Preface... v. Who Should Read This Book Organization and Content Acknowledgments Contacting the Author About the Author. Table of Contents...

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1 Preface v Who Should Read This Book Organization and Content Acknowledgments Contacting the Author About the Author vi vi ix ix ix Table of Contents Chapter 1: Introduction Applicability of Rules of Thumb 17 Weaknesses of Rules of Thumb 18 Value Drivers for Businesses 18 Attrition of Customers 18 Barriers to Entry 19 Cash Flow Analysis & Trends 19 Competition 21 Covenant not to Compete 23 Franchises 23 Geographic Location 24 History of Business & Prior Problems 26 Industry-Specific Trends 28 Inventory, Working Capital and Receivables 29 Leases 29 Long-Term Contracts 31 Macroeconomic Trends 32 Options to Purchase Stock or the Business 33 Ownership of Premises (Real Estate) and Business Valuation 33 Patents 34 Return on Investment 35 Sales Trends & Number of Customers 36 Special Permits and Licenses 36 11

2 Strategic Acquisition 37 Terms of Sale / Financing 37 Adjustments 37 Turn-Key (Absentee Owner) Business 38 Checklist of Important Items for Valuation 38 Chapter 2: Horticulture and Animal Related Businesses Veterinary Clinics 43 Kennels 45 Landscaping and Garden Services 46 Lawn Irrigation Services 48 Tree Services 49 Chapter 3: Construction Businesses General Indicators 53 Plumbing and Heating/Air Conditioning Contractors 53 Painting Contractors 55 Electrical Contractors 57 Flooring and Tiling Contractors 59 Roofing Contractors 61 Concrete Contractors 63 Structural Steel Contractors 65 Construction Cleanup/Demolition Contractors 67 Drilling Contractors 69 Chapter 4: Manufacturing Businesses Commercial Bakeries 71 Wineries 73 Water Shops 75 Silk Screen Printing 77 Cabinet Manufacturing 79 Wood Manufacturing 81 Magazine Publisher 83 Commercial Printing 85 Chemical Manufacturing 87 Apparel Manufacturing 89 Furniture Manufacturing 91 Machine Shops 93 Aircraft Parts Manufacturing 95 Injection Molding 97 Granite and Marble Manufacturing 99 Sheet Metal Manufacturing 101 Powder Coating 104 Tool and Die Manufacturing 105 Refrigeration Equipment Manufacturing 107 Printed Circuit Board Manufacturing 109 Sign Manufacturing 111 Chapter 5: Transportation, Sanitation and Communication Related Services Chauffeuring Services 115 Taxi Cab Fleets 117 Moving Companies

3 Travel Agencies 120 Wireless Communication 122 Waste Management 124 Parking Lot Sweeping 127 Chapter 6: Wholesale and Distribution Businesses Restaurant Equipment Wholesale/Distribution 129 Medical Supplies Distributors 131 Hearing Aid Distribution/Sales 133 Scrapyards 135 Garage Door Sales & Service 137 Food Distribution 138 Chemical Distribution 141 Heating Oil Distributorships 143 Beer Distributorships 145 Farm Supplies Distribution 147 Chapter 7: Retail Businesses Lumberyards 149 Paint and Wall Coverings Stores 151 Hardware Stores 152 Garden Centers and Nurseries 154 Dollar Stores 156 Variety Stores 158 Convenience Stores 160 Grocery Stores 162 Limited Service Restaurants (Fast Food) 164 Meat and Fish Markets 167 Candy Stores/Confectioneries 169 Retail Bakeries 170 Auto Accessories Retail 172 Tire Stores 174 Gas Stations (with Minimarts) 176 Motorcycle Shops 179 Auto Dealerships 181 Apparel Stores 184 Bookstores (New and Used) 186 Bridal Shops 188 Shoe Stores 189 Uniform Stores 191 Furniture Stores 193 Appliance Stores 195 Computer and Software Stores 197 Music and Video Retail 198 Musical Instruments and Supplies Stores 200 Catering and Catering Trucks 202 Full Service Restaurants 203 Beer and Wine Bars 206 Pharmacies 209 Liquor Stores 211 Antique Dealers 213 Bait and Tackle Shops 215 Sporting Goods 217 Jewelry Stores 219 Toy and Hobby Stores 221 Camera Stores

