Prevent Breakdowns, Saving Time and Money! Keep Your Car Running Great!

Performing an inspection of your vehicle is important. If you plan on going an extended distance away you should always make sure your ride is ready for the trip. A quick check of your vehicle could save you a lot of time, money, and frustration.

Make sure to pay attention to the fluids when you check, not just the level. General appearance like color can help you determine the age or quality of the fluid, if there’s anything floating around like chunks are not a good sign. Foam or a milky look could indicate water. Feel the fluid, if it’s some sort of oil it should be oily, not gritty. And finally the smell, sometimes it smells burnt or just wrong.

• Park your vehicle on a smooth level surface. Place the vehicle in park and apply the parking brake. Remove the keys from the ignition and place in your pocket.

• Look underneath your vehicle. Check for any damaged or missing components. Look for signs of leaks like wet spots or puddles.

• Pop the hood. Check your oil level using its dip stick, make sure to wipe the dip stick off before checking the oil level. Add oil if needed, refer to owner’s manual for proper type.

• Check the brake fluid level using the min/max markings in the reservoir. If you have to add any make sure it is compatible with the type printed on the cover, or listed in your owner’s manual.

• Check your power steering level with the min/max markings in the reservoir. If you need to add fluid make sure the fluid you use is compatible with what is listed in the owner’s manual.

• Check your belt or belts. Check for any cracks or missing cogs. Replace if necessary. Check for tension. Most vehicles have a belt tension pulley that act like a big spring and keep the belts tight, but some older vehicles you need to manually adjust a pulley or move the alternator to put tension on the belt.

• Check battery. Sometimes you get corrosion on the terminals, you can remove this with a battery post cleaner. Make sure both connections are tight, you shouldn’t be able to wiggle or move either connection to the battery, if you can then you need to tighten the connections. Be careful not to over tighten and distort or break the clamp.

• Check your coolant/antifreeze. You check the level in the overflow tank, use the makings on the overflow to verify the level of your coolant. If you to add coolant/antifreeze make sure what you use is compatible with your cooling system. Use the same color and make sure you get the 50/50 premixed or you mix concentrated before you add it to your system

• Top off your windshield washer fluid, it may not seem too important until you need it while your driving down the highway.

• Make sure to check your tires. Look at the tread, you can take a penny with the head upside-down and put it in a groove in the tread, if you can see all of Lincoln’s head then your tires need replaced. Check your tire pressure and add air if necessary.

• Check over the rest of the vehicle. Check for broken or damaged mirrors. Check your windshield wipers, if the rubber is cracked at all or missing you need to change your wipers.

• Make sure your vehicle is in park or neural with the parking brake on and turn the ignition 1 click to on. Look at the gauges and warning lights. They all turn on right away so you can verify the bulbs are functioning. Start the vehicle.

• Verify that the horn, windshield wipers, fan, and controls all function properly.

• Check the vehicle lights. Check your headlights, both high beam and low beam. Check your blinkers, front, back, left, right. Then verify your brake lights work with a helper to apply the brakes.

• After your vehicle has warmed up you can check the transmission fluid. Check your owner’s manual, some vehicle manufactures require your engine be off to check the level, but in most cases you leave the engine running. Pull the dip stick for the transmission oil level, wipe it off and then check the level, if it’s not up to the warm line you will have to add some fluid that is compatible with your transmission.

After that you should be set to go. Unless you run out of gas. There’s always a chance of a breakdown but if you properly maintain your vehicle breakdowns will be fewer, and your vehicle will perform better and last you longer.

Survive Due Diligence in a Business Sale

Usually in a business sale the buyer’s team brings experiential advantages over the seller’s team to the process. The seller is usually embarking on their first business sale, whereas the buyer has often completed dozens of prior transactions. So from the start, the seller is subject to a process that greatly favors the business buyer. This article will identify in the negotiation and LOI process, buyer attacks on transaction value and approaches you can use to hold your ground against this formidable opponent. Several subtle and seemingly harmless clauses in the LOI can result in swings in actual transaction value of hundreds of thousands of dollars. It may be helpful to look at this negotiation like a fencing match; buyer thrust, seller parry.

