Small to Medium Business: Buying a Business

本人一直寻找小生意。 每每看到很多人坠入陷阱，而苦苦挣扎。 更感做好功课十分重要。

愿把此文献给大家。 虽是澳洲情况，可能不完全适合其他国家，但读一读一定收益。

特别需要注意的：

在澳洲（我也适合其他地区）连锁店已经进入成熟期，并逐渐开始转入衰退，发展空间和profit margin 都开始下降。 特别是太多同类连锁店的出现，使得市场竞争越来越激烈。

建议大家一定要小心购买连锁店。 不要最终砸在你的手里。

通常连锁店需要1-2年收回成本。 比如投资20万，2年后你可以赚20万，但如果你的店不值钱了或贬值，实际你白忙乎！ 所以周期越长你的风险越大！

买生意的Golden Rule：

别听任何人的摆胡，TURNOVER 是你买店唯一标准，请亲自到店前一个一个数数。再详细列出所有费用。

特别小心东方人，特别是东南亚和港澳台人，知道你看店会做很多手脚。如请朋友和家人消费，大降价。 我曾有一个经历，老兄半年前就开始把价格拉的很低，在这条街最低， 你看到这种店如果不知道情况，会把你乐死。


ttp://www.abc.net.au/rn/learning/lifelong/stories/s1242058.htm
Presented by James Carleton
Small to Medium Business: Buying a Business
Small to Medium Business: Buying a Business
Sunday 22 January 2006
with James Carleton
Listen to this episode in Real Audio | Help with listening


There are two key elements to buying a business: viability and suitability. Operators often fall into the trap of paying too much. In this episode we look at the contract, the books, franchising and good will, so that you can buy a business using your head AND your heart. One of our guides is an enterprising hot dog-stand operator, calling the shots from a corner of one of our busiest metropolises.
Tran:
Brad Sugars: Don’t fall in love with the business, fall in love with the deal.

Kathleen Badolato: One thing to watch out is if there’s been any bankruptcies or any store closures due to going bad or whatever.

Man: Because you make your money when you buy, you don’t make it when you sell, you’ve got to buy it at the right price.

James Carleton: What about those ads in the paper, can they be trusted to be reliable?

Graham Chilman: No.

Nick Badolato: You know, I was going to do this, I was going to do that, and I thought to myself If I don’t get into now, I may be too old later on to give it a good go.

Brad Sugars: ‘Know when to hold them, know when to fold them’, and absolutely ‘know when to run’.

Announcer: From S to M. Program Three: Buying a Business.

James Carleton: Hallo, I’m James Carleton, with a coffee and cake at a Sydney patisserie. And the owners here know that buying a business can be the start of a busy and rewarding career. We’ll meet them shortly.

Whatever business you buy, before any deal is made, you must work out fair value. How? For some, the accountant’s office is the first port of call. Business coach Brad Sugars, takes his initial advice from a different source altogether.

Brad Sugars: Generally I won’t go and see an accountant to buy a business because what the accountant’s going to do is tell you all of the things that would be wrong with the business, and you already know there’s a lot of stuff wrong with the business, otherwise they wouldn’t be selling, in most cases.

The solicitor? Yes, well see them last, to draw up the contracts. What I want to see first is really the sales and marketing side of the business. You know, a lot of people look at their business and think it’s worth a lot of money, but the reality is, if you’re a carpenter, oftentimes you’ve got to sell your business to another carpenter, because you’re not selling a business, you’re selling a job. Therefore you won’t ever get very much for the business.

You’ve got to look at the business assets on very much a written down value: what are they worth in a fire sale auction? You can’t pay full price for a business. Oftentimes you’ll find people who’ll go out and set up a brand new business, you know for example I just saw one yesterday where they’d set up a brand-new café, and they’d spent $170,000 fitting out the café, but the business itself, if you were to buy it today, would be worth less than $20,000.

Now when you go in to do the valuations, you’ve really got to be fairly careful that you don’t in any way, shape, or form, value it at what replacement cost would be. Its value is what you could sell it for in a fire sale at an auction.

Now I will get someone from an auctioneering company to come in and give me a value that they’ll purchase the equipment for in a written cheque that afternoon. And that’s really my value on the equipment, rather than giving it a value based on an accountant or mine, or someone else not really in the know’s point of view.