4 Gift Shops 224 Catalog and Mail Order 226 Vending Machine Routes 228 Flower Shops 229 Tobacco Stores 231 Newsstands 233 Beauty Supply Stores 234 Pet Stores 236 Trophy Stores 237 Chapter 8: Finance, Insurance and Real Estate Related Businesses Check Cashing Services 239 Loan Brokerage Agencies 241 Title Insurance Agencies 243 Insurance Agencies and Brokerages 245 Appraisal Practices 248 Real Estate Brokerage Agencies 249 Chapter 9: Business Services Advertising Agencies 253 Billboard Advertising 254 Collection Agencies 256 Blueprint Services 258 Graphic Design 260 Pest Control 262 Janitorial/Maid Services 264 Window Cleaning 265 Equipment Rental 267 Portable Toilet Companies 269 Employment Agencies 271 Temporary Labor Services 273 Computer Programming 275 Data Processing & Payroll Services 277 Internet Service Providers 278 Guard Services 280 Security Systems Businesses 282 Photo Labs 284 Answering Services 286 Mail Box and Parcel Centers 288 Home Inspection Services 289 Medical Transcription Services 291 Pool Services 292 Chapter 10: Personal Service and Lodging Businesses Hotels, Motels and Bed and Breakfasts 295 Coin-Op Laundry 297 Dry Cleaners 299 Carpet Cleaning 301 Beauty Salons 303 Funeral Services and Mortuaries 305 Tax Preparation Services 307 Tanning Salons 308 Tuxedo/Wedding and Gown Rental 310 Weight Loss Management

5 Chapter 11: Automotive Businesses Automotive Glass Repair Shop 313 Auto Transmission Centers 315 Auto/Truck Repair Shops (General) 317 Auto Detailing and Car Washes 319 Auto Towing Services 321 Auto Oil Lube & Tune-Up Shops 323 Auto Window Tinting 325 Chapter 12: Health, Education, Legal and Social Service Businesses Medical Practices 329 Chiropractic Practices 331 Nursing Homes 333 Dental Laboratories 335 Vocational and Music Schools 337 Driving Schools 338 Day Care Centers 340 Elder Care Center/Elder (Adult) Day Care 342 Chapter 13: Recreational Businesses Movie Theaters 345 Video Rental 347 Bowling Centers 349 Arcades 351 Recreational Equipment Rental 352 Chapter 14: Buyer/Seller Due Diligence Introduction 355 Buyer Due Diligence 355 Operations 356 Balance Sheet Assets 367 Balance Sheet Liabilities 368 Income Statements 370 Due Diligence for Different Business Entities 375 The Seller s Concern for Due Diligence 377 Professional Advisors 379 Legal Investigation Checklist 383 Data Specification Sheet for Machinery & Equipment 384 Chapter 15: Selling a Business: Terms and Financing Introduction 387 Financing the Acquisition (Seller Financing) 388 Financing the Acquisition ( Tapping the Balance Sheet ) 392 Supplier/Customer Financing 395 Terms, Earnouts & Contingencies 395 Negotiating on Price & Rates of Return on Investment 396 Rule of One-Third 400 Chapter 16: Typical Scenarios Used in Valuing Small Businesses Valuing a Business with Price to Sales Multiples (Actual Transactions)

6 Valuing a Business with Owners Discretionary Cash Flow Multiples (Actual Transactions) 404 Valuing a Business with Publicly Traded Comparables 404 Valuing a Business and Separating the Real Estate From the Business Cash Flow 409 Owner Owns Real Estate in Another Entity and Pays Himself Rent 411 Valuing a Business with Real Estate Being the Major Value 412 Business Owner has a Lease Which Will Terminate Soon, With No Options to Extend the Lease 415 Business Owner Has Family Members Not Getting Paid 415 Business Owner Runs Personal Expenses Through the Business 416 Business Owner has not Invested in Capital Equipment 417 Business Owner has Excess/(Shortfall) Working Capital 417 When to Adjust for a Manager Salary 421 Non Recurring Expenses 422 Valuing Skim (Not Reporting Income) 426 Income Statement Adjustments 427 Balance Sheet Adjustments 428 Equipment Valuation Example (OLV vs FLV) 432 References, Definitions & Glossary Selected References 437 Business Appraisal Definitions 441 Real Estate Appraisal Definitions 442 Machinery and Equipment Appraisal Definitions 442 Glossary of Business Valuation Definitions 443 Business Valuation Resources and Where to Obtain Them 448 Index

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