Thrust – Buyer getting you off the market with a loosely worded LOI that allows him to “interpret the terms” in his favor deep into the due diligence process. This is the number one seller error in the process and results in either the deal blowing up or the seller taking an unnecessary hair cut.

Parry – Seller not counter signing the LOI until terms are defined. There are several key terms of the LOI, so we will give each one their own Thrust and Parry.

Thrust – Buyer attempted treatment of Working Capital. Most buyers attempt initial language for Working Capital in the LOI that looks something like this: Working Capital Adjustment: There shall be a typical working capital adjustment to accommodate for changes to the working capital balance, (including cash. accounts receivable and accounts payable) as of the day of closing. During due diligence the Purchaser will set a working capital target by determining a normal and customary level of current assets including a positive cash balance. There shall be sufficient working capital, including a cash balance which shall be sufficient to operate the business on an ongoing day to today basis and the buyer will not need to fund working capital simply to operate the business immediately after the transaction.

Parry – Not so fast Zorro! This seems like a perfectly reasonable treatment and unfortunately many unsuspecting sellers will counter sign an LOI with this language in place. The result of this is either he is going to get taken to the cleaners on the level the buyer decides on, deep into the due diligence process, or the seller will blow up the deal deep into the process. Neither a good result and the sad part is that it could easily be prevented. The first rule of LOI’s is do not take your company off the market with a very important term not defined up front. This language enables their team of experts to calculate their own opinion of “reasonable and customary” while you have no negotiating leverage. You have already taken your company off the market as a buyer requirement to enable due diligence with a no shop clause.

The second very important mistake is that by leaving that term undefined, you have not really benchmarked the proposed transaction value against other bids. We had a client that kept a net working capital surplus far greater than what was normally required to run the business. Let’s say that they kept a surplus of $400,000 when their normal monthly business expenses were $100,000. So the level could be set as a surplus of $100,000. Now the buyers bring in their experts and look at your last 12 months’ balance sheets and proclaim that your historical level of $400,000 is what they need, then you may have just sacrificed $300,000 of transaction value. If you have one buyer that bids $3,000,000 for your company with a net working capital surplus requirement of $100,000 and you close with $400,000 surplus, $300,000 is returned to you as transaction value. This makes the total transaction value $3,300,000.

If the undefined working capital surplus buyer bids $3,100,000 and calculates, after the LOI, that his requirement is $400,000, then his transaction value is short the other bid by $200,000!

This can all be prevented by the seller insisting that the LOI include a net working capital level commitment with the calculation methodology spelled out. Each buyer may have their own opinion of what that number should be, but this exercise will allow you to equalize the bids and determine which one is truly superior. Unfortunately, the buyers try to leave this vague in their LOI so that ninety days into the due diligence process they render their buyer favorable opinion and count on the seller suffering from deal fatigue and just caving in on this meaningful loss in value. The buyers know that they do damage to your future chances if you put your company back on the market with the stigma of the previous deal blowing up during due diligence. It usually results in a market discount being applied to your company the second time around.

Thrust – An earnout clause with punitive “all or none” language. In the realm of SMB mergers and acquisitions, an earnout is a common practice and a perfectly reasonable component of a business sale transaction. It is often an effective way to bridge the valuation gap between buyer and seller and to align the interests of buyer and seller for post acquisition business performance. But like other components here, there is good earnout language and there is earnout language that is one-sided in favor of the buyer. An example of earnout language from a buyer LOI is: The total earnout shall be paid over three years. The total possible payout amount $1.5 million based on growing EBITDA by 5% per year over last year’s rate of $1,250,000.

