During these difficult times of recession and the credit crisis, we have been thinking more about the use of Lease Options as a method of transferring Inns and Bed and Breakfasts.  There clearly are some advantages for both Sellers and Buyers of Inns by allowing a faster closing period without the necessity of finding hard to secure financing.   The universe of potential buyers is greater because the down payment (option price) and the closing costs are lower.  Yet, I remain troubled about this method for both Sellers and Buyers.  Here are the details.

First let’s describe the concept.  The Lease Option is an alternative route to Innkeeping.  It has been used over the years when financing gets tight or when the Inn in question is underperforming and cannot achieve normal financing.  The way it works is that the Seller/Lessor leases the Inn property and business to the Buyer/Lessee for a five year term, keeping in place the existing financing on the Inn.  The Buyer/Lessee pays an option price for the option which is less than a normal deposit for a purchase.  The Lease is triple net, and the Lessee pays for all taxes, insurance, and maintenance costs.   The rent is set at an amount sufficient for the Seller/Lessor to pay its mortgage on the Inn.  In some cases the rent is lower at the beginning to enhance the ability of the Buyer/Lessee to improve the Inn’s business and make the Inn more capable of being financed in the future.  In most cases a portion of the rent is also set aside as a credit against the ultimate option price, thus allowing the Buyer/Lessee to build up more “equity” in the Inn over the lease term.  The Seller/Lessor retains title to the Inn and all tax incidences, including depreciation.  Finally, the Option Price set by the Lease is received by the Seller/Lessee, but is not taxable until either the option is exercised or it expires by time or default.

From the Seller’s standpoint, they are able to get out of the active operation of the Inn and retain the tax benefits of ownership.  They receive sufficient sums to continue to pay down their mortgage, and all operating costs are paid by the Buyer/Lessee.  The Seller receives sufficient funds at the outset of the option to perhaps put a sufficient deposit on a new house or set aside funds for retirement without immediate tax consequences, but will not have a large payout to say buy a new business.  One key point for the Sellers is that they still own the property, and thus, in the event of a default, can get back the Inn business faster than if they had to foreclose a mortgage.  Overall, for a Seller that does not have immediate needs for the whole sales price, this looks on its face like a viable alternative, particularly where an outright sale is not possible.

From the buyer’s point of view, again, this looks attractive on its face for those Buyers who want to get into Innkeeping immediately, but lack the resources to make an outright purchase.  It is clearly a cheaper route, with less of a down payment, and much lower closing costs (no appraisal or bank fees or transfer taxes).  It gives the Buyer five years to develop and improve the business of the Inn, at the same time building up the equity under the lease and, hopefully, improving the overall value of the Inn while the option price remains fixed.  However, for both Buyers and Sellers alike, this scheme is both illusory and full of risk.

Here is the main reason why this method is folly for both buying and selling Inns.  The cash-strapped buyer is likely buying an underperforming Inn which usually requires an additional capital infusion of working capital in order to improve the business.  Sweat equity is fine in a start-up situation, but does not necessarily work where real hospitality experience is needed to turn around a poorly performing Inn.  Most of the Inns which are using lease options are full service Inns which are even more sensitive to needing qualified restaurant experience to improve the dining room parts of the Inn’s business.  A new Innkeeper, even one with some restaurant or hospitality experience still has a huge learning curve just to run an Inn, let alone improve the restaurant business.   The facts are clear that 50% of new restaurants in the United States fail after 3 years, with a whopping 90% failure rate after 5 years.  This makes a lease option of a full service inn even more daunting when the new Innkeepers lack hands on restaurant experience.

Another issue follows directly from the fact that the costs are lower because no financial institution is involved.  Without a bank being utilized for financing, there also is no third-party looking at the historical cash flow and tax returns of the Inn business, no independent appraisal of the Inn, and, in some cases, no real due diligence of such things as the structural integrity of the building and systems of the Inn.  The simplicity of the transaction belies the fact that protections for the buyer are sometimes overlooked.  For example, since no title insurance is needed for a bank, often this basic protection in a sale is not present in a lease option deal.  If a title problem is found later in the process, perhaps when the option is being exercised, the buyer may be at risk after it has paid the option price and all of the lease payments.  Thus, in reality, almost all of the normal sale due diligence needs to be done for lease options as well, making the cost saving factors perhaps irrelevant.  Finally, in our experience, with this relatively unusual form of Inn transfer, Buyers do not always receive the legal protections that they need.  For example, since the lease is subordinate to the Owner’s original mortgage, at closing of the lease, the Buyer/Lessee needs to receive a Non-Disturbance Agreement from the Seller/Lessors’s bank in order to protect the lease and the option from a foreclosure which may occur due to other issues of the Seller/Lessor with that bank.   This simple legal protection may not always be included in such a deal.

Let’s not forget about the Sellers as well.  If the deal fails, they get the pleasure of taking back their Inn, perhaps a long time after they had stopped being Innkeepers.  The failure of the option is a hard thing to keep private from the buying public, and the result may be that they have to take back an Inn at a time when it is worse off from a business standpoint.  Also, if the markets are as tight as they are today, the seller may really have lost a part of the value of the Inn, and be unable to sell it after such a failure.

