HOW ONE BOOK INNOVATED TWO ENTREPRENEURIAL GENRES
By Ernest J. Honigmann, Author and Publisher

Buying and Selling a Small Business (BSSB)
—An Entrepreneurial Strategy for Success

 

Introduction and Background. In 1992, when I was still teaching a course in buying and selling a small business for the adult education program at St. Louis Community College, I went to the library one day to find something I could recommend to my students. The first group of books I looked at, the how-to genre (these are the ones commonly found in retail book stores and public libraries), was so inadequate in so many ways that I wondered why anyone had bothered to publish them. The second group I looked at, the university entrepreneurial-textbook genre, which I thought surely would provide what I was looking for, failed to cover the subject with more than a single chapter, if at all. And what little that genre did provide was hardly useful.

That was when I first considered writing this book. I knew from my then twelve years in business brokering, and six years in the classroom, that I had the right experience to produce the comprehensive, step-by-step, how-to book that was needed. I also knew that the small business marketplace was dysfunctional, that people were getting hurt, and that a good book in layman’s language would solve at least some of the problems.

I began by writing in the how-to mode for the how-to genre. However, the feedback I received from distributing an early draft told me that this book belongs in the universities. If so, that would also place it in the textbook genre. So I beefed up several sections of it to better meet textbook standards, and I added the end-of-chapter questions for discussion. That’s how this book came to innovate both the how-to books and the university entrepreneurial textbooks. It filled the void in both genres.

But is BSSB really adequate for both genres? Is it adequate for either? For the how-to genre, that’s easy to answer. I know based on the authority of my own experience that it is, and my opinion is confirmed by the favorable review from Kirkus. The real test is whether BSSB is adequate for the universities. That test has already been met. It is the designated textbook in a senior-level entrepreneurship course at one of U.S. News and & World Report’s best American schools, State University of New York—Plattsburgh. It is also being processed into the programs at two other universities (one of them in Canada). As the word spreads and as marketing continues, more schools will follow.


The Elements of Innovation. In the table below is a sampling of the sort of information and features that are required to effectively buy or sell a small business. They are listed in the left-hand column. This is the kind of information that should be available to buyers and sellers whether in a how-to book, an entrepreneurial textbook, or elsewhere.

For each bit of required information listed in the table, I showed how the coverage in BSSB is substantively superior to coverage in the how-to genre. This substantive superiority is a major innovation to that genre.

As for the university textbook genre, I did not make comparisons because, as mentioned above, the textbooks, with nothing more than a single chapter on buying and selling, have practically nothing to compare to. The innovation to the textbook genre, in other words, is as much by default as by quality of book.

Here are some of the details:

The Elements of Innovation
Samples of Required
Information and Features
As Covered by the
How-to Genre
As Covered by BSSB
Description of the small business marketplace. Very little description, if any. Describes the marketplace in detail, why it’s dysfunctional, and the dangers to guard against. (See pages XXI through XXVII.)
Description of qualifications for ownership Relatively little mention,
if any.
Completely described with full chapter. It’s the most important chapter in the book because the buyer’s qualifications dictate the success of the deal in almost every case. Chapter includes eight real-life examples.
Advice that the seller should notify employees of the sale before telling anyone else. Most how-to books say not to tell anyone, especially not the employees, until the sale is closed. Strongly recommends telling employees before business goes on market. It’s almost always the smart thing to do (an employee might produce the buyer), and it’s respectful of, and humane to, the employees.
Explanation of fact-finding. Is offered in various inadequate degrees. Covers all aspects of financial facts including unreported revenues that how-to books avoid like the plague (as do university textbooks), accelerated depreciation, and so on; and non-financial facts such as operational, political, and so on.
Explanation of appraising a business. Most how-to books use rules of thumb. Note that rules of thumb are mostly useless as well as dangerous. Has full chapter. Demonstrates appraising with detailed calculations by capitalizing operational earnings. Even shows how to evaluate unreported revenues, along with the calculated risk of doing so.
Comprehensiveness Page counts range from about 170 to 330. Has 557 pages. Includes complete chapters on bringing buyers and sellers together, business brokers, negotiating, financing, choosing a lawyer, choosing an accountant, and closing.
Description of calculations for cash-flow projections. Note that most banks strongly want them, while the SBA absolutely requires them. One book showed calculations but was limited to buyer’s needs. Otherwise, none. Demonstrates complete preparation of cash-flow projections including all calculations, ground rules, assumptions, and how it all fits into the loan application. (Textbooks show what projections look like but fail to demonstrate calculations. That’s inadequate.)

