expenses. As such, in capital intensive businesses where equipment needs replacing on a regular basis, you must deduct appropriate amounts from the Owner Benefit number in order to determine both the true value of the business as well as its ability fund future expenditures. Under this formula, you will arrive at a "net" Owner Benefit number or true Free Cash Flow figure.
What Multiple?

Typically, small businesses will sell in a one-to three-times multiple of this figure. Now, this is a wide range, so how do you determine what to apply? The best mechanism I have found is that a one-time multiple is for those businesses where the seller is "the business." In other words: "as out the door goes the seller, so too can go the customers." Consulting businesses, professional practices, and one-man businesses come to mind.

Businesses that have a strong track record, repeat clients, historical pattern of growth, more than 3 years in business, perhaps some proprietary item, or an exclusive territory, a growing industry, etc., will sell in the 3-times ratio. The others fall somewhere in-between.

So now the big question: what number/multiple do you apply to the Owner's Benefit number? The answer is simple: nearly all small businesses will sell in the 1-to-3 times Owner Benefit window. Of course, this is a very wide range.

Also, the actual total Owner Benefit figure will impact the multiplier. As the Owner Benefit number increases, so too will the multiple. As an example, a business generating $200,000 in OB, may be worth a 3 times multiple, but one generating $500,000 or $1,000,000 can be worth a four or five times multiple.
The Rules to Apply To Establish A Multiple:

You also want to calculate the Return on Investment (ROI) that you can expect to achieve when buying a business. Let's say that you have $100,000 for a down payment. If you go to Las Vegas and let it rip on "17 black," well you should be entitled to enormous odds. Wouldn't you agree? On the other hand, if you invest it in commercial real estate, which is a solid, stable investment, then 10% return on your money seems about right, doesn't it? In fact, when the real estate market heats up, the return cvan diminish to 5% or so, and still investors are satisfied.

Buying a business is clearly a greater "risk" but definitely far less than gambling it at a casino and so you should expect something in-between. I've always felt that a 25% return on your investment should be the minimum and you can, if negotiated well, get as high as 35% -50% ROI.
If You're New At This, Here's What To Do:

If you don't know how to read an income statement, then learn. It's important for this process. It's simple, and can be done quickly.
Work with your accountant, if necessary, to determine the true Owner Benefits of the business. Be careful about the add-backs. Make certain that any benefits being added back are not necessary expenses needed to run the business.
You can only add back something that has been expensed.
Calculate a multiple in the 1-3-times window based upon the business's strengths and weaknesses. Note that the multiple will increase along with the Owner benefit figure.
Determine your investment level and an acceptable ROI.
Understand that value is personal.
If the business is right for you, it is all right to pay a slight premium, but not to drastically overpay.
Consider applying other valuation formulas simply as a test to your figure.

Professional Valuations: Do You Need One?

For most small businesses, hiring a professional to perform a valuation is not necessary. First of all it is expensive, and more often than not, it simply does not reflect reality. I read a valuation recently on a local company handling specialized telecom components in a very restricted marketplace doing $700,000 a year in sales and netting $100,000. The valuation started off: "The company is focused upon the specialized B2B telephony arena and operates within a broad industry which generates annual revenues of $42 billion in North America. Leading competitors include Nortel, Cisco….." I threw out the entire report after reading that one sentence. Why? How on earth can you possibly compare a $42 billion dollar industry and a $700,000 local distributor of telephone systems? Don't waste time or money getting a professional valuation done for a small business acquisition. Let the seller do that if they so choose. If you want to look at a variety of scenarios, there are some very good, inexpensive software packages available that will do the same thing at a fraction of the cost.
The Key Points:
Remember that valuations are not scientifically based; they're subjective.
Use a variety of methods.
Owner Benefits is the number on which to base your multiple
Uncover how the seller established the asking price
Valuation is a personal formula - What's the business worth to YOU?
Consider the potential return on your cash investment

Final Word: Never, ever buy a business just because the price is right - first and foremost be certain that the business itself is right for you!

CHECK OUT: www.sterlingcooper.info for much more information about buying any size business.

Saturday, October 15, 2011

WHAT ARE MERGERS AND ACQUISITIONS? M & A DEFINED...ANSWERS TO ALL THE QUESTIONS



WHAT IS AN ACQUISITION?
Acquisition see: www.sterlingcooper.info
Main article: Takeover

An acquisition is the purchase of one business or company by another company or other business entity. Consolidation occurs when two companies combine together to form a new enterprise altogether, and neither of the previous companies survives independently. Acquisitions are divided into "private" and "public" acquisitions, depending on whether the acquiree or merging company (also termed a target) is or is not listed on public stock markets. An additional dimension or categorization consists of whether an acquisition is friendly or hostile.

Achieving acquisition success has proven to be very difficult, while various studies have shown that 50% of acquisitions were unsuccessful.[1] The acquisition process is very complex, with many dimensions influencing its outcome.[2]

Whether a purchase is perceived as being a "friendly" one or a "hostile" depends significantly on how the proposed acquisition is communicated to and perceived by the target company's board of directors, employees and shareholders. It is normal for M&A deal communications to take place in a so-called 'confidentiality bubble' wherein the flow of information is restricted pursuant to confidentiality agreements.[3] In the case of a friendly transaction, the companies cooperate in negotiations; in the case of a hostile deal, the board and/or management of the target is unwilling to be bought or the target's board has no prior knowledge of the offer. Hostile acquisitions can, and often do, ultimately become "friendly", as the acquiror secures endorsement of the transaction from the board of the acquiree company. This usually requires an improvement in the terms of the offer and/or through negotiation.

"Acquisition" usually refers to a purchase of a smaller firm by a larger one. Sometimes, however, a smaller firm will acquire management control of a larger and/or longer-established company and retain the name of the latter for the post-acquisition combined entity. This is known as a reverse takeover. Another type of acquisition is the reverse merger, a form of transaction that enables a private company to be publicly listed in a relatively short time frame. A reverse merger occurs when a privately held company (often one that has strong prospects and is eager to raise financing) buys a publicly listed shell company, usually one with no business and limited assets.[4]

There are also a variety of structures used in securing control over the assets of a company, which have different tax and regulatory implications:

The buyer buys the shares, and therefore control, of the target company being purchased. Ownership control of the company in turn conveys effective control over the assets of the company, but since the company is acquired intact as a going concern, this form of transaction carries with it all of the liabilities accrued by that business over its past and all of the risks that company faces in its commercial environment.
The buyer buys the assets of the target company. The cash the target receives from the sell-off is paid back to its shareholders by dividend or through liquidation. This type of transaction leaves the target company as an empty shell, if the buyer buys out the entire assets. A buyer often structures the transaction as an asset purchase to "cherry-pick" the assets that it wants and leave out the assets and liabilities that it does not. This can be particularly important where foreseeable liabilities may include future, unquantified damage awards such as those that could arise from litigation over defective products, employee benefits or terminations, or environmental damage. A disadvantage of this structure is the tax that many jurisdictions, particularly outside the United States, impose on transfers of the individual assets, whereas stock transactions can frequently be structured as like-kind exchanges or other arrangements that are tax-free or tax-neutral, both to the buyer and to the seller's shareholders.