The average person overrates goodwill massively. You see goodwill, in 99.9% of cases is worth zero, and the reason I say that is because most of the time, the clients that are coming there now won’t stay there if a) the staff, or b) the owner leave, and you don’t do something drastic to keep them there.

So I understand that people seem to say ‘Well, you know, they’ve already got good turnover and they’ve already got good profits,’ but in most cases you’re going to lose a fair bit of that when you first take on the business, and you’re going to need to rebuild a lot of that. But the flipside of that, probably 80% of businesses that are for sale out there in the marketplace are actually running at a loss at present.

And that’s a very important thing to remember. Now they’ll show you how it’s really making a profit. If you took a normal wage out for you doing your own job in the business, after that it’s not making much profit. So you’ve got to balance it up. Before you buy a business, think about it. If I took a wage out and paid someone else to do the job that I’ll be doing, would it still be making a profit and would I still get a good return on investment?

SONG

Brad Sugars: I love the people who come to me saying ‘I’ve always wanted to own my own restaurant’, you know, so run like heck, don’t fall in love with the business, fall in love with the deal. And that’s a very important point, ‘know when to hold them, know when to fold them, know when to walk away’ and absolutely ‘know when to run’.

SONG

Announcer: From S to M, a series about small to medium business in Australia.

James Carleton: So where can you find business opportunities? Graham Chilman is an Adelaide-based business broker; and Colin McCosker, a franchise expert from the University of Southern Queensland.

Graham, can those ‘Business for Sale’ ads in the newspaper be trusted?

Graham Chilman: No. You would say quite comfortably that say 90% of those advertisements would be pretty ordinary businesses, and you would just expect that that would be the case.

Colin McCosker: The records, for a start can be a real problem, because so many small businesses do not record all their income and then they want to convince you when they come to sell, that their income is much more than their taxable income. So you’ve got a problem there, for a start.

James Carleton: What do you reckon on that, Graham?

Graham Chilman: Yes. Everybody has an enormous variation in interpretation of and perception of value, and the poor old vendor goes along to his accountant who says that it’s worth X number of dollars, he might say it’s worth half a million dollars, and the purchaser’s accountant says to his client, that it’s worth $200,000, and it’s literally that divergent.

Interpretation of value? The way that we see it, the old rules of thumb are out the window and it comes back to what are the assets of the business, being stock, plant and goodwill, and what is a fair return on those funds? Unless that return on funds is there then I’m finding that guys are shying completely away. Unless the business is near asset value say, and there’s an opportunity to build it.

Colin McCosker: That’s one area where a good franchise can be very useful, because you’ve come with the goodwill that’s well established, and a name that’s known, and you get the opportunity to start your business without having to try and convince the customers that it’s a good business to deal with. And I think it’s probably more assessable in that case.

James Carleton: Well according to the Franchise Council of Australia, more than four out of five businesses are still operating, even after five years. Now Graham, that would be a very encouraging statistic, but it doesn’t mean there aren’t horror stories, does it?

Graham Chilman: Oh, most definitely. Franchising, and I’d be interested in your comment on this, Colin, but I think that franchising has gone through its early growth as a youngster, it’s been born, it’s gone through its early formative years, in its teenage years, and it’s starting to mature, but in that maturity there’ll be a reasonable amount of fallout, in my view, because there’s this problem of very high competition and the profitability issues.

And so many franchises I think are finding it difficult for the franchisees to make really good money and show an adequate return on funds. There’s plenty that are, there’s also plenty that aren’t. Franchising done well is fantastic, but when it’s not done well, it’s terrible.

Colin McCosker: Yes, that’s right. When it’s good it’s very, very good, and when it’s bad it’s horrid.

Graham Chilman: Yes.

Colin McCosker: Something along that line I know there’s quite a few sayings, but it is true. No, I think done well it’s hard to beat, it’s got the buying power, it’s got the marketing power, because the combined funds with all the franchisees, it’s got the training in that particular business, not just in business generally, it’s got the ongoing support, all these things together make for a much more secure situation for the franchisee to operate in.

James Carleton: When evaluating a potential franchise agreement, is it essential to get the accountant and solicitor involved?

Colin McCosker: Oh definitely, yes. The accountant, immediately you’re buying any business, you ought to get the accountant involved.