 

Samples of Required
Information and Features
As Covered by the
How-to Genre
As Covered by BSSB
Description of how to negotiate price and terms. Explanation ranges from a few pages to just a few tips. Has full chapter, the longest in the book. Details 21 basic rules for negotiating. Offers nine real-life examples. Very important chapter because negotiating errors are a common cause of broken deals.
Real-life examples showing successes and failures, and why they happen. Most books offer some examples, usually not in detail and often fictional. Offers 55 real-life examples, every one a snippet from an actual case. Many are quite detailed and followed by an analysis showing reasons for failure or success.
Correctness of information Mistakes abound. Some are surprisingly bad, for example, saying that earnings should be capitalized after taxes (should always be before taxes for small business). BSSB is not warranted to be entirely free of mistakes, but the author’s 26 years of business brokering experience assures it of being as mistake-free as possible.
Provides a lengthy example showing the flow of a typical deal going through fact-finding, appraising, negotiating, and financing. None. Describes the purchase and sale of Acme Widget Corporation. Though fictional (but based on fact), it shows the inter-relationship of tasks, and it provides a baseline for buyers and sellers to compare to when making their own deals.
     

    Notes:
  1. So far, I’ve reviewed about 40 of the how-to books and about eight or nine of the textbooks. I will continue to review books in both the how-to genre and the entrepreneurial textbook genre as I come across them. I doubt, however, that I will discover any innovations in the near future nearly as substantive as those shown in BSSB.
  2. Remember, the list of required information and features in the table is not the total of what‘s required to do a deal. It’s merely a representative sampling.
  3. In the above “Introduction and Background,” I said that people were getting hurt due to the dysfunctional nature of the small business marketplace. In my final chapter, I proposed that the Missouri Division of Professional Registration create a Board of Certified Business Brokers to bring competency and ethical behavior to the small business marketplace. I made a similar plea with respect to business appraisers. Please read that proposal (pages 448-455). It includes a summary of each of the real-life examples in the book that show how people are getting hurt. That will explain why (in addition to my comments in the Preface) I describe this marketplace as dysfunctional.
  4. Below are listed five of the eight or nine university textbooks that I’ve reviewed. These books are popular and well regarded. Shown in brackets { } following each of these listings are statistics for the current editions as of mid March, 2007. Notice the prices of these books: they constitute one more way in which BSSB, at $75, is innovative. Also note this excerpt from page 374 of reference 5: “No one has yet written a book [on buying a business] that successfully defines the correct steps and best alternatives for every situation.” The arrival of BSSB nullifies that quote.
    1. Launching New Ventures—An Entrepreneurial Approach, Third Edition; Kathleen R. Allen, University of Southern California: Houghton Mifflin Company (Copyright 2003) {Current: fourth edition; copyright 2006; 453 pp; HB ; $129.56}
    2. Small Business Management—An Entrepreneurial Emphasis, Eleventh Edition; Justin G. Longenecker, Baylor University, Carlos W. Moore, Baylor University, J. William Petty, Baylor University: South-Western College Publishing (Copyright 2000) {Current: thirteenth edition; copyright 2006; 752 pp; HB; $146.95;}
    3. Essentials of Entrepreneurship and Small Business Management, Third Edition, Thomas W. Zimmerer, Drury University, Norman M. Scarborough, Presbyterian College: Prentice Hall (Copyright 2002) {Fourth edition; copyright 2005; PB; 550 pp; $120.00;}
    4. New Venture Creation—Entrepreneurship for the 21st Century; Fifth Edition; Jeffry A. Timmons, Babson College: Irwin McGraw-Hill (Copyright 1999) {Seventh edition; copyright 2007; PB; $112.95}
    5. New Business Ventures and the Entrepreneur, Fifth Edition; Howard H. Stevenson Sarofim-Rock Professor of Business Administration, Harvard University Graduate School of Business Administration//Michael J. Roberts, Lecturer, Executive Director Entrepreneurial Studies, Harvard University Graduate School of Business Administration//H. Irving Grousbeck, Class of 1980 Consulting Professor of Management, Stanford University Graduate School of Business Administration//Amar V. Bhidé, Associate Professor of Business Administration, Harvard University Graduate School of Business Administration: Irwin McGraw-Hill (Copyright 1999) {This edition is still current; HB; 692 pp in BW; $114.95}


I welcome your questions and comments.

Ernest J. Honigmann
February 16, 2009