What we have really seen in practice in the last five lease option deals in the New England area is the ultimate inability of the Buyers to turn around the operations, and the failure to either continue to make the lease payments or to achieve financing of the option.  In those cases, each Buyer lost their option payments and ultimately lost the Inn.  In some of the cases the causes were due to unforeseen maintenance issues arising after the lease commenced which stripped the Inns of needed working capital.  In others, the new Innkeepers had transition difficulties and basically had little inability to run complex Inn operations including restaurants.  In other cases, the importance of increasing web-based internet marketing eluded the new Innkeepers, making profit margins even more difficult to achieve.  In some cases, the new Innkeepers just realized after a few years that the Innkeeping life was not to their liking, and they were willing to just walk away with nothing since they had no basic personal liability like what they would have for a mortgage in a purchase scenario.  The likelihood, in most cases, is that the failure was a combination of all of the above, plus the post 9/11 weakening of the hospitality market that did them in.  While all of these things can affect new Innkeepers who purchased Inns the normal way through financed sales, the fact that the financial institution utilized some independent review of the transaction seems to have had a moderating impact on the risk of failure.   Most Buyers when facing the failure of their business will fight hard, and perhaps use other resources (such as a part of retirement funds) to make the Inn successful.  In practice, we just do not seem to see that willingness to sacrifice all in a lease option situation.

With today’s tight financing and really slow real estate markets, there will be a lot of pressure on Inn Sellers to utilize lease options to achieve their goals.  Likewise, Buyers may be convinced to go forward using these methods where they cannot put down sufficient deposits to achieve normal financing or where such financing is totally unavailable due to the performance of the Inn or the credit crisis.  In either case, for the reasons stated above, we feel that using this method is both folly and very risky for both sides.  It is highly unlikely that we will be recommending its continued use in our consulting practice.

Timing is everything.  The following questions are meant to make you think about the realities of becoming an Innkeeper and the implications of this lifestyle change for you and your family.  Innkeeping is a rewarding profession when it is done at the right time.  Here are some things to consider:

·     Does your partner share the same interest in Innkeeping?

·     How will th is affect your family?

·     Social life with friends and family is usually on weekends and holidays.  These are the busiest times for an Innkeeper.  Will this be an issue for you?

·     Are you ready for a lifestyle change?

·     Do you have the financial resources to purchase an Inn?

·     Are you aware of the time commitment it takes to be an Innkeeper?

·     Are you ready to leave the safety net of a weekly pay check?

These questions make for a good conversation with you partner.  Keep an open mind and hear what your partner is really saying.  If you are both in agreement, go forward and have fun!

Thanksgiving is perhaps the best Holiday at a Country Inn.  It is the one time that the Innkeepers get to really share their Holiday time with the guests and neighbors and to show their thanks for both a bountiful season and the joys of Innkeeping.  I know that we looked forward to this Holiday every year at our Inn.

It is a great time to share an amazing, traditional Thanksgiving meal with the community.  Often we welcomed both lodging and dinner guests to the Inn whose families were far away.   This gave us all a chance to celebrate a great Holiday as a kind of substitute family.  The spirit of Thanksgiving permeated the air as the fantastic smells from the kitchen provided a welcoming touch to the Fall decorations at the Inn.  A moment to stop to give thanks for all that has been given to us, and then a traditional meal served family style with seconds passed until no one could ever want more.  Good cheer, great food, good music, and the laughter around the dining room was reward enough for this very special day.   For those guests staying over at the Inn, we always brought out the leftovers that night for home-style sandwiches and pie.  This was always a very special treat for our guests. 

In this year of changing times, we give thanks to what we have, and renew our energies for the work to come. 

Happy Thanksgiving to all!

In several previous postings on our Blog, we have looked at various ways that Sellers can improve the performance of Country Inns and Bed and Breakfast Inns. All of this was done from the Sellers’ standpoint in order to add value to the sales price. In this Article, we are going to look at these issues from the Buyers’ standpoint. The central question is whether the economic meltdown of recent days provides real opportunities for Inn Buyers to obtain significant bargains? In other words, is the timing right for Buyers to buy Inns?

Here is the gloom: Clearly the Global Economic Crisis has been severely impacted by the lack of available credit. It is likewise certain that real estate prices will take a long period to recover. If banks are unable or unwilling to loan money to businesses, how can Inn purchases be financed in the near term? If Buyers are unable to sell their primary asset, their homes, they are just not going to be able to purchase an Inn.

Yet these are generalizations about the National and Global economy that are not always specifically true in every location in the Country. While we continually hear how much trouble the National and Regional Banks are in, many local banks which have been conservative in their lending practices seem to be weathering the storm. They continue to say that they have money to loan to creditworthy borrowers for good projects. This is especially true when Banks utilize the various SBA Programs which provide them with even greater security for lending to small businesses.