Graham Chilman: I want to just make a comment there on the accounting side. We deal with accountants all the time, yet the difficulty of course is that if an accountant is looking at a business on behalf of a purchaser, they’re out there looking, you know, why should you not buy this business, and say they’re looking at it from a very conservative point of view, and so they should, you know, they’re looking to protect their client, they’re also looking to protect their own tail because they don’t want to be sued if they go ahead; it’s much easier to say No to a business than Yes.

And so a purchaser’s advisers tend to be a bit conservative, as the vendor’s advisers tend to be a bit over the top at times. And so that’s why you get this significant variation on any interpretation, so I think a buyer has to listen to the advice and look at why they’re buying the business in the first place, and establish if any of the negatives that their advisers are raising are sufficient to make them cease negotiating.

James Carleton: The small business aspirant really has such a raft of often conflicting information about what they can and can’t do, and I guess this program is just another case in point. But where else can they go, apart from the solicitor and the accountant to get good help?

Graham Chilman: Preferably they’ve got a mentor, somebody who can look at something objectively, somebody who’s an expert in the field, that’s who I’d be chasing.

James Carleton: And Federal and State governments?

Colin McCosker: Well State governments have a small business agency. The Federal government’s role is more in supporting what is done at the State level and the face-to-face, but that can be helpful, it just depends on the people you strike, but sometimes there is assistance available. For instance in a particular industry that they might find out about by going to the local small business agency. Where I was involved in a University of Southern Queensland, we get the students to do marketing research and various things like that for small businesses to help them along the way, and sometimes there’s help at places like that if they only look around for it.

Graham Chilman: One thing I found in particular, that if I was a franchisee or a potential franchisee looking at a business, the number one thing I look at is the franchisor, and are they somebody whom you can trust, somebody that you think is a worthwhile person, somebody who does what they say they’re going to do? That’s the first thing. The second thing is does the system work? That is, are franchisees making money? And the third thing, what’s the happy barometer, as I call it, of the franchisees? And whilst there’s always going to be somebody who’s unhappy, what’s the overall happy barometer like? And the only way you can do that is to speak to at least a substantial proportion, not just a few franchisees, but a lot of them.

Colin McCosker: One thing under the code and disclosure document, they have to be given a list of all the franchisees and it’s wise to talk to as many as possible, not just the one the franchiser says like, ‘Here’s two or three, and they’ll be helpful’. And one thing I would say too, that if the franchiser is too keen to sign you up if you’re investing, be wary of this, because any decent franchiser is going to be very careful about who they take on as a franchisee, because the whole system is affected by the results of that individual.

If they’re too keen to sign up and want to give a discount on the franchise fee and all the rest of it, it’s probably too good to be true.

James Carleton: Graham Chilman and Colin McCosker.

Kathleen Badolato: All right, so 6.30 you’ll be here, and we’ll put up the Easter display and then you’ll help us relay all the cakes in the counter. Excellent. All right, thanks Sophia. ‘Bye.

James Carleton: To see a franchise in action, let’s return to that suburban Sydney patisserie.

Kathleen Badolato: I’m Kathleen Badolato.

Nick Badolato: My name’s Nick Badolato, Kathleen’s partner.

Kathleen Badolato: Partner in business, love, life, friendship, everything.

Nick Badolato: In our particular store, it’s cakes, coffees, pies, savoury items.

Kathleen Badolato: I worked for Westpac and at the moment I’m presently on six months’ leave. I worked part-time when we first started the business, and I’ve had time off through the whole time we’ve been here.

Nick Badolato: I guess it was a gut –

Kathleen Badolato: It was a turning point in both our lives. Something Nick’s always wanted to do ever since I’ve known him, and we’ve known each other 20 years, and he’s always wanted to be in business. But just not sure what to do. And the franchise seemed to be a good way to start out in business on your own, knowing that the support that you get from being in a franchise, rather than just setting up Nick’s Café.

Nick Badolato: You go through life at some stage and you always say, OK, I’d like to go into business one day, and before you know it, it turns into, ‘I was going to do this, I was going to do that’, and I thought to myself, If I don’t get into it now and do it now, I may be too old later on to really give it a good go, and we’re five years down the track now and we’re probably a bit older and greyer now.