The target EBITDA in year one is $1,312,500, year 2 is $1,378,125, and year 3 is $1,447,031. If the target is hit, the payout will be $500,000 for the year. If the achievement is between 85% – 99% of target, the payout will be that percentage attainment X $500,000. If the attainment is less than 85% of target, no earnout payment will be made.

Parry – In general we recommend that earnouts be based on a number that cannot be easily manipulated by the buying company. So measures like net profit and EBITDA are less favorable. Here they can insert some expense items like “corporate overhead” which are out of your control. We prefer tying earnouts to measures such as total sales or Gross Profit Margin; far more difficult to leave up to interpretation. Next, we never recommend an all or nothing earnout clause. Normally earnouts are a meaningful percentage of the overall transaction value and if an unforeseen event takes you below their cut-off target, you have sacrificed some serious value. Our argument is that if there is a big shortfall, the % of that shortfall in their earnout payment is enough to keep buyer and seller interests aligned post acquisition.

If there is a downside adjustment in the earnout calculation (there always is) then we like to have the corresponding upside for surpassing target performance. In other words, if you miss your target by 10% than you only receive 90% of that year’s earnout payment target. If you hit 110% of your target, your earnout payment should be 110% of that target.

We also recommend that the earnout be formula driven and include an example calculation as shown here. The earnout would total $1,500,000 and be paid in the first three years after the closing within 30 days of the anniversary date. The earnout would be based on the trailing twelve months revenues and a target to grow those revenues by 5% per year over the first 3 years following closing.

So the target for year one (again using the prior year end as the example) would be $5,000,000 X 1.05 = $5,250,000. For year 2 another 5% growth would result in a target of $5,512,500. And for year 3 another 5% growth would result in a target of $5,788,125, for a three year total of $15,550,625. Dividing this by the total earnout payment at target ($1,500,000) results in an earnout payment of 9.06% of revenues for the first three years. The payment would be made annually within 30 days of closing of the company’s books for 12, 24, and 36 months following closing.

For each year’s earnout payment, the actual payout amount would be the calculated by applying the Payout percentage rate of 9.06% times the actual revenues. As an example, if the revenue for year three came in at $5,000,000 that would be multiplied by 9.06% and result in an earnout payment of $453,000. If the year three revenues came in at $6,000,000, the earnout payment would be $546,600.

Great, we have handled each thrust with our skillful parry. Match over, right? Keep that face protector on, the match is just heating up.

Thrust – the due diligence surprise. We noticed that your average billing per customer is smaller than our average billing rate, we are going to have to adjust our value.

Parry – What about the memorandum, the detailed customer lists, the monthly billing report that you reviewed prior to executing the LOI didn’t you understand? Our price is firm. If you want to adjust, we are cancelling the LOI and we are back on the market.

Thrust – we noticed that you had a spike in this particular type of revenue which is unusually profitable. We do not believe that this is sustainable and are going to have to adjust our bid to account for that.

Parry – If you analyze it correctly, last year was pretty much the norm for this type of revenue. The year prior was actually the outlier and much lower than average. Secondly, if you truly allocated corporate overhead to this income category, you would find it about the same level of profitability as our other lines of business. No adjustment is warranted.

OK – we held our own during that round. Now it is just a formality to get the purchase agreements signed and provide our wire transfer instructions. Not yet, pick up your sword.

Thrust – You receive the definitive purchase agreement from the buyer’s attorney and it looks like you have to rep and warranty your first born in order to get the deal signed. All of a sudden you see escrows and holdbacks, and guarantees that were not mentioned in the LOI. Much of that is pretty standard stuff although it will be very slanted to the benefit of the buyer.

Parry- no material changes to the deal economics allowed. We signed the LOI and provided you a no shop in order to allow you to perform due diligence. We were very detailed in our LOI in order to compare your bid with others that were very close. Without any legitimate finding of mis information in the due diligence process, the economics remain the same.