Thus, the immediate answer is that we believe the times may be right for Buyers who are ready and able to purchase Inns, provided that they buy at the right price. While the bottom of the Inn market has not yet been reached, some Sellers have recognized that they either have to wait for a long time to sell or they need to make significant price reductions in order to attract Buyers. Sellers may also have to offer some degree of subordinated seller financing if they want to achieve the highest value for their Inns. The key answer for both Sellers and Buyers is to find a way to price Inns fairly based on reasonable and objective business standards in order to be able to attract lenders to provide reasonable financing.

Credit standards at most banks have tightened considerably. It is clear that borrowers need to have squeaky clean credit records and high personal credit scores in order just to get the banks to talk to them. Likewise, the availability of SBA loans is entirely dependant on the credit worthiness of the particular Inn business. This means that (1) the loan-to-value ratio will be more in the 70% to 75% range today (requiring more money down by Buyers), and (2) the historic Net Cash Flow (earnings before interest, taxes, depreciation, amortization and owners’ salaries) of the Inn must be able to cover the principle and interest payments of the new loan by at least 1.25 to 1.30 times (the “Debt Coverage Ratio”).

With those very conservative lending criteria in mind, we are basically talking about Buyers buying only Inns that are performing well in today’s business climate as opposed to those Inns that have struggled in the past to achieve profitability. While many Buyers fall in love with the beautiful Country Inn or Bed and Breakfast which could be turned around to reach profitability by their hard efforts, most banks today are not going to lend on potential earnings. The banks only want to look at the past profitability, and what are the risks that, if the economy continues to slow even more than at present, how will the Buyers be able to keep the loans current?

Whether the economic slow-down will impact tourism in the long run is a key factor in all of this decision-making as to timing. It is clear that it will have an impact in the short-term, but what will next summer bring? Predicting flat or somewhat decreased sales seems too optimistic in today’s economy. We believe that sales may decrease next year by a factor of 5% to 10% as against the current year. This must be factored into the Buyers’ pricing and business plan.

In conclusion, ready and able Buyers may find this is an opportune time to buy historically well performing Inns and Bed and Breakfasts at realistic prices. The need is to search out the good opportunities from the very many non-performing Inns on the market today, negotiate the right price along with credit enhancements such as Seller financing, and take advantage of local banks with help from the SBA programs.

When purchasing a Bed and Breakfast, there are many items which need to be done by the buyer prior to closing. If a buyer does not have the time to do these items, a consultant like Quantum Hospitality can execute the list for you. Have fun!

INN BUYER’S TO DO LIST[1]

1. New Corporation: (Your lawyer should do this)

a. Incorporate new company. If you are taking on the corporate name of the present innkeeper “XYZ Inn, Inc.” then you will need a temporary name to begin with;
b. Obtain Employer Identification Number (EIN) from IRS;
c. Obtain Sales Tax Reseller Number from the State Department of Revenue;

2. License Applications:

a. Local Municipal Licenses. Obtain all local license applications and find out process and timing. Pay particular attention to sequencing and public hearing notice time periods, if any. In some states, if a liquor license is required, the local board must sign off prior to the State, and they will usually bundle the hearing on the local license along with the liquor license hearing.

b. State of Department of Health. Lodging and Eating Establishment License. Each state will have a different name on this license and different requirements. In Maine, for example, the license application is made to the Department of Health Engineering and will likely trigger a health code examination by the State if one has not been done recently.

In another state, for example, the process involves several departments and issues, most of which are encompassed in the inspection by Labor and Industries. The issues involved include a review of the compliance of the property with various environmental and safety code issues, including the status of the septic and water systems ( if public water and sewer are not available to the property), and the compliance of the property with the life and safety codes under the control of the State Fire Marshall’s Office. To confound things further, most inns had to register in the past with the State Department of Health which has a record of the number of allowed rooms (actually the number of “pillows” allowed) and the number of allowed seats in the dining room, in each case as it relates to the water/septic systems that existed at that date. This registration then provides sufficient evidence to “grandfather” the inn from having to comply with current standards at least insofar as the inn remains limited to the amount of pillows and seats as originally registered. If the Inn has changed configuration or you intend to expand the number of rooms seats, then you may be required to comply with modern standards as to the entire inn. This may include a requirement to add a sprinkler system to the inn, which is a very expensive addition, and may have a clear cosmetic impact on the inn.

All said, this is an area that needs immediate attention and may require professional assistance in order to make sure that all of the licenses needed to operate the inn can be received in a timely fashion without undue additional expense. Since you may be dealing with issues of “grand-fathering,” the current innkeeper has concerns that if the deal does not happen (for example due to difficulties in obtaining the total financing required), then what you have done with the various State licensing or inspection agencies may trigger expenses that the innkeeper otherwise would not have had to bear. Thus, the present innkeeper will have some concerns as to how you go about the process, and it may be best to work together to achieve the correct result.

c. Liquor License Application.

