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Loren Marc Schmerler, President of BLM Interviewed on Atlanta Business RadioX

Atlanta Business RadioX Interview

Spotlighting the City’s Best Businesses And The People Who Lead Them!

On Wednesday June 13th, 2018, Bottom Line Management, Inc. President, Loren Marc Schmerler was interviewed by Atlanta BusinessRadioX. Loren shares his experiences within the Business Brokerage Industry and provides useful business buying and selling tips.

Listen to the Interview

Photos from the Radio Show

About Atlanta Business RadioX

Amplifying The Voice Of Business Business RadioX ® Studio Partners from across the Network are Amplifying The Voice of Business by sharing unscripted conversations from local business leaders serving their market, their community, and their profession.

Contact BLM for any of your Business Buying or Selling Needs

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Should You Sign a NDA when Buying a Business?

Loren Marc Schmerler, CPC, APC and President/Founder of Bottom Line Management, Inc. and an expert Business Broker/Business Intermediary says,

“Recently, I came across this article “Should You Sign a NDA when Buying a Business?” and from my more then 30 years experience in the Business Brokerage Industry, to protect my Sellers and Buyers I have always insisted upon using NDA documents.”

Article from GlobalBX and Biz, George Massalas

There are some steps in the business for sale process that benefit both the seller and you, the buyer. These steps protect the seller from “time-wasting” buyers, and the buyer from acquiring lemons. One of the most important questions when buying a business is “Can I see your financial statements?” Numbers provide vital information to help you decide if you should buy a business. Even if a seller has placed the business on the market, he or she remains reluctant to share highly confidential and sensitive records to any potential buyer. If the seller thinks you are a credible prospective buyer, he or she will let you sign a business non-disclosure agreement before the company’s proprietary information will be opened to you.

What is a Non Disclosure Agreement?
This is a standard legal agreement presented by the seller to the buyer to protect the former’s business if a potential sales deal falls through. This agreement gives both parties room for an open and honest atmosphere that may lead to a successful transfer of ownership of the business. The NDA is solely for the purpose of selling and buying a business, respectively.

The potential buyer cannot talk about the business to anyone, except to the parties included in the NDA, use gathered information, steal customers and employees of the business, nor use the information for commercial advantage. The seller can control the flow of information and protect its confidentiality.

What are the Benefits of a NDA to the Seller?
The seller avoids sharing operating and financial data with any potential buyer. Without a NDA, anyone, particularly a competitor, may use the information such as pricing, strategies and projections, employees’ data, etc. to his or her benefit. The seller does not want private business information to fall into the hands of those who may cause damage to the company.

With some level of comfort, the seller, after ascertaining that you have the financial capability to make the purchase, will show you the records after you sign the business confidentiality agreement. If, for some reason, you violated this agreement, the seller is entitled to relief, claims and damages for lost profit and harm incurred by the business.

What are the Benefits of a NDA to the Buyer?
By signing the NDA, you can study the business – review what has happened to the business, why it happened and what the future holds for it. Through the financial and company records, you can make a realistic assessment of the strengths and weaknesses of the business in both quantitative and qualitative terms. You can also determine if the seller’s asking price for the business is reasonable.

If you feel that the seller is not forthright in supplying the information you need, you may terminate efforts to buy the business or move forward at your own risk. The seller may be hiding information that should ring warning bells about the viability of the business.

What is included in the Business NDA?

  • the name, nature and location of the business.
  • how long the NDA will be in effect – usually several years.
  • the parties to the agreement – aside from the buyer, the advisers – the business appraiser, accountant, lawyer or
  • consultant – are usually parties to this agreement although typically only the buyer signs the agreement.
  • what information should not be disclosed – trade secrets; business strategies and plans; contact information of
  • employees, customers and suppliers; financial statements; cash flow records; contracts and agreements with
  • employees, creditors, financial institutions, and suppliers; liabilities; and other important data.
  • where and when the information will be supplied or where due diligence will be conducted. The schedule and
  • venue, usually for a number of weeks in the seller’s business office, should be specified. All documents usually stay
  • in the seller’s office, and neither you nor your advisers can take these documents with you.