As for the scary reps and warranties, hold backs and escrows we let our lawyers talk with their lawyers. It is almost like they have the lawyers secret pinky handshake and they carve through this language with clarity and precision. What it usually boils down to is what is reasonable and customary in transactions that are similar to this one. If there are any remaining issues they identify them and ask the seller and his advisor to work them out with the buyer. By this stage, these final points are settled constructively.

Thrust – Oh, just one more thing, you are going to throw in the floor mats and the undercoating at no charge. We tell our clients to expect this because it is just the nature of the buyers. Here is how it is manifested in a business sale transaction. The closing date is set for September 30th, month end. We want to move the closing date back to October 7 so we can take a look at your month end numbers. Do you have any concerns? No we just want to make sure things are on track.

Parry – Not much we can do about this one but try to anticipate what they may be looking at for that final attack on value and to prepare our counter attack. This one is a little trickier, however, because in prior attacks we had the luxury of time in order to strategize and craft our response. This one is usually real time where emotions are on the jagged edge. We ask our client to prepare a response to our anticipated last minute objection and then we, as their advisors, take the first attack.

We want to have the client stay above the fray and preserve their relationship for the upcoming partnership together. If that effort is not accepted and the buyer insists on an adjustment based on “it looks like you are not tracking to hit your first year earnout target.” We prepare the seller with, “You know that we put in the earnout in order to align your interests with ours going forward. I have a good deal of transaction value tied to hitting our targets and I would not have signed this agreement unless I was fully confident that I would collect every dollar of that earnout.”

Unfortunately, in spite of my best efforts I view a stalemate as the best outcome we can hope for once we are off the market. As you can see the leverage totally shifts to the buyer. The price is never increased during due diligence and contract negotiation. There is pressure to even keep the business flat during this process because a good deal of the owner’s attention and emotions are going to be focused on the process of selling his business as opposed to just running his business. So our process is to make it evident that there are several qualified buyers that are very close in their offers to the winning offer. If there is buyer bad behavior we can simply plug in the next best bidder. The other major strategy we employ is to be very detailed, formula and example driven in the LOI that we recommend our client execute.

Why Is Sales Training Important for Your Business?

Most of the organisations think it to be an unnecessary expense when it comes to training. However, the fact is that sales training programs can help your organisation make great benefits. Such programs will be invaluable for your both you employees and business. To get maximum ROI, you can invest in some better courses from some well-known sales training companies.

Still wondering how beneficial will these courses be for your business? Here are the 3 invaluable benefits that you can derive:

1. Increased sales

What can be better than generating more sales for your organisation? An effective sales training will help in generating more sales and maximize profit. How? The course will take a complete account of the sales cycle and its processes and will give your sales team a better understanding of the process. This will in return help your team to convert the leads generated into actual sales.

A reputable training consultancy will help your team to get the necessary knowledge and skills for doing better business and making more profits.

2. Improved customer service

Do you know that sales and customer service are integrally linked? Just like you, many other sales professionals and business owners are not aware of it. Therefore, when you opt for sales training or skill development training courses, your team will develop the skills to communicate better. Communicating better with the customers will help the customers respond more positively.

Your customers give many verbal and non-verbal signals that most of the sales professionals do not pay attention to. Training will help your sales team to understand the customers’ needs, their reactions better and will help them to react accordingly.

3. Up-selling and cross-selling

To maximize your sales, it is important for your sales team to gauge the purchase habit of your customers. Training from some renowned sales training companies will help them to understand the needs of the customers and then offer them products or services accordingly that will meet their needs.

Armed with the required knowledge and skills, your sales team will first create the need in your customers and then offer products and services that will fulfil their needs. This will make the customers happy and will increase your sales and profits.

There are many more benefits that your organisation can enjoy from training. However, you need to select the best sales training consultancy that can cater to your organisation’s needs.

Car Dealership Is More Than Just A Seller

The present franchised car dealership business model has profited buyers, manufacturers, and resident populations for nearly 100 years. It is sustained by both dealers and manufacturers as the finest and most effective way to buy, sell, service, and finance cars in the marketplace. The National Automobile Dealers Association’s “Get the Facts” sets the record straight about how the franchise method benefits shoppers all over America.