If you need a liquor license, in some States the liquor license application must first be approved by the local municipality after newspaper notice to the public and a public hearing. Then the application moves to the State Liquor Licensing Board which conducts its own background investigation, and usually comes out to the site to review the license requirements and liquor laws with the new owners. Since this process can be time consuming and difficult, so start the process as soon as possible. The need is to have the license prior to closing, and usually what the Liquor Licensing Board will do is to take back the current owners’ license and issue a temporary license expiring on the day before the closing, and issue the new license starting on the date of closing.

d. U.S. Bureau of Alcohol, Tobacco and Firearms: If you are going to sell liquor, you will need a Liquor Revenue Stamp Permit which costs $250 per year. You can obtain the form on the Web and it should be sent in as soon as possible as it takes a significant amount of time to get the license back. Most State Liquor Boards will not hold up the State License as long as you can show them a copy of the Permit Application which you sent to BATF.

e. State Unemployment Insurance. This is not a license, however you will need to apply for an employer number with State Unemployment Division, which is usually in the State Labor Department. In most states, they do a very complicated formula each year for each company setting the unemployment tax rate for payroll. While you get a new employer number, in some instances you can take over the unemployment history and balances in the prior innkeeper’s “account.” This may be very favorable for you depending on the number of prior claims that the inn has on its records. In some states, there is a considerable range in contribution rates depending on the prior history, and this investigation should be a part of your due diligence. You will need to supply this information to your payroll processor once your account number and contribution rate have been set.

3. Insurance.

a. Liability and Casualty Insurance and Umbrella Coverage. This is a real source of concern because of the relatively tight insurance market today. The first line of inquiry is to find out who writes the existing policies on the inn, as that may be the quickest source of insurance. These policies are complex, and you need to get a really good insurance professional to analyze the coverage and to advise you as to the correct types of coverage and amounts. If you are going to go out for bid on a policy or switch to another company or agent, you should start working on this as soon as possible. For full service inns, the liquor liability coverage is particularly difficult to obtain, especially if you have no hospitality industry experience. Pay particular attention to Business Interruption Insurance to provide adequate cash flow of continuing expenses (like the debt service) if you are out of business for any length of time due to a casualty. This is essential coverage for an inn.

b. Workers Compensation. Unfortunately, there is little competition in this area in most states, and the rates are usually pretty fixed. You will have to arrange for a new policy effective when you take over.

c. Health Insurance. This is important because you and your family need to obtain this coverage as part of the group that your new company will set up. This insurance is usually available (albeit from a dwindling number of sources) and is very expensive in most states. The important things to remember are that not all of your employees will be covered. For example, you can set the plan up to cover only full time employees or part time employees with over say 30 hours of work a week. This will usually eliminate most of the employees except for an assistant innkeeper and the chef (if you are full service), and probably can exclude any seasonal workers. The plan usually requires you to offer it to all qualified employees, but does not require that you pay for all of the coverage. For example you could offer to pay for single coverage to your employees (or a set percentage of this) and they can pay for the balance of the cost of family coverage). You need to talk directly to the heal
th insurance company to get all of the options available.

4. Banks.

a. Bank Accounts. You should set up a main business account as soon as possible with the bank you are getting financing from. You should get a book of checks (using the temporary name of the new corporation if you are doing it this way) so that you have checks in the correct name to cover license applications and other expenses necessary prior to closing. Usually, you will be setting up your banking relationship with the bank providing your financing. Remember that as a part of the negotiations for obtaining a loan, you should also look into the bank’s costs regarding bank accounts and other charges. Business accounts are usually non-interest bearing, and you will be charged a certain amount on each item deposited and each check written, plus a monthly reporting charge. These bank charges may be reduced by the amount of money you leave in the accounts. Since you will be taking deposit money into the account, and the balances will build up during your busy season, you may want to also set up a money market or sweep account to enable you to earn interest on these balances. Some banks have Web Banking which will allow you to manage this process by enabling transfers from accounts to be handled instantly on the web. This is an area that you need to investigate.

b. Order Pre-Printed Checks. If you are going to use Quickbooks, you should order pre-printed checks and envelopes from them using your new bank account number and routing information for that bank.

c. Merchant Accounts. This is the credit card processing for the inn. Usually your financing bank will want this business, but you need to make sure they are competitive. Talk to the processor about obtaining a hotel software application on the credit card machine for the inn. This allows you to swipe the card on check-in and get a pre-authorization of the card for the estimated final bill. Most processors have a three tiered system of rates based on the rates charged them by VISA and Mastercard. The first tier rate (usually under 2%) is charged for swiped cards. The middle tier is for credit transactions where you do not have the card present, i.e. telephone charges for deposits (usually about 2.5-2.75%) which may make up a substantial part of your business. The third tier is for business cards and is usually above 3%. Some banks have a blended rate for all tiers at around 1.95%. This is the most favorable and should be sought after. Watch out for hidden charges like monthly fees, per item charges, and chargeback charges. Also, most banks will give you the supplies (tapes and ink ribbons) for free, but some processors charge you for this.

In any event, you may want to shop around for the best processor package for you. Sometimes the state or national innkeeper associations like Maine Innkeepers, PAII and Select Registry have credit card processing deals which are offered by so-called preferred providers. You need to do your homework on this one, since the cost is significant each year (around 2.5% of gross income). Mastercard and VISA are the real culprits, as they set the rates charged to the Banks, so there isn’t a whole lot of competition. Also, make sure you find out if the existing machines are owned or leased by the innkeepers. If they are leased then they will go back to the processor, and you will have to buy or lease your own machines. This is an additional expense.