The terms "demerger", "spin-off" and "spin-out" are sometimes used to indicate a situation where one company splits into two, generating a second company separately listed on a stock exchange.

As per knowledge-based views, firms can generate greater values through the retention of knowledge-based resources which they generate and integrate. Extracting technological benefits during and after acquisition is ever challenging issue because of organizational differences. Based on the content analysis of seven interviews authors concluded five following components for their grounded model of acquisition:

Improper documentation and changing implicit knowledge makes it difficult to share information during acquisition.
For acquired firm symbolic and cultural independence which is the base of technology and capabilities are more important than administrative independence.
Detailed knowledge exchange and integrations are difficult when the acquired firm is large and high performing.
Management of executives from acquired firm is critical in terms of promotions and pay incentives to utilize their talent and value their expertise.
Transfer of technologies and capabilities are most difficult task to manage because of complications of acquisition implementation. The risk of losing implicit knowledge is always associated with the fast pace acquisition.

Preservation of tacit knowledge, employees and literature are always delicate during and after acquisition. Strategic management of all these resources is a very important factor for a successful acquisition.

Increase in acquisitions in our global business environment has pushed us to evaluate the key stake holders of acquisition very carefully before implementation. It is imperative for the acquirer to understand this relationship and apply it to its advantage. Retention is only possible when resources are exchanged and managed without affecting their independence.
Distinction between mergers and acquisitions

Although often used synonymously, the terms merger and acquisition mean slightly different things.This paragraph does not make a clear distinction between the legal concept of a merger (with the resulting corporate mechanics, statutory merger or statutory consolidation, which have nothing to do with the resulting power grab as between the management of the target and the acquirer) and the business point of view of a "merger", which can be achieved independently of the corporate mechanics through various means such as "triangular merger", statutory merger, acquisition, etc. When one company takes over another and clearly establishes itself as the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist, the buyer "swallows" the business and the buyer's stock continues to be traded.

In the pure sense of the term, a merger happens when two firms agree to go forward as a single new company rather than remain separately owned and operated. This kind of action is more precisely referred to as a "merger of equals". The firms are often of about the same size. Both companies' stocks are surrendered and new company stock is issued in its place.For example, in the 1999 merger of Glaxo Wellcome and SmithKline Beecham, both firms ceased to exist when they merged, and a new company, GlaxoSmithKline, was created. In practice, however, actual mergers of equals don't happen very often. Usually, one company will buy another and, as part of the deal's terms, simply allow the acquired firm to proclaim that the action is a merger of equals, even if it is technically an acquisition. Being bought out often carries negative connotations; therefore, by describing the deal euphemistically as a merger, deal makers and top managers try to make the takeover more palatable. An example of this would be the takeover of Chrysler by Daimler-Benz in 1999 which was widely referred to as a merger at the time.

A purchase deal will also be called a merger when both CEOs agree that joining together is in the best interest of both of their companies. But when the deal is unfriendly (that is, when the target company does not want to be purchased) it is always regarded as an acquisition.
Business valuation

The five most common ways to valuate a business are

asset valuation,
historical earnings valuation,
future maintainable earnings valuation,
relative valuation (comparable company & comparable transactions),
discounted cash flow (DCF) valuation

Professionals who valuate businesses generally do not use just one of these methods but a combination of some of them, as well as possibly others that are not mentioned above, in order to obtain a more accurate value. The information in the balance sheet or income statement is obtained by one of three accounting measures: a Notice to Reader, a Review Engagement or an Audit.

Accurate business valuation is one of the most important aspects of M&A as valuations like these will have a major impact on the price that a business will be sold for. Most often this information is expressed in a Letter of Opinion of Value (LOV) when the business is being valuated for interest's sake. There are other, more detailed ways of expressing the value of a business. While these reports generally get more detailed and expensive as the size of a company increases, this is not always the case as there are many complicated industries which require more attention to detail, regardless of size.
Financing M&A

Mergers are generally differentiated from acquisitions partly by the way in which they are financed and partly by the relative size of the companies. Various methods of financing an M&A deal exist:
Cash

Payment by cash. Such transactions are usually termed acquisitions rather than mergers because the shareholders of the target company are removed from the picture and the target comes under the (indirect) control of the bidder's shareholders.
Stock

Payment in the form of the acquiring company's stock, issued to the shareholders of the acquired company at a given ratio proportional to the valuation of the latter.
Which method of financing to choose?

There are some elements to think about when choosing the form of payment. When submitting an offer, the acquiring firm should consider other potential bidders and think strategically. The form of payment might be decisive for the seller. With pure cash deals, there is no doubt on the real value of the bid (without considering an eventual earnout). The contingency of the share payment is indeed removed. Thus, a cash offer preempts competitors better than securities. Taxes are a second element to consider and should be evaluated with the counsel of competent tax and accounting advisers. Third, with a share deal the buyer’s capital structure might be affected and the control of the buyer modified. If the issuance of shares is necessary, shareholders of the acquiring company might prevent such capital increase at the general meeting of shareholders. The risk is removed with a cash transaction. Then, the balance sheet of the buyer will be modified and the decision maker should take into account the effects on the reported financial results. For example, in a pure cash deal (financed from the company’s current account), liquidity ratios might decrease. On the other hand, in a pure stock for stock transaction (financed from the issuance of new shares), the company might show lower profitability ratios (e.g. ROA). However, economic dilution must prevail towards accounting dilution when making the choice. The form of payment and financing options are tightly linked. If the buyer pays cash, there are three main financing options:

Cash on hand: it consumes financial slack (excess cash or unused debt capacity) and may decrease debt rating. There are no major transaction costs.
It consumes financial slack, may decrease debt rating and increase cost of debt. Transaction costs include underwriting or closing costs of 1% to 3% of the face value.
Issue of stock: it increases financial slack, may improve debt rating and reduce cost of debt. Transaction costs include fees for preparation of a proxy statement, an extraordinary shareholder meeting and registration.

If the buyer pays with stock, the financing possibilities are:

Issue of stock (same effects and transaction costs as described above).
Shares in treasury: it increases financial slack (if they don’t have to be repurchased on the market), may improve debt rating and reduce cost of debt. Transaction costs include brokerage fees if shares are repurchased in the market otherwise there are no major costs.