Cars are relatively costly and multifaceted, and customers rely on car dealership employees to help when they are interested in buying a vehicle. Their goal is to sell cars that meet the demands of their customers. Their primary goal is to sell vehicles, but to be effective in the public, dealers also help their local communities in various ways.

Charities

Local and nationwide charities benefit greatly from dealer participation. This allows them to capitalize on meeting with new potential customers, but more importantly, it allows the dealer to contribute to the goodwill of the community. By donating money and time, the merchant becomes a vital part of the community, not just a vendor.

Community outreach opportunities are everywhere. Medical not-for-profit foundations offer yearly walks and runs to help support their causes, such as patient care and research. Many automotive vendors support these nationwide events.

Sponsoring a local little league team or other youth programs has been a favorite of local businesses for many years. By supporting a local team, the vendor shows that they are actively involved with the children as well.

Many auto merchants also help support the homeless shelters in their area. By supporting all of these issues, the dealer shows their commitment to the entire district.

Services and Training

Besides contributing to the community, your local auto dealer has one other function, and that is servicing your vehicles. Whether you need a minor repair or a major overhaul, they are equipped and ready to serve you. The majority of automotive technicians are ASE certified. ASE is short for the National Institute for Automotive Service Excellence. This institute is a not-for-profit association that has enhanced the value of motor vehicle overhaul and service by challenging and certifying automotive specialists. ASE exists to protect not only you the consumer, but also the shop owner and the technician. They certify technicians to give shop owners and automotive vendors a better gauge on the technician’s level of training before possible hiring. This industry-wide certification guarantees that service technicians all have the same levels of training, no matter at what certification level they are certified on. ASE requires every technician to re-certify every five years.

Know About Car Glazing

In the universe of auto care, glazes have a tendency to be lumped into the shines category and at times waxes – which are both wrong. Truth be told, a glazing is regularly viewed as “discretionary” amid paintwork techniques, however, can be the contrast between a wet looking shine and a dullish exterior of a car.

So where do they come into the picture? What does it do?

A glaze is a shine improvement product that goes ahead in the wake of cleaning yet before the wax or sealant. It is made with oils and certain other chemicals that enhance your paint’s shine and clarity. They are generally utilized via automobile makers and paint and body shops over newly painted surfaces before the vehicle is given over to the customers. They, for the most part, are not renowned for their protective qualities. However, they might have fillers that conceal any slight flaws in the paint.

There is a difference between car wax and glaze

To start, glazing is fundamentally the same to waxes in the way they’re utilized, however altogether different as far as their purpose. While a wax is connected primarily to ensure a protective layer (higher shine waxes have a tendency to protect less), utilizing a glaze underneath will obviously give you a huge benefit. By glazing, you’re basically giving the wax an even surface to protect, as opposed to a rough or defective finish; this prompts longer durability as opposed to what would have happened if you applied the glaze immediately after the polish. All things considered, while both glazing and waxes “fill”, they do as such with altogether different intentions. For specifying purposes simply recall that waxes protect, coats don’t and when you wax over a coating, you’re upgrading shine, profundity, clarity, and the level of protection.

Glaze Vs Polish

The difference between the two is quite simple. Polishing is just like shaving or smoothing your car paint but glazing, on the other hand, is about filling any tiny gaps or marks left by polishes. This process helps in sealing the whole body of the car paint by a protective coating which gives your vehicle a high glossy appearance.

Car Repair Should Be Left To The Professionals

In today’s society, DIY projects have become a necessity for many. This is also often applied to car repair. Some people think that because they have knowledge of cars and their working components, many of what they consider easy projects can be done in their home garage. However, a lot of these projects aren’t nearly as easy as they may seem.