The real timing problem is that the prior owner’s credit card accounts will cease on the morning that you close, usually after they have batched out the bills for the previous evening. You need to arrange for someone from the bank or credit card processing company to reprogram the credit card machines for your new merchant accounts on the afternoon of the closing so that you can start processing deposits and sales for your company that day. Otherwise you will be unable to take any credit cards until you do. If you are buying or leasing new machines, get them programmed in advance so that all you have to do is plug them in and you are set to go.

d. American Express/Discover. If you want to accept either AMEX or Discover Cards you need to set up accounts separately with those companies. The bank or processor can also arrange this and will then program your credit card machines to accept them, but the money flows into your bank accounts on separate schedules and reporting is done to you separately than from the MC/VISA deposits that your bank or processor will be handling for you. The discount rates charged by AMEX are based on volume, and most inns will fall in the base category of 3.50%, although some of the larger inns will only have to pay 3.25%. Since this is a significant amount, you probably should consider accepting AMEX only if you are full service (a lot of people charge dinners on AMEX ). This is not a real hardship since most people with AMEX also have MC or VISA cards.

5. Software Programs/Computer Systems.

a. Computer. You will need to have a really good computer system available. We recommend that you bring this with you during the training period and set it up side-by-side the existing system for that period. That way you can mirror the reservation software inputs and you can set up your bookkeeping system in a similar fashion as the existing systems. Of course, this is only true if you like what the current management is doing. On the date of closing, if you are using the same reservation software, you simply take the updated file and copy it to your system.

We recommend a very fast Pentium 4 with a lot of RAM and storage capacity. WI-FI networks may work, but a hard-wired network is better if you are going to have multiple access points to the reservation software. We would also recommend a really good laser printer with a high capacity output. There is a lot of printing to be done each day. Finally, your office should have a good fax machine on a dedicated line and a good copier. Sometimes the all-in-one machines may be adequate, but you may need flat bed copying which you can’t do on such machines. Finally, a good DSL hookup or other broadband internet access is very important.

b. Software. You should buy Quickbooks Pro[2] if you are going to use this for accounting, and we recommend that you use MS Office Pro as your basic software. The small business package for this also has MS Access included, which is a great data base program which can be used in conjunction with Guest Tracker. Wed also recommend MS Front Page to create HTML for uploading to your website.

With respect to reservation software, we are presently still recommending Guest Tracker. This is an incredibly easy to use system with good capabilities and lots of built-in reports. The BedandBreakfast.com company has just bought Rezovation Software and now also owns Munsenware, the company which developed Guest Tracker. They initially announced that they were going to eventually switch all of the business to their own product “Rezovation” and just let Guest Tracker continue without new updates. The market of happy Guest Tracker users may have convinced them that this is still the preferred product, and hopefully they will continue to support and upgrade this software. We have analyzed Rezovation, and while it has few more bells and whistles, it is not as easy to use as Guest Tracker, and for now is not being recommended by us. Finally, you will need to obtain a license from Guest Tracker or whatever reservation software you choose, and a copy of their software in order to load it on your computer. If you buy Guest Tracker you should also obtain their web module for uploading availability to the web and their annual support.

6. Payroll Processing.

a. ADP. There are several payroll processing companies on a local and national basis. We recommend ADP because they are responsive and you may be able to get a discount th
rough membership in a state or national innkeeper association. We also like the fact that they have a web-based input system which allows you to process the payroll directly to them over the internet and not have to call it in by phone. You should think about having ADP do all of your payroll reporting for Federal and State purposes. You can also elect to do this all yourself through the services provided by Quickbooks, but this is very complicated and usually an innkeeper’s time is best spent on other matters. This is, of course, your choice. You will need to get your employees all set up on your new payroll system, and decide what your pay period will be. We recommend a 2-week pay period which ends on Sundays every other week, and the pay check for that period to be distributed the following Friday. You have to find out what rules apply in your state, as some states require weekly payrolls for certain employees, particularly restaurant workers and housekeepers.

b. On transfer, you will probably have to do new W-4’s and I-9 Forms for all of the employees that are continuing for your company. The forms are down-loadable from the IRS and Justice Department websites. If the inn has foreign workers, remember that they are technically supposed to only work for the applicant, which is the prior innkeeper. You should talk to your lawyer and the foreign employment agency about this.

7. Vendors/Suppliers. Once you have signed the purchase and sales agreement, you should obtain from the innkeeper a listing of all of the vendors/suppliers to the inn, and you will have to make arrangements for new accounts with those of them that require new information. Most of them do not need new account applications, and you will likely just fall right into the account status and terms that have already been negotiated for the inn. The Vendor/Supplier list should include the food suppliers, grocery store accounts, local store accounts, wine, beer and liquor vendors, amenities suppliers, utilities providers, web site provider, telephone service providers, Cable TV, internet providers, and contractors for landscaping, snowplowing, and repairs.