In general, stock will create financial flexibility. Transaction costs must also be considered but tend to have a greater impact on the payment decision for larger transactions. Finally, paying cash or with shares is a way to signal value to the other party, e.g.: buyers tend to offer stock when they believe their shares are overvalued and cash when undervalued.[5]
Specialist M&A advisory firms

Although at present the majority of M&A advice is provided by full-service investment banks, recent years have seen a rise in the prominence of specialist M&A advisers, who only provide M&A advice (and not financing). These companies are sometimes referred to as Transition companies, assisting businesses often referred to as "companies in transition."
Motives behind M&A

The dominant rationale used to explain M&A activity is that acquiring firms seek improved financial performance. The following motives are considered to improve financial performance:

Economy of scale: This refers to the fact that the combined company can often reduce its fixed costs by removing duplicate departments or operations, lowering the costs of the company relative to the same revenue stream, thus increasing profit margins.
Economy of scope: This refers to the efficiencies primarily associated with demand-side changes, such as increasing or decreasing the scope of marketing and distribution, of different types of products.
Increased revenue or market share: This assumes that the buyer will be absorbing a major competitor and thus increase its market power (by capturing increased market share) to set prices.
Cross-selling: For example, a bank buying a stock broker could then sell its banking products to the stock broker's customers, while the broker can sign up the bank's customers for brokerage accounts. Or, a manufacturer can acquire and sell complementary products.
Synergy: For example, managerial economies such as the increased opportunity of managerial specialization. Another example are purchasing economies due to increased order size and associated bulk-buying discounts.
Taxation: A profitable company can buy a loss maker to use the target's loss as their advantage by reducing their tax liability. In the United States and many other countries, rules are in place to limit the ability of profitable companies to "shop" for loss making companies, limiting the tax motive of an acquiring company.
Geographical or other diversification: This is designed to smooth the earnings results of a company, which over the long term smoothens the stock price of a company, giving conservative investors more confidence in investing in the company. However, this does not always deliver value to shareholders (see below).
Resource transfer: resources are unevenly distributed across firms (Barney, 1991) and the interaction of target and acquiring firm resources can create value through either overcoming information asymmetry or by combining scarce resources.[6]
Vertical integration: Vertical integration occurs when an upstream and downstream firm merge (or one acquires the other). There are several reasons for this to occur. One reason is to internalise an externality problem. A common example is of such an externality is double marginalization. Double marginalization occurs when both the upstream and downstream firms have monopoly power, each firm reduces output from the competitive level to the monopoly level, creating two deadweight losses. By merging the vertically integrated firm can collect one deadweight loss by setting the downstream firm's output to the competitive level. This increases profits and consumer surplus. A merger that creates a vertically integrated firm can be profitable.[7]
"Acqui-hire": An "acq-hire" (or acquisition-by-hire) may occur especially when the target is a small private company or is in the startup phase. In this case, the acquiring company simply hires the staff of the target private company, thereby acquiring its talent (if that is its main asset and appeal). The target private company simply dissolves and little legal issues are involved. Acqui-hires have become a very popular type of transaction in recent years.[citation needed]
Absorption of similar businesses under single management: similar portfolio invested by two different mutual funds (Ahsan Raza Khan, 2009) namely united money market fund and united growth and income fund, caused the management to absorb united money market fund into united growth and income fund.

However, on average and across the most commonly studied variables, acquiring firms' financial performance does not positively change as a function of their acquisition activity.[8] Therefore, additional motives for merger and acquisition that may not add shareholder value include:

Diversification: While this may hedge a company against a downturn in an individual industry it fails to deliver value, since it is possible for individual shareholders to achieve the same hedge by diversifying their portfolios at a much lower cost than those associated with a merger. (In his book One Up on Wall Street, Peter Lynch memorably termed this "diworseification".)
Manager's hubris: manager's overconfidence about expected synergies from M&A which results in overpayment for the target company.
Empire-building: Managers have larger companies to manage and hence more power.
Manager's compensation: In the past, certain executive management teams had their payout based on the total amount of profit of the company, instead of the profit per share, which would give the team a perverse incentive to buy companies to increase the total profit while decreasing the profit per share (which hurts the owners of the company, the shareholders).

Effects on management

A study published in the July/August 2008 issue of the Journal of Business Strategy suggests that mergers and acquisitions destroy leadership continuity in target companies’ top management teams for at least a decade following a deal. The study found that target companies lose 21 percent of their executives each year for at least 10 years following an acquisition – more than double the turnover experienced in non-merged firms.[9] If the businesses of the acquired and acquiring companies overlap, then such turnover is to be expected; in other words, there can only be one CEO, CFO, et cetera at a time.
M&A research and statistics for acquired organizations

Given that the cost of replacing an executive can run over 100% of his or her annual salary, any investment of time and energy in re-recruitment will likely pay for itself many times over if it helps a business retain just a handful of key players that would have otherwise left.[10]

Organizations should move rapidly to re-recruit key managers. It’s much easier to succeed with a team of quality players that you select deliberately rather than try to win a game with those who randomly show up to play.[11]
Brand considerations

Mergers and acquisitions often create brand problems, beginning with what to call the company after the transaction and going down into detail about what to do about overlapping and competing product brands. Decisions about what brand equity to write off are not inconsequential. And, given the ability for the right brand choices to drive preference and earn a price premium, the future success of a merger or acquisition depends on making wise brand choices. Brand decision-makers essentially can choose from four different approaches to dealing with naming issues, each with specific pros and cons:[12]

Keep one name and discontinue the other. The strongest legacy brand with the best prospects for the future lives on. In the merger of United Airlines and Continental Airlines, the United brand will continue forward, while Continental is retired.
Keep one name and demote the other. The strongest name becomes the company name and the weaker one is demoted to a divisional brand or product brand. An example is Caterpillar Inc. keeping the Bucyrus International name.[13]
Keep both names and use them together. Some companies try to please everyone and keep the value of both brands by using them together. This can create a unwieldy name, as in the case of PricewaterhouseCoopers, which has since changed its brand name to "PwC".
Discard both legacy names and adopt a totally new one. The classic example is the merger of Bell Atlantic with GTE, which became Verizon Communications. Not every merger with a new name is successful. By consolidating into YRC Worldwide, the company lost the considerable value of both Yellow Freight and Roadway Corp.