Clutch

Fixing a clutch. Simple enough, right? It seems to be. However, most people don’t realize that fixing a clutch is more complicated and can be a delicate procedure. The biggest hurdle one would find is that many times it involves dropping the engine. This is not something that most can do in their garage.

Recharging the A/C

Every automotive store carries A/C recharging kits. If they do that, then it must be something a novice could do, right? Wrong. Not even counting the added complications of Freon, there is so much more to it. Working with the A/C system involves very high, specific pressure, specialized tubing, and odd components – most of these allusively buried in the dashboard or tied into an incomprehensible computer – not to mention many other things related to the first law of thermodynamics. If that word is not recognizable, you more than likely have no business even being in there.

Working around or on the airbag

Though thankfully this particular area rarely needs to be worked on or around, it is still a good idea to know what the possible outcomes could be. The most important thing to think about if working on or around this area – including any close by panels – is that there is a significantly sized explosive charge tucked away in there. Does ‘explosive charge’ sound a lot like a bomb? It should, because that is essentially what it is. Definitely make sure that someone with training in that particular area works on that part of your car. A hand being blown off isn’t worth the extra money saved by doing it ones-self. It is guaranteed that the hospital bill for that would be significantly more expensive than just having a professional do it for you.

Rebuilding a differential

Anytime someone is messing around with gears it can lead to disaster. It takes a delicate, sensitive touch. Differentials are even trickier. If the gears are even slightly off, your car will sound like it has been taken over by a disgruntled poltergeist. Not to mention that in a very short time, the teeth will completely wear out and disintegrate. The contact patch between the gears has to be so carefully aligned that it is mathematically perfect.

Main Car Audio Installation Options

There was once a time when automobiles did not come with their own pre-installed audio machines. However, auto manufacturers have since included the latest in stereo technology in their new models. Nevertheless, some auto companies cut costs by installing low-quality stereos in their latest models. People who like listening to quality music while driving their automobiles find quality stereos to be a worthwhile investment. Many radios come with installation manuals making them relatively easy to install.

Types

Car audio installation varies depending on the type of radio that you want to install and the vehicle model. Once you have determined the type of stereo you want, find out if it can be installed in your automobile.

Materials Needed

Some of the materials you need to install a stereo include a socket wrench, a screwdriver, voltage meter, a solder or crimper, and a small battery. You may need some wire ties and electrical tape to keep the wires of the system tied in one place.

Removing the Original Radio or Stereo

You need to remove your old radio before you can install the new one. This is where the screwdriver comes in handy. Start by removing the screws that hold the front panel of the system. Be sure to keep the screws in one easy-to-reach place where you cannot lose them. Take the front panel of the system out. Inside the CD player housing, you will find another panel that you need to gently pull out until it unsnaps. Unscrew all the screws and bolts holding in the system. Pull out the CD player and unplug the cable that connects it to the automobile.

Wiring the New Radio

Take the cable of the new stereo and plug it into the car. Put the stereo where it needs to be and screw it into place. Make sure the screws are screwed in tight. Do the same for the front panel.

Hiring Someone Else

Many automotive companies provide radio installation services. In addition, electronic stores can install entertainment systems purchased from their stores. A car entertainment system installation is quite simple and there are slim chances that you will encounter any problems when you hire a professional to do the installation.

Car Audio Tips

Many modern vehicle CD players come with a wide range of features and are relatively sensitive pieces of equipment. It is important to take caution when operating your car CD player in different temperatures. If the motorcar has been exposed to the sun for a prolonged period and its interior temperature has increased, consider waiting until the automobile has cooled down before turning on the vehicle entertainment system. The same rule applies during winter; let the vehicle warm up a bit before turning on its entertainment player to reduce the risk of a malfunction.

Like any other vehicle part, a car audio system requires care and maintenance. Keep your vehicle mp3 player clean so that it can effectively operate for a long time. Avoid putting dirty CDs and DVDs into your vehicle music player to prevent malfunctions. Finally, clean your car music player regularly to rid it of dirt and dust.