As part of the acquisition, you will be reviewing all of the various pre-paid services and expenses of the Inn for reimbursement on a pro-rata basis to the existing innkeepers. Most of these are marketing expenses that are paid for a particular period of time in the future, and thus need to be adjusted at closing. You should pay attention here to the various providers of these services and make sure that you are aware of when they renew each year so that you can manage this process on an on-going basis.

8. Website and Internet Directories. You should get in contact with the webmaster for the inns website and discuss those changes necessary due to your purchase of the inn (removing the pictures of the old innkeepers is highly recommended!). At that time you can discuss the overall quality of the website and get his ideas on what can be done to improve the site. If the site is an older one, you may just consider building a whole new site with all of the modern capabilities and with up-to-date photography. What you ultimately need is an attractive, easy to navigate site with lots of pictures and information, all of which you should be able to change or modify right from your own computer. The cost of such a site is presently running about $10,000 depending on the level of photography and the glitz factor of the site.

You will need to make certain that you can get full ownership of the existing website and the e-mail addresses which direct e-mail to the inn. They should then be redirected from your website directly to your own internet mail provider.

As to all of the various web directories that the inn currently belongs to, like bedandbreakfast.com, bbonline.com., The Innkeeper.com, Select Registry, etc., you will need to obtain from the current innkeeper the log in names and passwords so that you can access the sites and make appropriate changes to the information on these sites following the purchase of the Inn. Without the passwords, you will not be able to do this easily.

Finally, you should engage a competent professional to review the web-based marketing strategy of the inn, particularly the key words in the website, the web directories that the inn belongs to, and any pay-for-play advertising that the inn is doing. This is an important part of your overall marketing strategy, so pay attention here!

As you can see there is a significant amount of things which need to be done once the P&S is agreed to and before you close. Quantum Hospitality has a program available for purchasers to assist you in the transition planning and start-up of your new business. Give us a call for more information.

[1] This is a generic listing of the typical things that Buyers need to attend to before the acquisition is completed. The hiring of competent professionals (lawyer and accountant) are critical first steps and should be done immediately on acceptance of the Letter of Intent. Each State will have different requirements so have your professionals look at this To Do List and make appropriate changes. Many of these items will have to wait until you have a signed Purchase and Sales Agreement, rather than just a letter of intent, because the current owner will not want you talking to the government, its suppliers and other parties until a written contract for sale has been signed.
[2] If you are using Quickbooks, you will need to finalize with your accountant the chart of accounts to run the business. We can give you a copy of our Chart of Accounts which we highly recommend. Do not under any circumstances use a Chart of Accounts where the expenses are listed alphabetically. You need to list your expenses in categories that make sense from a business standpoint so that you can manage them consistently from year to year.

It seems that we are always asked by people considering innkeeping, why not do a start- up? We always express our concern that it is much easier and more cost effective to purchase an up and running business, but that does not suppress the desire by many people to start an inn from the ground up. We are not saying that it can’t happen, but one really has to be sufficiently funded and have the ability to succeed even in the difficult situations. Recently we were hired to consult with a nice couple from Europe who were purchasing an inn which was essentially a start-up business. We thought we would share some of the details with you.

The inn which they were purchasing was essentially a start-up. We say this for many reasons. First, it had a first generation website, which means it was totally useless. Nothing that spending $20,000 for a state- of-the-art website couldn’t change. The inn wasn’t computerized, and therefore had no mailing list which could be utilized. Next, the dining room had not been in operation for many years and it needed to be updated and opened accordingly, with no history of a successful dining business. No marketing had been done to the inn for MANY years, as the owners were going through a divorce and did the minimum amount of work to keep the inn open. So in reality, this inn was a start-up.

Renovations for the inn were projected to be $1,500,000. This was about 50% of the purchase price of $2,900,000. When substantial renovations are being done to a property, the Americans with Disabilities Act (ADA) gets involved. When renovations on a start-up property occur, they demand that 20% of the renovations be dedicated to the needs of handicapped individuals. This includes access to the inn, rooms that can accommodate handicapped people, public bathrooms built to handicapped standards, and oh yes, if you have more than one floor, the ADA requests an elevator be installed! The most amazing thing about their renovation was that the monies were basically geared to the first floor only of the inn, and only one guest room out of nineteen was being redone. This is something to keep in mind.

During renovation of the first floor, many surprises came into play. Old buildings may look fine on the outside of the walls, but just wait until they are opened! Also remember that this inn was inspected by a structural engineer, but he couldn’t see within the walls either! Not one, but two steel beams were needed because the main support beams of the inn were damaged. The front of the inn faces the elements of the ocean and this caused the complete rotting of the front of the inn, which needed to be replaced. Windows were removed to upgrade to new windows. In the process, it was found that past construction was done incorrectly, and supports above the windows were non-existent. I could go on and on, but I think you are getting the picture.
Now, let’s talk about contractors and deadlines. This inn happens to be located in a very seasonal part of the world. Most cash flow is earned Memorial Day Weekend through Columbus Day Weekend. Projections were made and the contractor promised release of the building by mid-May. It was clear by the first of May that the deadlines would not be met. So to fix this, the contractor started working a six day work week. Isn’t that great! Now the new owner has to pay time and one-half to get the work done! Not quite in the budget! Needless to say, they couldn’t open for Memorial Day Weekend. The rooms did get released so that the Inn could open the week after, but some business still was lost. I hope that you noticed that I haven’t mentioned the dining room. It is currently estimated to be released by the contractor by June 15th, but I wouldn’t place any bets yet!