Kathleen Badolato: We were only talking to someone yesterday who was saying that they’re looking around for a franchise to go into. And the beauty with Michel’s is that you can borrow 60% now on the goodwill of the business, so you don’t need a hell of a lot of security to go into that sort of a business.

Nick Badolato: Well they screen their people quite well, that’s why they’re such a good franchise system. They look into your background and find out what your history is like, you know, and they screen the people that they use to have a successful chain, and take it from there, basically.

Kathleen Badolato: One thing to watch out is if there’s been any bankruptcies or any store closures due to going bad or whatever. If anyone looks into going into a franchise, they should go round and speak to existing franchisees, and get their feel on how they find their franchise, that they’re looking to get into.

We’ve got a very good solicitor and he checked the agreement with a fine toothcomb and he actually added a few clauses to nurture it more for us. So it’s 2% on your gross sales, you do a trading sheet, showing them your profit and loss for that month, there’s 2% that you pay them, you attach a cheque and send it with your trading sheet. Every month, 2% on your gross.

Nick Badolato: Which goes into a marketing fee, and it’s used for TV commercials which we see, point of sale material which is of an extremely high standard, different marketing campaigns throughout the year that are made and done.

Kathleen Badolato: It gets re-channelled back in to help all the franchisees.

Nick Badolato: There are some out there that virtually are controlled on a central system where the takings are put on a 50% 50-50.

Kathleen Badolato: Ten or 15% I think some were, too.

Nick Badolato: Yes. There’s various –

Kathleen Badolato: And there was a higher fee to – like when we joined it was a $40,000 franchise fee to join the franchise, and some of the other ones were near $100,000, so this one here seemed more affordable for us as a family couple to join.

Woman: Can I have a cappuccino to drink here, and a cone with a chocolate and hazelnut.

Woman: Yes, certainly, what flavour do you want?

Nick Badolato: I constantly throw to them ideas that I think would probably work and you know, they probably get sick of me sometimes by saying, ‘Oh, what are you doing now?’ you know, ‘What do you want to do?’ But it’s great, you know, they listen and they’re very open with ideas and different systems that would probably work better.

Kathleen Badolato: We sort of took a punt and that’s why I stayed working because we thought Well, if the shop doesn’t do well, at least there’s somebody earning a wage. The other thing was, the accountant said to us, ‘You stay in it 12 months’, this was our accountant, Sidney, and he said to us, ‘At the end of 12 months, if you’re not making money, I’ll tell you to sell’, and he said to me, ‘You’ll sell it for probably $40,000 or $50,000 less than what it cost you to set it up’, and he said to Nick, ‘You look at it as if you’ve lost one year’s wage and move on with your life.’ He said, ‘After 12 months, whipping a dead horse isn’t going to get you anywhere.’

Brad Sugars: Nick and Kathleen clearly have a realistic attitude. And that’s crucial, because in the hospitality industry high expectations and business realities can collide head-on.

BELL

Woman: Welcome Mr Bailey, so what can I do for you?

Mr Bailey: They told me I should get your professional advice. I want to give up work to run a café.

Woman: Give up work? You may find it’s more work than you’ve ever done. Have you got a business plan?

Mr Bailey: Yes, I plan to name the business after me: Bailey’s Irish Beans.

Woman: Catchy name. Go on.

Mr Bailey: Well, that’s my plan so far.

Woman: What would be different about your café?

Mr Bailey: Well you’d be able to drop in and have a coffee.

Woman: You can do that at any café actually. What will set yours apart?

Mr Bailey: Oh, ah, well. It’s got a catchy name.

Woman: Is there any existing goodwill?

Mr Bailey: Oh, you bet. Kind, friendly and willing, that’s me.

Woman: Look, Mr Bailey, you need a business plan, a goal-setting instrument to give you an idea of where you want the business to go and how you’re going to get there. You need forecast revenues, expenditures and income streams.

Mr Bailey: How do I know how much I’ll make if I haven’t bought the business yet?

Woman: Well what about an estimate?

Mr Bailey: Heaps.

Woman: No, more specific.

Mr Bailey: Buckets?

Woman: Let me guess. You don’t have any finance.

Mr Bailey: No. But I hope to get a bank loan.

Woman: They’ll need security.

Mr Bailey: Got it covered. Doors are all deadlocked.

Woman: No, guaranteed security on the loan.

