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"Insightful,
detailed, and thoroughly readable"
"...a
'must read' for anyone contemplating the sale or purchase of a
business..."
Published in "Today's
Business Owner", "Home Business Journal",
the "Arizona School of Real Estate and Business
Journal" among many others..."
...this book
is a valuable source of information for anyone interested in
buying or selling a business...
If you purchase the Guide before
October 1st, 2000, you may select and receive one of the following Primers at no extra cost.
...Scott has
successfully combined all aspects of buying, selling and
evaluating businesses in a format that is very concise and
readable...
...any professional who
provides services to business owners will find this book to be
an invaluable resource guide...
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My New Book
"Upstart Guide to Buying, Valuing and Selling Your Business"
This comprehensive overview of the many issues surrounding business purchases and sales (business brokerage) and business valuation comes with a complimentary computer disk featuring sample purchase contracts (stock sale or asset sale), lease assignment forms, acquisition checklists, due diligence questionnaires, seller disclosure forms (real property and personal property) and cash flow analysis, guidelines and forms.
The guide itself contains
detailed analysis of the following areas:
- Phone numbers/web pages
for dozens of business opportunity contacts.
- Detailed due diligence
pointers for all major business types (e.g. home-based,
franchised, distressed, established) and categories
(retail, manufacturing, service, wholesales, food,
automotive)
- Complete broker interview
questionnaire, buyer broker agreement, listing contract,
confidentiality agreement (non-disclosure form), personal
financial statement, corporate resolutions to sell/buy and
other forms.
- Unparalleled discussion
and explanation of cash flow and its role in business
valuation, including use of discount rates
- Over 250 sample contract
clauses to benefit the buyer and/or seller
- Practical review of the
buying/selling process, including valuable negotiating
tactics and pitfalls
- Current
bibliography
listing dozens of useful supplemental books, guides, web
sites, phone numbers and magazine
- Recommended
steps/procedures for maximizing sales price and after tax
return of your sold business
- Advantages of and tips for
obtaining SBA financing or other types of business
acquisition financing, e.g. seller financing or venture
capital funding
- Stand alone glossary
containing many relative and important terms and concepts
unique to a business sales process as well as detailed
table of contents and index
AND MUCH MORE!
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Among the dozens of favorable reviews written about the Guide, local CPA and CFO of Olympian Labs wrote:
“This book is a valuable source of information for
anyone interested in buying or selling a business, or for
anyone who currently operates a business. Scott has
successfully combined all aspects of buying, selling and
evaluating businesses in a format that is very concise and
readable. This book answers questions I am constantly asked by
current and prospective business owners. Any professional who
provides services to business owners will find this book to be
an invaluable resource guide. The references to other books
and telephone numbers for more in-depth research of certain
areas are wonderful”
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Additional Primers
As mentioned elsewhere, the following additional “Primers” are being offered in conjunction with the purchase of the Guide.
If you
purchase the Guide before October 1st, 2000, you may select and receive one of the following Primers at no extra
cost! Should you wish to purchase additional Primers, they are also available at the prices described below.
The Primers to choose from are:
- Accounting Primer
This Primer addresses the important components of GAAP related accounting
(double-entry bookkeeping, accrual accounting, FASB, etc.) as it relates to business brokerage and evaluating business opportunities.
Suggestions on how to audit the books and records of a prospect firm are presented, such as how to
compare and match financial statements prepared for book purposes as opposed to tax
purposes.
Differences between calculating adjusted cash flow versus net income or operating income are stressed.
The basics of debits and credits all the way to
financial statement analysis (horizontal, vertical and ratio analysis) make this an invaluable due diligence tool.
Finally, the differences between
“pooling of interests”
and “purchase accounting” for
acquisitions are reviewed. The impact of “goodwill” on future accounting earnings is analyzed along with the impact of the
“allocation of purchase price”
for tax purposes (both associated with purchase accounting as opposed to pooling). An important update in the
FASB’s position
on pooling is included, which may have a dramatic effect on
mergers and acquisitions and the fair market value of businesses that are attractive to Fortune 2000 companies.
- Financing Primer
The issues surrounding obtaining financing in support of buying a business
are analyzed in more depth than in the Guide. The value of leverage through
SBA financing is stressed and illustrated through examples. The pros and cons of using
venture capital or angel investors to help grow a firm are discussed. The impact on
taxation resulting from offering seller financing
is reviewed along with the importance of properly executed
borrower guarantees and collateral related
documents. All possible sources of business financing ranging from
working capital loans to factoring of accounts receivable
are presented and compared in terms of availability, cost and term.
- Entity Choice Primer
This extremely useful Primer presents in a user-friendly format the many
pros and cons of various entity formation
choices. All relevant issues that are impacted by the entity choice are evaluated for
Sole Proprietors, S-corporations, C-corporations, Limited Liability Companies, Limited Partnerships, Professional Corporations and other
variations.
- Valuation Case Study Primer
This Primer contains several “Case Studies” in valuation that compliment nicely the content included in the Upstart Guide. A
variety of different company types are evaluated in this Primer, including an internet based retail
company, a medical practice, a
small manufacturing company and an accounting/tax
practice.
- Environmental Issues Primer
The information contained in this Primer has become increasingly important for
entrepreneurs. Whether you are buying a dry cleaning business or utilize hazardous chemicals to produce microchips, environmental issues and problems that are ignored can
lead to the demise of otherwise profitable
companies.
Important information about
various federal agencies and laws,
rules and regulations are presented here, along with a
sample environmental questionnaire commonly required by banks making
SBA guaranteed loans. Descriptions and costs for
environmental services such as Phase I, II and III audits are outlined for the reader.
It is fairly well known that through even
partial liability for environmental problems small business owners can be made to pay in full for any corrective action required by state or federal agencies. Being familiar with the related issues is the first step toward mitigating any potential problems in this area.
Suggestions for contractual protection through representations,
warranties and indemnifications are also made to
ensure maximum protection for the buyer of seller of a small
business.
- Immigration Visa Primer
The information
presented here will provide the readers with a practical
overview of how foreign residents can
obtain various visas to work and live in the United
States.
Inter-company
transfer
visas, work visas and the increasingly popular
"gold card" options
are all analyzed in detail.
Buying a business by investing $1
million can help the non-U.S. entrepreneur enter and remain
in the country.
Understanding the
visa system of the United States Department of Immigration
and Naturalization Services (INS) is a prerequisite
for foreign entrepreneurs wishing to work or enjoy self-employment
live in the United States.
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About the Primers
Each of the above Primers
has been written exclusively within the framework of the buy/sell
process related to small, privately held companies. They
average approximately 30 pages of single spaced information,
collectively comprising what might be referred to as an advanced
version of the Upstart Guide.
Additional primers may be purchased at the following rates:
One Extra Primer
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$17 |
Two Extra Primers
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$28 |
Three Extra Primers
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$34 |
Four Extra Primers
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$40 |
Five Extra Primers
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$44 |
Scott Gabehart
Phone 1-602-692-0887 Fax 1-480-718-7472
Email sgabe57806@aol.com
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