If you want to do a start-up, please do so. However, we want you to be successful!! Please go in with your eyes wide open, pockets deeply lined with money, and be ready to work with delays!

Written by: Howard J. Levitan, Oates & Bredfeldt, LLC

This is one of the most asked questions at every one of Oates & Bredfeldt’s Innkeeping Seminars. How can I find my ideal Inn? The answer is very easy, but counterintuitive. We say simply to “Stop looking at Inns for sale!” Here is why:

Location, location, location is still the golden rule. Searching for an Inn is not like buying a home (it is a business first!). We often hear, “Well, I have moved all over the United States during my business career, I can live anywhere.” Better yet, we often hear prospective innkeepers say “I will know my ideal Inn when I find it.” In order to take control of the process, every prospective Innkeeper needs to first decide clearly what they are looking for in an Inn, and, most importantly, where that Inn is located. Location will dictate the one clear factor in the Inn’s business model, the occupancy rate. While the occupancy rate at Inns will vary depending on the rate charged, or the amenities, or the size and furnishing of the rooms, or especially the hospitality provided, the key factor is location.

If the Inn is in a destination location (each state has only a few true historical destination locations), the occupancy rate will be significantly higher on average than if it is located in the countryside. Thus, occupancy rates at Inns located in destination areas like Stowe, Manchester, and Woodstock, Vermont, or North Conway, NH, or Bar Harbor, Camden, and Kennebunkport, ME can be almost twice the occupancy rates of their counterparts in non-destination areas of the same states. This is a historical factor. People have been vacationing at these locations since travel was made easy by the Industrial Age. They have a recognition factor, and Inns in these types of locations do not need to sell coming there, only how their Inn is differentiated from the other Inns. The Internet and particularly the Search Engines have heightened this effect. People may enter “Boothbay Harbor bed and breakfast” into Google, but few are going to enter “Newcastle bed and breakfast” (where our Inn was located) even though it is only a few miles away. Thus, Inns in non-destination locations need to be at the very top of their electronic marketing game just to hold their own against the destinations. Location is a critical factor, but what about price? The other side of the equation is that with higher occupancy rates, and, potentially, more net cash flow, the Inns in destination locations tend to be very expensive. You need to decide what factors are your ideals!

Creating Your Model Inn. This is the key to success. Take control of the process by clearly defining what you want in an Inn; your ideal “model.” What does it look like (style of architecture), is it full service or bed and breakfast, what kind of food service will you serve, how many rooms (dictates the need for and number of staff), is it a mature business or a start-up, and, most of all, where is the location? The model needs to be as detailed as possible; it is not something that you can just dash off in a few minutes. For couples, one of the most interesting exercises is to do this separately and then compare models. Often, there are clear differences that need to be ironed out before commencing to search. Start the process with a very exhaustive list of exactly what you want in an Inn. You may never find your “ideal” Inn, but at least you now have an objective list of what you are looking for. Put it down in a spreadsheet, so that you can compare all of these factors against each of the Inns that you look at.

Inns for Sale? Looking at Inns for sale all over any region, like New England or the Southeast, or any broad location can be an exercise in frustration. Again, it is not like buying a house. The more you see does not necessarily expand your knowledge of Inns, only of Inns that may be overpriced or have problems. The simple answer is that most very good Inns sell without the general buying public ever being aware that they are for sale. This is a confidential process. Most Innkeepers understand that being for sale may be a “four letter” word. It has an impact on the staff and clearly on the guests coming to visit. If the average life of an innkeeper is about 8 to 10 years, this means that about 10-12 percent of all Inns are for sale at any one time. Not all of these are publicly on the “market” with a broker.

Another very important factor in Inns for Sale is how the offering price may be set. What is the justification for the high asking prices we now routinely see in Inns? Does the Innkeeper decide the price based on anecdotal evidence of what other Inns in the area have sold for, or is it based on some kind of simple rule of thumb like a gross revenue multiplier? Can the Inn support normal commercial financing or does it require more equity in order to cash flow? Does the Inn’s business model have potential for growth, or is it stagnant or are revenues/occupancy falling? All of these are important questions in the process of setting the right price. Searching for an Inn which is ready to be sold, but not yet on the open market, may be the real answer to finding your ideal Inn.

The Tell-tale Signs. The Inn is for sale, but only the Innkeepers may know it. There are always clues. Perhaps it is the chipped paint on the stair treads, or the landscaping that just is not as manicured as it should be. The website has not been updated for a while. The Innkeepers are a bit tired, or you only see them occasionally; the staff is running the Inn. They have been keepers of the Inn for 8 or 9 years, and perhaps they are ready to move on. If the Inn meets your ideal model, or is close to it, why isn’t this situation the perfect solution to your Inn search? Approach them before the Inn goes on the market, and you may be able to get a much more reasonable price. The worst thing that can happen is that you are told that the Inn is not for sale. But even then, you may be able to get a first bite when they are ready to sell.