The NDA is a legally binding contract between the seller and the potential buyer. The buyer who refuses to sign the NDA is considered a difficult or non-serious purchaser. It is best for the seller to avoid these “buyers”. In the same vein, the seller has to be forthcoming. Not providing information may result in failure to sell the business. If you are serious about buying a business, you need be ready to sign a NDA.

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Take a Small Business Workshop

Can you answer YES to any of the questions below:

  1. Are you tired of working for someone else and want to start your own business?
  2. Are you already in business, but you want to take it to the next level?
  3. Do you want to grow your business to the point where you can sell it for top dollar?
  4. Do you want to know how to create “customer loyalty programs” where referral and repeat business lets your business thrive?
  5. Do you want to know everything you must do to get your business ready for sale?

If so, THEN join us for LIVE, small business workshop, “Maximizing your Bottom Line and Building Sweat Equity” led by Bottom Line Management, Inc. founder, Loren Marc Schmerler and hosted by SCORE North Metro Atlanta, a recognized leader dedicated to helping small businesses.

Learn about the latest business strategies, and get answers to your questions from industry expert, Loren Marc Schmerler, CPC, APC.


Register today.

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Get consumers to buy through understanding their reasons for buying

Bryce Sanders
Contributing Writer
Jan 30, 2017
The consumer drives the economy. Consumer spending is estimated at 70 percent of GDP.

For the health of the economy, the consumer needs to stay in a buying mood. It’s often said the definition of a bargain is when both parties feel they are getting a good deal. So how do you get them buying in your store on your website? How do people decide where to buy goods and services?

Advertised discounts — This is the traditional American model. You go to the mall. Jeans are on sale. The price is great! You buy a pair. It doesn’t matter if you have a dozen pair already at home. It was a deal. A memorable line from the CBS TV series The Nanny was: “It ain’t half off, it ain’t on sale.”

  • Comparison shopping — Finding the best price on the internet has been around for years. People perceive they can get a better deal online because of lower overhead. They will often walk into a retailer and ask them to match the price.
  • Negotiated pricing — This is the Asian model. Bargaining is expected. This process takes time. It’s a form of social interchange. Posted prices weren’t always the standard in the United States. John Wanamaker invented introduced the price tag in 1861.
  • Promotional offers — These are additional discounts not available to everyone. Car dealers might offer an additional discount for past and current members of the armed forces. Previous owners of the same brand may be offered a discount.
  • Private sales — Exclusivity sells. You are given access to merchandise or favorable pricing before the general public. When selection and sizing are a concern, this gets people motivated.
  • Free stuff — The most obvious is free shipping. You’ve heard the Wayfair ads (furniture) with the jingle “And it ships free.” Buy a camera and you get the case thrown in. Thank-you gifts fit into this category. Your public television station might offer promotional incentives based on the tier of membership you choose.
  • Convenience — Gasoline prices vary across the country and on the same highway. Many people will pay a few cents more for the convenience of pulling in immediately vs. crossing the road at the next traffic light and doubling back.
  • Family and relatives — Its assumed friends and family get a better deal. Cellphone companies use this strategy. Years ago, the Lebenthal Municipal Bond firm advertised, “At Lebenthal, we treat you like family.”
  • Scarcity — Each Christmas comes with its “Must have” toys. Hatchimals were big in 2016. The deadline is Christmas Day. If a store has it, you will drive a distance or stand in line for hours. Price is secondary.
  • Prestige — Why do people pay thousands for handbags? It’s been said 85 percent of Japanese women own a Louis Vuitton item. These items never go on sale. Distribution is tightly controlled. Prices are high. If you own one, everyone has a good idea exactly how much you paid.
  • Auctions — Items in short supply turn up on the secondary market. Whether it’s a global firm like Sotheby’s, a rising regional firm like Rago Auctions or eBay, that Hermes handbag will likely be available. The market price is driven by demand at that moment.
  • Desperation — When it’s 11 p.m. on a Saturday night and you need a quart of milk, you really don’t care what the all-night convenience store intends to charge.
  • Countdowns — These are often associated with “Going out of business” sales, but outlet stores sometimes use the same logic. Prices are 10 percent off this week, but 20 percent off next week. You would like the better pricing, but are taking a risk the same piece of furniture will still be on the floor when the price drops.
  • Loyalty — Many people want to recycle money in their own community. They will make a conscious decision to patronize their local hardware store instead of a big-box retailer. Sometimes they might pay slightly more, but a relationship comes with the purchase.
  • Donations to charity — Some businesses promote their charitable giving. Others pledge a certain amount of profits to a charity. They might just mention for every purchase made, they will make a gift to XYZ charity. People buy to indirectly support the cause.