Mr Bailey: Shall I install an alarm?

Woman: Look, maybe you should call it Bailey’s Foolish Dream.

Mr Bailey: Well, you can consider yourself off the opening night VIP list.

Voice: Your next appointment’s here, he says he wants to buy a pub.

Woman: Send him in.

Man: Gooday love. Want a beer?

Woman: At this time of day?

Man: A fortified wine, then?

James Carleton: The dream of running a café or pub. Well if that doesn’t work out, how about buying a houseboat and turning it into a floating hotel?

Let’s take a drive to the Murray River, with a couple who’ve done just that.

Robyn Coles: Hallo, my name’s Robyn from Mystique Houseboats.

John Nienaber: And I’m John, also from Mystique Houseboats. We own a houseboat called Mystique. It’s at the moment a one-boat fleet, if you like, and it’s on the top end of the market. It’s surveyed for a maximum of 12 people, it’s 20 metres long and it’s 8 metres wide, pretty much a luxury craft on the river. It’s a bit like a floating holiday house down the river and changing your view every day.

Robyn Coles: The honeymoon market is opening up a lot. We’re finding a lot of the honeymooners are hiring one and two bedroom houseboats, particularly boats with a spa. There are a number of increasing boats on the river now, with one-bedroom and then one spa room.

James Carleton: What, and then they use the second bedroom if they have a fight?

Robyn Coles: That, or the top deck.

James Carleton: Well let’s go down by the river, shall we?

Robyn Coles: Absolutely. Oh John, I haven’t shut the window, the alarm’ll go off.

John Nienaber: We were told by a lot of people we met in the houseboat industry while holidaying on them, that they were a pretty good investment, done the right way of course, and if one purchased the right vessel. So we decided to take a look at it, and did the numbers.

We spent quite a lot of time researching the industry by travelling on different boats, and when we became serious about looking for a boat to purchase, we then started seeing what was available. This entailed driving almost to the South Australia-Victorian border on several occasions to look at boats that had come up for sale upstream.

It was very good actually, we enjoyed every trip we took. But we did spend a lot of time in the car as well, you know, on day trips. And we were surprised at what sort of vessel you’d get for the capital outlay. We thought that they weren’t as good as what we envisaged they were going to be. So that brought us back down to this end of the river to seek a more suitable craft for the capital we had to invest.

Robyn Coles: Whatever we bought had to be something that the client felt that they were getting good value for money, they weren’t paying $1000 or $1500 for the view, they were getting the view as a value-added package on top of the luxury holiday experience.

John Nienaber: What we did, we approached a couple that owned Mystique; we were told that it was a very, very good vessel, good value for money and the price that the couple may want for the boat would indicate that it was pretty much in our price range.

Robyn Coles: We looked at all the boats on the River Murray and knew what vessels were around. We got to the stage through our research, we had a huge A4 binder and we would research, we would take our binoculars, we had information brochures on a lot of the vessels on the Murray, what the interiors looked like, the exteriors medium-priced boats, lower-priced boats to the more expensive de luxe boats, which is what we were really after, because that was the clientele.

We wanted the family, and there is a lot of competition but we figured service, cleanliness of boat and maintenance does figure into the equation to be successful, and also giving maybe the little extras: current magazines, bathrobes, guest slippers, can just make a holiday experience just a little bit better.

John Nienaber: We ran it past our accountant, and with the tax incentives that are attached with that sort of investment, we were advised that it was a good buy, for the capital outlay, for the income it was generating at the time, combined with the tax advantage, for depreciation purposes, that Mystique would be a good buy. There’s an industry rule of thumb that we discovered after doing our research, that a boat generally will return about 40% occupancy a year. Using the 40% rule, or just over, one quickly comes to the conclusion you can either afford to pay a certain amount for a vessel based on that, as being the lowest occupancy, or thereabouts, maybe taking 10% off for a worst case scenario, seeing how they stack up against that, and then being confident that you can build the business to go beyond that.

Since we’ve owned Mystique Houseboats, we have built the business and increased the occupancy by something approaching 30% over the standard, or industry rule of thumb of around 40%. So our boat is constantly returning us a 65% to 70% occupancy rate.

