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Chapter 1
Small Business in America
° The American Dream
° The American Reality
Chapter 2
How to Choose the Type of Business to Buy
° Inventory Your Inputs
° Manufacturing, Service, or Retail
° Inventories
° Special Skills
° Overhead
° Amount of Competition
° Professionalism of Competition
° Mark-Ups Available
° Dollar Volumes
° Dollars Per Sale
° Equipment Costs
° Other Items
° Franchises
Chapter 3
Ways to Achieve Goals without Buying or Selling
° Joint Venture
° Incentive-Motivated Employee/Manager
° Buy or Sell Among Partners or Family Members
° Liquidation - Instead of Sale
° Sell to a Competitor Who Wishes to Expand
° Sell the Real Property, and ??
° Other Types of Investment as Alternatives
° Compromise with Creditors
° Reevaluate Existing Business, and Correct
° Rethink your Ideas
° Change Professions
° Get More Education in your Field
Chapter 4
Why Buy an Ongoing Business
° Original Setup
° Proof of Need for Service/Product
° Calculated Risk
° Established Leasehold Improvements
° Suppliers in Place
° Customer Base and Lists
° Cash Flow
° Yellow Pages and Other Advertising
° Phone Number(s)
° Pricing Established
° Trained Employees
° Services in Place
° Used Equipment in Working Order
° Eliminate the Seller as Competition
° Better Financing May Be Possible
° Business Systems in Place
° Better Tax Treatment Possible
° Early Analysis Possible
° To Expand your Existing Business
Chapter 5
Why Sell an Ongoing Business
° Change of Lifestyle
° Retirement
° Move Up, or Expand
° Distress
° Family Difficulties
° Move Geographically
° Change of Financial Goals
° Burnout/Brown Out
° By Plan
° Partnership Problems
Chapter 6
Buying a Business
° Determine your Goals
° Examine the Alternatives
° Hire a Professional
° Check with your Accountant
° Check with your Attorney
° Check All Information Available
about the Prospective Purchase
° Reasons Sellers Withhold Information
° The Hazards of Demanding too Much Information
° Buying a Business Is More Than Numbers
° What Assets to Buy
° Valuation of Assets
° Goodwill: Excess over Basis
Chapter 7
Selling your Business
° Determine your Goals and Check Alternatives
° Hire a Professional
° Check with your Accountant
° Check with your Lawyer
° Confidential Treatment
° Time Frame Can Be Critical
° Make your Own Decisions
° Mechanics of a Sale
° Packaging
° Telling the Employees
° Telling the Customers
° Telling the Creditors
° Advertising
° Foreign Buyers
Chapter 8
Elements of a Business Contract
° Deposits
° Terms
° Supplements
° Resale Merchandise
° Assets to Be Transferred
° Instructions to Attorneys
° Prorations
° Bills of Sale
° Lease Assignment
° Liquor or Other Licenses
° Bulk Sales Requirement
° Books and Records
° Seller's Operation until Settlement
° Possession
° Transition Plan
° Liabilities to Be Assumed by Buyer
° Sales and Use Taxes
° Liquidated Damages
° Arbitration
° Attorneys' Fees
° Acceptance Time Frame
° Corporate Acknowledgment and Acceptance
° Payroll Taxes and Other Liabilities
° Due Diligence Time Frame
° Time Is of the Essence
Chapter 9
Choosing a Business Entity
° Sole Proprietorship
° Partnership
° Corporation
° Limited Liability Company (LLC)
Chapter 10
Dangers in Buying or Selling a Business
° Misleading Statements and/or Figures
° UCC Filings and Searches
° Books and Records
° Ignorance on the Part of the Seller
° Ignorance on the Part of the Buyer
° Licensing Not Transferable
° Government Approvals
° Estoppels
° Undercapitalization
° Inexperience
° Undisclosed Partners or Owners
° Nontransferable Lease
° Nonconforming Use
° Business May Depend on Seller's Personality
Chapter11
The Real Property - Lease or Buy?
° Lease Rates and Terms
° Tomorrow's Rates and Terms
° Length of Lease For Recovery Of Investment
° Portability Of Business
° Control Of Future Events
° Landlords Are People Too
° Affordability
° Balance Sheet Vs. Profit and Loss Functions
° Separate Investment
° Reversibility
° Enhancement At Time Of Sale
Chapter 12
Valuation of a Small Business
° Income Approach
° Market Comparison
° Replacement Cost
° Real Value
Chapter 13
Financing - Where to Get It
° Savings
° Cash Value Of Life Insurance
° Relatives
° Equity Mortgages
° Lines Of Credit
° Equity Partners
° Investors
° Banks
° SBA Guaranteed Loans
° SBICs
° Mortgage Brokers
° Venture Capital Groups
° Stock Market
° Plastic
° Business Plastic
° Seller Financing
Chapter 14
The Need for Professionals
° Legal
° Accounting
° Banking
° Practical Business People
° Investment Counselors/Brokers
° Build your Team
Chapter 15
More street-smarts
° Turnarounds
° Not Enough Parking
° Take a Job
° Hire the Best the Competitor Has
° Make a Profit
° What's your Rent Escalation?
° Real Estate Not for Sale
° The Car Wash Transaction
° A Month-to-Month Lease Will Stop a Sale
° Value vs. Price
Chapter 16
Sources of Help
° S.C.OR.E.
° The U.S. Small Business Admin.
° Small Business Development Centers
° SBA's Entrepreneurial Development Program
° Business Information Centers
° Bankers
° Accountants
° Better Business Bureaus
° Chambers of Commerce
° Universities' Schools of Business
° Trade Associations/Journals
° Business People
° Service Clubs
° Internet
° Clients
° Customers
° Friends (Even Relatives)
Appendix
° Find a CCIM
° Business Forms
° Software
° Publications and other Information Sources
° Web sites
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