The factors influencing brand decisions in a merger or acquisition transaction can range from political to tactical. Ego can drive choice just as well as rational factors such as brand value and costs involved with changing brands.[13]

Beyond the bigger issue of what to call the company after the transaction comes the ongoing detailed choices about what divisional, product and service brands to keep. The detailed decisions about the brand portfolio are covered under the topic brand architecture.
The Great Merger Movement

The Great Merger Movement was a predominantly U.S. business phenomenon that happened from 1895 to 1905. During this time, small firms with little market share consolidated with similar firms to form large, powerful institutions that dominated their markets. It is estimated that more than 1,800 of these firms disappeared into consolidations, many of which acquired substantial shares of the markets in which they operated. The vehicle used were so-called trusts. In 1900 the value of firms acquired in mergers was 20% of GDP. In 1990 the value was only 3% and from 1998–2000 it was around 10–11% of GDP. Companies such as DuPont, US Steel, and General Electric that merged during the Great Merger Movement were able to keep their dominance in their respective sectors through 1929, and in some cases today, due to growing technological advances of their products, patents, and brand recognition by their customers. There were also other companies that held the greatest market share in 1905 but at the same time did not have the competitive advantages of the companies like DuPont and General Electric. These companies such as International Paper and American Chicle saw their market share decrease significantly by 1929 as smaller competitors joined forces with each other and provided much more competition. The companies that merged were mass producers of homogeneous goods that could exploit the efficiencies of large volume production. In addition, many of these mergers were capital-intensive. Due to high fixed costs, when demand fell, these newly-merged companies had an incentive to maintain output and reduce prices. However more often than not mergers were "quick mergers". These "quick mergers" involved mergers of companies with unrelated technology and different management. As a result, the efficiency gains associated with mergers were not present. The new and bigger company would actually face higher costs than competitors because of these technological and managerial differences. Thus, the mergers were not done to see large efficiency gains, they were in fact done because that was the trend at the time. Companies which had specific fine products, like fine writing paper, earned their profits on high margin rather than volume and took no part in Great Merger Movement.[citation needed]
Short-run factors

One of the major short run factors that sparked The Great Merger Movement was the desire to keep prices high. However, high prices attracted the entry of new firms into the industry who sought to take a piece of the total product. With many firms in a market, supply of the product remains high.

A major catalyst behind the Great Merger Movement was the Panic of 1893, which led to a major decline in demand for many homogeneous goods. For producers of homogeneous goods, when demand falls, these producers have more of an incentive to maintain output and cut prices, in order to spread out the high fixed costs these producers faced (i.e. lowering cost per unit) and the desire to exploit efficiencies of maximum volume production. However, during the Panic of 1893, the fall in demand led to a steep fall in prices.

Another economic model proposed by Naomi R. Lamoreaux for explaining the steep price falls is to view the involved firms acting as monopolies in their respective markets. As quasi-monopolists, firms set quantity where marginal cost equals marginal revenue and price where this quantity intersects demand. When the Panic of 1893 hit, demand fell and along with demand, the firm’s marginal revenue fell as well. Given high fixed costs, the new price was below average total cost, resulting in a loss. However, also being in a high fixed costs industry, these costs can be spread out through greater production (i.e. Higher quantity produced). To return to the quasi-monopoly model, in order for a firm to earn profit, firms would steal part of another firm’s market share by dropping their price slightly and producing to the point where higher quantity and lower price exceeded their average total cost. As other firms joined this practice, prices began falling everywhere and a price war ensued.[14]

One strategy to keep prices high and to maintain profitability was for producers of the same good to collude with each other and form associations, also known as cartels. These cartels were thus able to raise prices right away, sometimes more than doubling prices. However, these prices set by cartels only provided a short-term solution because cartel members would cheat on each other by setting a lower price than the price set by the cartel. Also, the high price set by the cartel would encourage new firms to enter the industry and offer competitive pricing, causing prices to fall once again. As a result, these cartels did not succeed in maintaining high prices for a period of no more than a few years. The most viable solution to this problem was for firms to merge, through horizontal integration, with other top firms in the market in order to control a large market share and thus successfully set a higher price.[citation needed]
Long-run factors

In the long run, due to desire to keep costs low, it was advantageous for firms to merge and reduce their transportation costs thus producing and transporting from one location rather than various sites of different companies as in the past. Low transport costs, coupled with economies of scale also increased firm size by two- to fourfold during the second half of the nineteenth century. In addition, technological changes prior to the merger movement within companies increased the efficient size of plants with capital intensive assembly lines allowing for economies of scale. Thus improved technology and transportation were forerunners to the Great Merger Movement. In part due to competitors as mentioned above, and in part due to the government, however, many of these initially successful mergers were eventually dismantled. The U.S. government passed the Sherman Act in 1890, setting rules against price fixing and monopolies. Starting in the 1890s with such cases as Addyston Pipe and Steel Company v. United States, the courts attacked large companies for strategizing with others or within their own companies to maximize profits. Price fixing with competitors created a greater incentive for companies to unite and merge under one name so that they were not competitors anymore and technically not price fixing.
Merger waves

The economic history has been divided into Merger Waves based on the merger activities in the business world as:[15]
Period Name Facet
1897–1904 First Wave Horizontal mergers
1916–1929 Second Wave Vertical mergers
1965–1969 Third Wave Diversified conglomerate mergers
1981–1989 Fourth Wave Congeneric mergers; Hostile takeovers; Corporate Raiding
1992–2000 Fifth Wave Cross-border mergers
2003–2008 Sixth Wave Shareholder Activism, Private Equity, LBO
Deal objectives in more recent merger waves

During the third merger wave (1965–1989), corporate marriages involved more diverse companies. Acquirers more frequently bought into different industries. Sometimes this was done to smooth out cyclical bumps, to diversify, the hope being that it would hedge an investment portfolio.

Starting in the fourth merger wave (1992–1998) and continuing today, companies are more likely to acquire in the same business, or close to it, firms that complement and strengthen an acquirer’s capacity to serve customers.

Buyers aren’t necessarily hungry for the target companies’ hard assets. Now they’re going after entirely different prizes. The hot prizes aren’t things—they’re thoughts, methodologies, people and relationships. Soft goods, so to speak.

Many companies are being bought for their patents, licenses, market share, name brand, research staffs, methods, customer base, or culture. Soft capital, like this, is very perishable, fragile, and fluid. Integrating it usually takes more finesse and expertise than integrating machinery, real estate, inventory and other tangibles.[16]
Cross-border M&A

In a study conducted in 2000 by Lehman Brothers, it was found that, on average, large M&A deals cause the domestic currency of the target corporation to appreciate by 1% relative to the acquirers.