People make buying decisions for many reasons. Which can be adopted by your business?

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How to Get Emotionally, Psychologically and Financially Prepared for the Sale of Your Business

bbpLoren Marc Schmerler, President and Founder of Bottom Line Management, Inc. contributed “How to Get Emotionally, Psychologically and Financially Prepared for the Sale of Your Business” article for Business Broker Press, an organization dedicated to support the business brokerage industry.

Selling a business is a very daunting task. It is hard to be objective when you have devoted five, ten, twenty or more years towards creating and growing a business that has enabled you and your family to live comfortably. But during this time period, you have built up unrealized wealth that is tied up in the equity of your business. Only by selling your business can you adequately extract that equity and convert it to liquid assets. The process is very time consuming and very emotional. There are many issues you need to consider such as:

  1. What will you do with yourself after your business is sold? Will you travel, visit grandchildren, start a new venture, care for aging parents, etc.?
  2. Will you realize adequate funds from the sale of your business to have a comfortable lifestyle?
  3. How will you handle your medical insurance needs? If you had a company plan during the time you owned your business, you may not be able to obtain another similar plan. If you are 65, you can resort to Medicare and a Supplemental Medical and Drug Policy.
  4. Will you provide some amount of owner financing to help the buyer make the purchase? If you do, you can realize rates of return of 6% or more which is superior to what banks and money markets pay.
  5. Are you concerned about what your adult children will do when their jobs have been eliminated? They will need to seek out other employment which may take some time. But if they do not have the net worth and liquid assets to buy your business, you must put yourself first. You can always provide minor financial assistance while they are getting back on their feet.
  6. Will you invest part of your sales proceeds to generate additional investment income? You will want to seek the counsel of a Certified Financial Planner.
  7. What type financial intermediary will you use to help you sell your business? You will want someone with a proven track record and many testimonials. At a minimum, the person should have 15 to 20 years of experience putting buyers and sellers together. He or she must be an expert at “thinking outside the box” since they will need to help break deadlocks when necessary.
  8. Make sure you meet with your CPA to understand the tax implications of selling your business. Should it be an asset sale or a stock sale? Should it be an installment sale? Should you only sell part of your business by taking on a partner?
  9. The intermediary professionals working at Bottom Line Management, Inc. can either answer your questions or steer you towards other professionals who can become part of the team.

Loren Marc Schmerler, CPC, APC
President and Founder
Bottom Line Management, Inc.

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Nine Steps to Better Due Diligence, Closing Deals

Loren Marc Schmerler, President and Founder of Bottom Line Management, Inc.

Loren Marc Schmerler, President and Founder of Bottom Line Management, Inc.

Third in a series on Business Brokering
Buyer and seller strike a deal, but a thorough due diligence can either seal or sink that deal.

Georgia Association of Business Brokers Vice President Mike Ramatowski moderated a panel discussion at the July meeting on getting buyers and sellers through due diligence and to the closing table. Panelists were GABB Board Member Loren Marc Schmerler, CPC, APC, President and Founder of Bottom Line Management, Inc.; Kim Romaner, President of Transworld Business Advisors, who has 30 years of corporate and entrepreneurial experience in sales, marketing, operations and technology; and attorney Sarah Wheeler of Moore & Reese. Read more