Robyn Coles: We know when we holiday and we do try to holiday aboard the vessel, as holidaymakers when we can get on the vessel, to look at it from a client’s point of view as to any new innovations we need to put on board, replacements etc. to make the boat even more comfortable. And we definitely know we bought the right vessel as far as marketability goes, returns, and being able to build upon what was a fabulous base in the first stage. And coupled with the right advertising and marketing strategies, I think we absolutely did make the right move.

James Carleton: Tell me John, the fact that you heard about this deal being on offer from a friend of a friend, and it turned out to be a good deal, I mean is that more than a coincidence?

John Nienaber: It’s like a lot of things, isn’t it? in life you find, James, and I guess in business, is how many times has that job you’re looking for actually advertised in the press, you kind of hear about it from people, and you go out and investigate, and suddenly you find something that comes to fruition that you’ve been out there looking for. I guess it’s a matter of keeping your nose to the ground (sic) and just sniffing out the deals as they come along.

Robyn Coles: It was still an element of risk because there wasn’t the yellow pages advertising that we now do have with the vessel. The previous owners weren’t also in the tourism publications, which we strived to be in from day one. So we did have to change some of the marketing strategies that Mystique had, but we did have a great client base. The vessel had a great reputation, which we were able to expand upon. It certainly made things a lot easier and the way that the vessel had been managed, it was like stepping into, it was a tailor-made business basically.

John Nienaber: Do your research. Make sure the decisions you make are not an emotive decision, that you make decisions based on the numbers, and if you base them on the numbers and you’re confident that you can go forward and grow the business, you should go for it, don’t look back, look forward all the time.

James Carleton: Fall in love with the deal, not with the boat?

Robyn Coles: Absolutely. Fall in love with the idea, the idea of making it. It’s a business decision, making the money that you want to, you want the lifestyle. You do always have to look at it as a job, because it is a job, it’s something that you can never walk away from and hand over to someone, I believe, and totally divorce yourself from that asset, even if it is under 100% management, you still have to maintain an interest in that as a business going concern.

James Carleton: Traditional Murray River hospitality, with Robyn Coles and John Nienaber.

Next week, how technology, deregulation and globalisation are transforming Australian business. Running a small to medium enterprise in the new economy. See you then.

MUSIC

Announcer: From S to M is a co-production of Open Learning Australia and ABC Radio National.

MUSIC

Announcer: Series producer is James Carleton.


The series From S to M: small to medium business in Australia is produced with the support of Open Learning Australia



Guests:
Nick & Kathleen Badolato
Michel’s Patisserie
Shop 15 Leichhardt Marketplace
Flood Street Cnr Marion Street
LEICHHARDT NSW 2040
[phone]
Graham Chilman
Chilman Business Pty Ltd
135 Fullerton Rd
ROSE PARK SA 5067
[phone]
[e-mail]
Robyn Coles & John Nienaber
Mystique Houseboats
[phone]
[e-mail]
Colin McCosker
Franchising consultant and educator
[phone]
[e-mail]
Brad Sugars
Action International
GPO Box 1340, Bri*****ane QLD 4001
1800 670 335
[phone]
[e-mail]
More information:
Business Entry Point
Business Entry Point (BEP) is an online government resource for the Australian business community. BEP is coordinated by the Commonwealth Department of Industry, Tourism and Resources with the support of state governments.
Starting a Business - Business Entry Point
BEP site specifically devoted to starting a business. Check out the comprehensive links for all Australian states and territories
Buying a Business: NSW Dep't of State & Regional Development
Basic tips on how to work out fair value for a small business.
www.bradsugars.com
Business Motivator Brad Sugars
Mystique Houseboats
Small Business Case Study
Michel’s Patisserie Franchise
Small Business Case Study
U.S.B. - Understanding Small Business
Personal Home Page of Rolffe Peacock, Principal Lecturer in Small Business at the University of South Australia. This educational and information site has a comprehensive set of links.

所有跟帖： 

• 补充：连锁店就是加盟 -wcl- ♂ (0 bytes) () 02/12/2007 postreply 04:18:14

• 我知道有个福州的老板娘以前是开餐馆的，还算成功。 -ladybug2005- ♀ (118 bytes) () 02/12/2007 postreply 12:19:30

• 99.99% 出售的生意是垃圾。10万以下的，广告多的j绝对不能卖。 -wcl- ♂ (0 bytes) () 02/12/2007 postreply 13:14:14