The rise of globalization has exponentially increased the necessity for MAIC Trust accounts and securities clearing services for Like-Kind Exchanges for cross-border M&A. In 1997 alone, there were over 2333 cross-border transactions, worth a total of approximately $298 billion. Due to the complicated nature of cross-border M&A, the vast majority of cross-border actions have unsuccessful anies seek to expand their global footprint and become more agile at creating high-performing businesses and cultures across national boundaries.[17]

Even mergers of companies with headquarters in the same country are very much of this type and require MAIC custodial services (cross-border Mergers). After all, when Boeing acquires McDonnell Douglas, the two American companies must integrate operations in dozens of countries around the world. This is just as true for other supposedly "single country" mergers, such as the $29 billion dollar merger of Swiss drug makers Sandoz and Ciba-Geigy (now Novartis).
M&A failure

Despite the goal of performance improvement, results from mergers and acquisitions (M&A) are often disappointing. Numerous empirical studies show high failure rates of M&A deals. Studies are mostly focused on individual determinants. A book by Thomas Straub (2007) "Reasons for frequent failure in Mergers and Acquisitions"[18] develops a comprehensive research framework that bridges rival perspectives and promotes a modern understanding of factors underlying M&A performance. The first important step towards this objective is the development of a common frame of reference that spans conflicting theoretical assumptions from different perspectives. On this basis, a comprehensive framework is proposed with which to understand the origins of M&A performance better and address the problem of fragmentation by integrating the most important competing perspectives in respect of studies on M&A Furthermore according to the existing literature relevant determinants of firm performance are derived from each dimension of the model. For the dimension strategic management, the six strategic variables: market similarity, market complementarities, production operation similarity, production operation complementarities, market power, and purchasing power were identified having an important impact on M&A performance. For the dimension organizational behavior, the variables acquisition experience, relative size, and cultural differences were found to be important. Finally, relevant determinants of M&A performance from the financial field were acquisition premium, bidding process, and due diligence. Three different ways in order to best measure post M&A performance are recognized: Synergy realization, absolute performance and finally relative performance.

Turnover contributes to M&A failures. The turnover in target companies is double the turnover experienced in non-merged firms for the ten years following the merger.[19]
Major M&A
1990s

Top 10 M&A deals worldwide by value (in mil. USD) from 1990 to 1999[20]:
Rank Year Purchaser Purchased Transaction value (in mil. USD)
1 1999 Vodafone Airtouch PLC[21] Mannesmann 183,000
2 1999 Pfizer[22] Warner-Lambert 90,000
3 1998 Exxon[23][24] Mobil 77,200
4 1998 Citicorp Travelers Group 73,000
5 1999 SBC Communications Ameritech Corporation 63,000
6 1999 Vodafone Group AirTouch Communications 60,000
7 1998 Bell Atlantic[25] GTE 53,360
8 1998 BP[26] Amoco 53,000
9 1999 Qwest Communications US WEST 48,000
10 1997 Worldcom MCI Communications 42,000

Top 10 M&A deals worldwide by value (in mil. USD) from 2000 to 2010[20]:
Rank Year Purchaser Purchased Transaction value (in mil. USD)
1 2000 Fusion: America Online Inc. (AOL)[27][28] Time Warner 164,747
2 2000 Glaxo Wellcome Plc. SmithKline Beecham Plc. 75,961
3 2004 Royal Dutch Petroleum Co. Shell Transport & Trading Co 74,559
4 2006 AT&T Inc.[29][30] BellSouth Corporation 72,671
5 2001 Comcast Corporation AT&T Broadband & Internet Svcs 72,041
6 2009 Pfizer Inc. Wyeth 68,000
7 2000 Spin-off: Nortel Networks Corporation 59,974
8 2002 Pfizer Inc. Pharmacia Corporation 59,515
9 2004 JP Morgan Chase & Co[31] Bank One Corp 58,761
10 2008 Inbev Inc. Anheuser-Busch Companies, Inc 52,000
M&A in popular culture

In the novel American Psycho the protagonist Patrick Bateman, played by Christian Bale in the film adaptation, works in mergers and acquisitions, which he once referred to as "murders and executions" to a potential victim.

In the film The Thomas Crown Affair, Thomas Crown is the CEO of a fictional mergers and acquisitions firm, called Crown Acquisitions.

In the sitcom How I Met Your Mother, Marshall Eriksen and Barney Stinson work at a large bank, Goliath National Bank (GNB), involved in M&A transactions.

References

^ {Investment banking explained pp.223,224
^ "Mergers and acquisitions explained". Retrieved 2009-06-30.
^ Harwood, 2005
^ Reverse Merger in the glossary of mergers-acquisitions.org
^ mergers.acquisitions.ch
^ King, D. R.; Slotegraaf, R.; Kesner, I. (2008). "Performance implications of firm resource interactions in the acquisition of R&D-intensive firms". Organization Science 19 (2): 327–340. doi:10.1287/orsc.1070.0313.
^ Maddigan, Ruth; Zaima, Janis (1985). "The Profitability of Vertical Integration". Managerial and Decision Economics 6 (3): 178–179. doi:10.1002/mde.4090060310.
^ King, D. R.; Dalton, D. R.; Daily, C. M.; Covin, J. G. (2004). "Meta-analyses of Post-acquisition Performance: Indications of Unidentified Moderators". Strategic Management Journal 25 (2): 187–200. doi:10.1002/smj.371.
^ Mergers and Acquisitions Lead to Long-Term Management Turmoil Newswise, Retrieved on July 14, 2008.
^ "M&A Research and Statistics for Acquired Organizations" MergerIntegration.com
^ "The Right Human Resources Approach to M&A Turnover" MergerIntegration.com
^ http://merriamassociates.com/2010/10/newsbeast-and-other-merger-name-options/
^ a b http://merriamassociates.com/2010/11/caterpillar%E2%80%99s-new-legs%E2%80%94acquiring-the-bucyrus-international-brand/
^ Lamoreaux, Naomi R. “The great merger movement in American business, 1895-1904.” Cambridge University Press, 1985.
^ http://osgoode.yorku.ca/media2.nsf/58912001c091cdc8852569300055bbf9/1e37719232517fd0852571ef00701385/$file/merger%20waves_toronto_lipton.pdf
^ “Mergers: New Game, New Goals” MergerIntegration.com
^ M&A Agility for Global Organizations
^ [Straub, Thomas (2007). Reasons for frequent failure in Mergers and Acquisitions: A comprehensive analysis. Wiesbaden: Deutscher Universitäts-Verlag (DUV), Gabler Edition Wissenschaft. ISBN 978-3-8350-0844-1.]
^ "Acquired Companies Prior to Close" MergerIntegration.com
^ a b [1]
^ "Mannesmann to accept bid - February 3, 2000". CNN. February 3, 2000.
^ Pfizer and Warner-Lambert agree to $90 billion merger creating the world's fastest-growing major pharmaceutical company
^ "Exxon, Mobil mate for $80B - December 1, 1998". CNN. December 1, 1998.
^ Finance: Exxon-Mobil Merger Could Poison The Well
^ Fool.com: Bell Atlantic and GTE Agree to Merge (Feature) July 28, 1998
^ http://www.eia.doe.gov/emeu/finance/fdi/ad2000.html
^ Online NewsHour: AOL/Time Warner Merger
^ "AOL and Time Warner to merge - January 10, 2000". CNN. January 10, 2000.
^ "AT&T To Buy BellSouth For $67 Billion". CBS News. March 5, 2006.
^ AT&T- News Room
^ "J.P. Morgan to buy Bank One for $58 billion". CNNMoney.com. 2004-01-15.

Further reading

DePamphilis, Donald (2008). Mergers, Acquisitions, and Other Restructuring Activities. New York: Elsevier, Academic Press. pp. 740. ISBN 978-0-12-374012-0.
Cartwright, Susan; Schoenberg, Richard (2006). "Thirty Years of Mergers and Acquisitions Research: Recent Advances and Future Opportunities". British Journal of Management 17 (S1): S1–S5. doi:10.1111/j.1467-8551.2006.00475.x.
Harwood, I. A. (2006). "Confidentiality constraints within mergers and acquisitions: gaining insights through a 'bubble' metaphor". British Journal of Management 17 (4): 347–359. doi:10.1111/j.1467-8551.2005.00440.x.
Rosenbaum, Joshua; Joshua Pearl (2009). Investment Banking: Valuation, Leveraged Buyouts, and Mergers & Acquisitions. Hoboken, NJ: John Wiley & Sons. ISBN 0-470-44220-4.
Fleuriet, Michel (2008). Investment Banking explained: An insider's guide to the industry. New York, NY: McGraw Hill. ISBN 978-0-07-149733-6.
Straub, Thomas (2007). Reasons for frequent failure in Mergers and Acquisitions: A comprehensive analysis. Wiesbaden: Deutscher Universitäts-Verlag (DUV), Gabler Edition Wissenschaft. ISBN 978-3-8350-0844-1.
Scott, Andy (2008). China Briefing: Mergers and Acquisitions in China (2nd ed.).
Aharon, D.Y., I. Gavious and R. Yosef, 2010. Stock market bubble effects on mergers and acquisitions. The Quarterly Review of Economics and Finance, 50(4): p. 456-470.

Friday, October 14, 2011

DON'T START A BUSINESS, BUY A BUSINESS INSTEAD THAT IS ALREADY SUCCESSFUL


How to Buy a Business
Starting from scratch isn't the only way to get started. Buying an existing business can help you hit the ground running. Here's what you need to know to find a great deal.

When most people think of starting a business, they think of beginning from scratch--developing your own ideas and building the company from the ground up. But starting from scratch presents some distinct disadvantages, including the difficulty of building a customer base, marketing the new business, hiring employees and establishing cash flow...all without a track record or reputation to go on.

Buying an Existing Business
In most cases, buying an existing business is less risky than starting from scratch. When you buy a business, you take over an operation that's already generating cash flow and profits. You have an established customer base, reputation and employees who are familiar with all aspects of the business. And you don't have to reinvent the wheel--setting up new procedures, systems and policies--since a successful formula for running the business has already been put in place.

On the downside, buying a business is often more costly than starting from scratch. However, it's easier to get financing to buy an existing business than to start a new one. Bankers and investors generally feel more comfortable dealing with a business that already has a proven track record. In addition, buying a business may give you valuable legal rights, such as patents or copyrights, which can prove very profitable. Of course, there's no such thing as a sure thing--and buying an existing business is no exception.

If you're not careful, you could get stuck with obsolete inventory, uncooperative employees or outdated distribution methods. To make sure you get the best deal when buying an existing business, be sure to follow these steps.

The Right Choice
Buying the perfect business starts with choosing the right type of business for you. The best place to start is by looking at an industry with which you're both familiar and which you understand. Think long and hard about the types of businesses you're interested in and which best match your skills and experience.

Also consider the size of business you are looking for, in terms of employees, number of locations and sales. Next, pinpoint the geographical area where you want to own a business. Assess labor pool and costs of doing business in that area, including wages and taxes, to make sure they're acceptable to you. Once you've chosen a region and an industry to focus on, investigate every business in the area that meets your requirements. Start by looking in the local newspaper's classified section under "Business Opportunities" or "Businesses for Sale".

You can also run your own "Want to Buy" ad describing what you are looking for. Remember, just because a business isn't listed doesn't mean it isn't for sale. Talk to business owners in the industry; many of them might not have their businesses up for sale but would consider selling if you made them an offer. Put your networking abilities and business contacts to use, and you're likely to hear of other businesses that might be good prospects.

Contacting a business broker is another way to find businesses for sale. Most brokers are hired by sellers to find buyers and help negotiate deals. If you hire a broker, he or she will charge you a commission--typically 5 to 10 percent of the purchase price. The assistance brokers can offer, especially for first-time buyers, is often worth the cost. However, if you are really trying to save money, consider hiring a broker only when you are near the final negotiating phase. Brokers can offer assistance in several ways.

Prescreening businesses for you. Good brokers turn down many of the businesses they are asked to sell, whether because the seller won't provide full financial disclosures or because the business is overpriced. Going through a broker helps you avoid these bad risks.
Helping you pinpoint your interest. A good broker starts by finding out about your skills and interests, then helps you select the right business for you. With the help of a broker, you may discover that an industry you had never considered is the ideal one for you.
Negotiating. The negotiating process is really when brokers earn their keep. They help both parties stay focused on the ultimate goal and smooth over any problems that may arise.
Assisting with paperwork. Brokers know the latest laws and regulations affecting everything from licenses and permits to financing and escrow. They also know the most efficient ways to cut through red tape, which can slash months off the purchase process. Working with a broker reduces the risk that you'll neglect some crucial form, fee or step in the process.

A Closer Look
Whether you use a broker or go it alone, you will definitely want to put together an "acquisition team"--your banker, accountant and attorney--to help you. These advisors are essential to what is called "due diligence", which means reviewing and verifying all the relevant information about the business you are considering. When due diligence is done, you will know just what you are buying and from whom. The preliminary analysis starts with some basic questions. Why is this business for sale? What is the general perception of the industry and the particular business, and what is the outlook for the future? Does--or can--the business control enough market share to stay profitable? Are raw materials needed in abundant supply? How have the company's product or service lines changed over time?

You also need to assess the company's reputation and the strength of its business relationships. Talk to existing customers, suppliers and vendors about their relationships with the business. Contact the Better Business Bureau, industry associations and licensing and credit-reporting agencies to make sure there are no complaints against the business.

If the business still looks promising after your preliminary analysis, your acquisition team should start examining the business's potential returns and its asking price. Whatever method you use to determine the fair market price of the business, your assessment of the business's value should take into account such issues as the business's financial health, its earnings history and its growth potential, as well as its intangible assets (for example, brand name and market position).

To get an idea of the company's anticipated returns and future financial needs, ask the business owner and/or accountants to show you projected financial statements. Balance sheets, income statements, cash flow statements, footnotes and tax returns for the past three years are all key indicators of a business's health. These documents will help you conduct a financial analysis that will spotlight any underlying problems and also provide a closer look at a wide range of less tangible information.

25 Things to Consider

Following is a checklist of items you should evaluate to verify the value of a business before making a decision to buy:

1. Inventory. Refers to all products and materials inventoried for resale or use in servicing a client. Important note: You or a qualified representative should be present during any examination of inventory. You should know the status of inventory, what's on hand at present, and what was on hand at the end of the last fiscal year and the one preceding that. You should also have the inventory appraised. After all, this is a hard asset and you need to know what dollar value to assign it. Also, check the inventory for salability. How old is it? What is its quality? What condition is it in? Keep in mind that you don't have to accept the value of this inventory: it is subject to negotiation. If you feel it is not in line with what you would like to sell, or if it is not compatible with your target market, then by all means bring those points up in negotiations.

2. Furniture, fixtures, equipment and building. This includes all products, office equipment and assets of the business. Get a list from the seller that includes the name and model number of each piece of equipment. Then determine its present condition, market value when purchased versus present market value, and whether the equipment was purchased or leased. Find out how much the seller has invested in leasehold improvements and maintenance in order to keep the facility in good condition. Determine what modifications you'll have to make to the building or layout in order for it to suit your needs.

3. Copies of all contracts and legal documents. Contracts would include all lease and purchase agreements, distribution agreements, subcontractor agreements, sales contracts, union contracts, employment agreements and any other instruments used to legally bind the business. Also, evaluate all other legal documents such as fictitious business name statements, articles of incorporation, registered trademarks, copyrights, patents, etc. If you're considering a business with valuable intellectual property, have an attorney evaluate it. In the case of a real-estate lease, you need to find out if it is transferable, how long it runs, its terms, and if the landlord needs to give his or her permission for assignment of the lease.

4. Incorporation. If the company is a corporation, check to see what state it's registered in and whether it's operating as a foreign corporation within its own state.

5. Tax returns for the past five years. Many small business owners make use of the business for personal needs. They may buy products they personally use and charge them to the business or take vacations using company funds, go to trade shows with their spouses, etc. You have to use your analytical skills and those of your accountant, to determine what the actual financial net worth of the company is.

6. Financial statements for the past five years. Evaluate these statements, including all books and financial records, and compare them to their tax returns. This is especially important for determining the earning power of the business. The sales and operating ratios should be examined with the help of an accountant familiar with the type of business you are considering. The operating ratios should also be compared against industry ratios which can be found in annual reports produced by Robert Morris & Associates as well as Dun & Bradstreet.

7. Sales records. Although sales will be logged in the financial statements, you should also evaluate the monthly sales records for the past 36 months or more. Break sales down by product categories if several products are involved, as well as by cash and credit sales. This is a valuable indicator of current business activity and provides some understanding of cycles that the business may go through. Compare the industry norms of seasonal patterns with what you see in the business. Also, obtain the sales figures of the 10 largest accounts for the past 12 months. If the seller doesn't want to release his or her largest accounts by name, it's fine to assign them a code. You're only interested in the sales pattern.

8. Complete list of liabilities. Consult an independent attorney and accountant to examine the list of liabilities to determine potential costs and legal ramifications. Find out if the owner has used assets such as capital equipment or accounts receivable as collateral to secure short-term loans, if there are liens by creditors against assets, lawsuits, or other claims. Your accountant should also check for unrecorded liabilities such as employee benefit claims, out-of-court settlements being paid off, etc.

9. All accounts receivable. Break them down by 30 days, 60 days, 90 days and beyond. Checking the age of receivables is important because the longer the period they are outstanding, the lower the value of the account. You should also make a list of the top 10 accounts and check their creditworthiness. If the clientele is creditworthy and the majority of the accounts are outstanding beyond 60 days, a stricter credit collections policy may speed up the collection of receivables.

10. All accounts payable. Like accounts receivable, accounts payable should be broken down by 30 days, 60 days, and 90 days. This is important in determining how well cash flows through the company. On payables more than 90 days old, you should check to see if any creditors have placed a lien on the company's assets.

11. Debt disclosure. This includes all outstanding notes, loans and any other debt to which the business has agreed. See, too, if there are any business investments on the books that may have taken place outside of the normal area. Look at the level of loans to customers as well.

12. Merchandise returns. Does the business have a high rate of returns? Has it gone up in the past year? If so, can you isolate the reasons for returns and correct the problem(s)?

13. Customer patterns. If this is the type of business that can track customers, you will want to know specific characteristics concerning current customers, such as: How many are first-time buyers? How many customers were lost over the past year? When are the peak buying seasons for current customers? What type of merchandise is the most popular?

14. Marketing strategies. How does the owner obtain customers? Does he or she offer discounts, advertise aggressively, or conduct public-relations campaigns? You should get copies of all sales literature to see the kind of image that is being projected by the business. When you look at the literature, pretend that you are a customer being solicited by the company. How does it make you feel? This can give you some idea of how the company is perceived by its market.

15. Advertising costs. Analyze advertising costs. It is often better for a business to postpone profit at year-end until the next year by spending a lot of money on advertising during the last month of the fiscal year.

16. Price checks. Evaluate current price lists and discount schedules for all products, the date of the last price increase, and the percentage of increase. You might even go back and look at the previous price increase to see what percentage it was and determine when you are likely to be able to raise prices. Here again, compare what you see in the business you are looking at, with standards in the industry.

17. Industry and market history. You should analyze the industry as well as the specific market segments of the business targets. You need to find out if sales in the industry, as well as in the market segment, have been growing, declining, or have remained stagnant. This is very important to determine future profit potential.

18. Location and market area. Evaluate the location of the business and the market area surrounding it. This is especially important to retailers, who draw the majority of their business from the primary trading area. You should conduct a thorough analysis of the business's location and the trading areas surrounding the location including economic outlook, demographics and competition. For service businesses, get a map of the area covered by the business. Find out, based on the locations of various accounts, if there are any special requirements for delivering the product, or any transportation difficulties encountered by the business in getting the product to market.

19. Reputation of the business. The image of the business in the eyes of customers and suppliers is extremely important. As we mentioned, the image of the business can be an asset, or a liability. Interview customers, suppliers and the bank, as well as the owners of other businesses in the area, to determine the reputation of the business.

20. Seller-customer ties. You must find out if any customers are related or have any special ties to the present owner of the business. How long has any such account been with the company? What percentage of the company's business is accounted for by this particular customer or set of customers? Will this customer continue to purchase from the company if the ownership changes?

21. Inflated salaries. Some salaries may be inflated or perhaps the current owner may have a relative on the payroll who isn't working for the company. All of these possibilities should be analyzed.

22. List of current employees and organizational chart. Current employees can be a valuable asset, especially key personnel. Evaluate the organizational chart to understand who is responsible to whom. You must also look at the management practices of the company and know the wages of all employees and their length of employment. Examine any management-employee contracts that exist aside from a union agreement, as well as details of employee benefit plans; profit-sharing; health, life and accident insurance; vacation policies; and any employee-related lawsuits against the company.

23. OSHA requirements. Find out if the facility meets all occupational safety and health requirements and whether it has been inspected. If you feel that the seller is "hedging" on this and you see some things you feel might not be safe on the premises, you can ask the Occupational Safety and Health Administration (OSHA) to help you with an inspection. As a prospective buyer of a business that may come under OSHA scrutiny, you need to be certain that you are not buying an unsafe business. Some sellers may perceive your asking for OSHA's help as a dirty trick. But you must realize that as a prospective, serious buyer, you need to protect your position.

24. Insurance. Establish what type of insurance coverage is held for the operation of the business and all of its properties as well as who the underwriter and local company representative is, and how much the premiums are. Some businesses are underinsured and operating under potentially disastrous situations in case of fire or a major catastrophe. If you come into an underinsured operation, you could be wiped out if a major loss occurs.

25. Product liability. Product liability insurance is of particular interest if you're purchasing a manufacturing company. Insurance coverage can change dramatically from year to year, and this can markedly affect the cash flow of a company.

ACQUIRING A BUSINESS CAN BE A DAUNTING AND CHALLENGING EXPERIENCE. CHECK OUT OUR BOOK, AVAILABLE ON AMAZON.COM OR YOUR FAVORITE BOOKSTORE, FOR A STEP BY STEP GUIDE OF HOW TO ACCOMPLISH IT EASILY. IN ADDITION DIRECT COACHING IS AVAILABLE TO GUIDE YOU.

See: www.sterlingcooper.info

STERTING A BUSINESS, LOOK AT THESE HELPFUL GUIDELINES


Small Business 101: How to Get Started

Take a good look at that store on the corner. There is a 10 percent to 12 percent chance it will not be there next year, according to the Office of Advocacy for the Small Business Administration.

“If you’re new you have about a 50-50 chance of surviving five years,” said Brian Headd, an economist with the Office of Advocacy, which tracks small businesses and examines the impact of proposed regulations on them.

Still, such odds do not seem to damp the desire of entrepreneurs.

An estimated 671,800 small businesses with employees opened their doors in 2005, the most recent year with statistics available, even as another 544,800 were expected to close theirs that year.

“Starting a business is actually easy. You can get business cards and an address at Mailboxes, etc.,” said Bill Morland, chairman of the Orange County chapter of Score, a nonprofit association that works with the S.B.A. to educate and assist entrepreneurs. “But you’re not really in business until you sell something, and that isn’t easy.”

Success comes with education, careful planning and adequate cash flow, specialists say. And it has never been easier to lay the groundwork for starting a small business. Many tools are available on the Internet and at libraries to aid aspiring entrepreneurs. Whole magazines are devoted to the subject.

But where to start? The Small Business Administration Web site is an excellent place to obtain information easily. It provides everything from details on characteristics important to run a business to information on writing a business plan to links to local centers offering assistance to start-ups.

The site’s “getting ready” section runs through a series of questions intended to help aspiring business owners gauge whether they have the qualities needed for the job: Are you a self-starter? Can you get along with different types of people? Are you risk-tolerant? Flexible and self-disciplined?

Need someone to hold your hand? Score, short for Service Corps of Retired Executives, has a network of more than 10,000 volunteers, working and retired executives, offering free guidance on the Web, through their offices across the country and at workshops. Small Business Development Centers, a partner of the S.B.A., also provide guidance at centers across the country.

Gillian Murphy, director of the San Joaquin Delta College Small Business Development Center, said she quizzed her clients about their reasons for going into business on their own.

“I tell them ‘I know you have something in your heart that’s telling you you’re going to be incredibly successful. My job is to get in your head and balance your head with your heart,’ ” Ms. Murphy said.

To do that she has them create a basic business plan, including a financial statement.

“Understanding the industry is key,” she said. “If someone is going to start a floral shop and they do a projected profit-and-loss statement and I don’t see spikes in February and May, they have no idea what they’re doing.”

Eunice Green, who owns a health food store in Stockton, Calif., turned to the development center at San Joaquin Delta College when she thought about buying a second store. With the help of the center, she took information on the types of customers at her existing store and did what Ms. Murphy calls “economic gardening.” After applying the demographics at various distances from the store, she decided against opening a second store.

“It’s kind of intuitive, but the S.B.D.C. gave me so many great concrete tools,” said Ms. Green, owner of Green’s Nutrition.

A number of online resources have also grown up in recent years geared to providing small-business owners with a wide range of information. They include sites like Work.com, which has more than 1,700 how-to segments covering a multitude of issues confronting small businesses; E-venturing, run by the Ewing Marion Kauffman Foundation; and About.com’s small business and entrepreneur sites. (The New York Times Company owns About.com.)

StartupNation, a Web site founded by Rich and Jeff Sloan, offers advice through video segments augmented by written information and provides forums and groups where entrepreneurs can share information.

Other sites, like Bplans, owned and operated by Palo Alto Software, publisher of Business Plan Pro, have taken a more focused approach. Bplans offers more than 100 free sample business plans (more can be purchased) and they offer advice and other planning tools. When it comes to sorting through financial information, CCH Business Owner’s Toolkit has templates to help examine financial issues as well as other model business documents, checklists and government forms.

Still, any business or financial plan is only as good as the information it is built on. Finding that information may seem like a daunting task, but there are many free resources to turn to. A good first stop is the Census Bureau, which has detailed information in many areas including population, income and economic indicators for business. If the breadth of the Census Bureau’s information seems overwhelming, check out CensusScope, an Internet site that breaks demographic information down into manageable segments.

Another source of free statistical information online is FedStats, a site that provides a range of information produced by the federal government. And don’t forget you can still do your research the old-fashioned way by visiting a public library where a librarian will be able to provide a range of information, including industry publications.

The Library of Congress has compiled The Entrepreneur’s Guide to Small Business Information, a listing of books and directories helpful in establishing and running a business.

Ms. Murphy, who has been counseling small-business aspirants since 1989, says careful planning is essential to creating a successful business. Knowing the product, the market and the costs while having enough capital will go a long way toward getting through lean times.

“People who fail to plan have really not given themselves an opportunity to succeed,” she said.

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