Create a Search Plan. Take your model, and visit your location. You should have a back-up location which you are keeping an eye on, but not actively searching. Visit your location as often as possible, in different seasons, staying at Inns which are high on your list as meeting your model. Network with the Innkeepers, tell them that you are searching and what is your model. Even if they are not really for sale, they can help you with knowledge of who might be thinking about selling. This is the best way to get first hand facts of what is going on in that location. The Innkeepers may not tell you financial information about their Inns (occupancy rate or average daily rate), but most are quite free with giving you everything they may know about other Inns in town. This networking is really the key to success.

Confidentiality. Remember one thing. If an Inn is not actively on the market, whether it is for sale or not, telling other Innkeepers or people in the community that you are trying to buy a particular Inn is the fastest way to lose a deal. You need to get knowledge, but not by breaching the confidentiality of the Innkeepers. Word spreads quickly in small communities and this can impact the business of the Inn that you may be trying to buy. There will be plenty of time to accomplish the due diligence that you need between the time an offer is accepted and the dates set in the purchase and sales agreement. You need to respect this!

Final Thoughts. This is all about taking control of the process. We have taught hundreds of prospective Innkeepers these lessons, and they work. Create a model, create a search plan, and then find your Ideal Inn.

This article will appear in the next PAII Newsletter for Aspiring Innkeepers.

Of all the questions that we are asked during our Innkeeping Seminars and in our consulting practice, the most important, and most frequent, one is “How can I know if the price for an inn is the right one?”

First, some general background. Most aspiring innkeepers have previous experience in buying real estate, mostly for their own residence. They understand the concept of comparative market analysis (CMA) in which they, or a real estate professional, compare what they want in a home to many, many houses on the market or recently sold. The problem is that inn businesses are really unique combinations of assets, and there may be very few true comparables from which to get price data with respect to recent sales in a given area. An inn is a very different bundle of assets than a house. It is a combination of real estate (i.e., land, buildings and, most importantly, location), furniture, fixtures and equipment (because most inns are sold on a turnkey basis), and, most of all, the financial capabilities of the inn and its good will. Financial capabilities include both the historic cash flow of the inn after expenses, but more importantly, the projected cash flow from operations in the near term. What you are really buying when you purchase an inn is not what it did in the past, but for better or worse, what will it generate in terms of cash flow in the next few years after the purchase. Good will, on the other hand, is a bit more amorphous, and may include some specific assets like the website, URL, phone numbers, guest list, etc., but also its name and the general reputation of the inn to the public.

Financial Analysis: In determining what to pay for your “ideal” inn, the first and most important analysis that has to be done is to review what the historic cash flow of the inn has been, and to compare that data to other similar inns. If you have expressed serious interest in purchasing an inn on the market, you need to see the financial history of the inn for at least the last three years, including occupancy records, detailed profit and loss statements, and in some cases, tax returns for that period. (You may have to sign a confidentiality agreement to get access to this information.)

Once you have the data, you need to develop a reference point for the expenses of the inn to determine which ones will continue in the future and which ones reflect one time occurrences (like specific renovations or maintenance expenses). Some expenses are attributable to lifestyle or personal choices of the current owners (e.g., if they pay for an expensive car through the inn or have decreased their active participation in day-to-day activities, and more staff is hired to cover for them). PAII’s Industry Study of Operations and Finance is an invaluable source of financial data which can be used to compare the financial income and expenses from a given inn to industry-wide data which is broken down by several different categories (e.g., by region, size, average daily rate, location, etc.) By comparing each individual expense account in an inn’s financial data against the appropriate industry averages contained in the PAII study, an aspiring innkeeper can identify those areas of expenses as either personal in nature to the owners of the inn or as unexpected and therefore need further explanation. Once this comparison is done, you can then project what this inn might produce in revenue under your management, and more importantly, what the Net Cash Flow (NCF) would be in future years. For purposes of this article, NCF would be the net income of the inn after all expenses but before interest, taxes, depreciation, amortization, and owner compensation (thus an “EBITDA” calculation).

Rules of Thumb: Most aspiring innkeepers who have been out in the market looking at inns have already heard about the so-called “Rules of Thumb” that industry professionals use to track and compare inn sales. These include, specifically, both Price per Guest Room and Gross Revenue Multiplier (GRM). At each PAII Convention (you should absolutely be going to these if you are really serious about becoming an innkeeper) there is a seminar given by inn brokers, inn consultants, and appraisers from around the country called “Valuations From the Four Corners” which details the inns sold during the last year by region, showing the sales price, price per room, gross annual revenue, GRM, and revenue per room. These seminars will be invaluable to you in determining the correct price to pay for an inn.
Here is a look at some Rules of Thumb: Price per Guest Room simply divides the sale price of an inn by the number of guest rooms. This very simple number tells an aspiring innkeeper very little about the nature of the business of the inn. It is only one of many variables that affect price, and likely the least precise and most unreliable of all of the measures of success. In the 2006 PAII Industry Study, the average national price per room was $125,242. Regional data was also available, and varied widely depending on location. Our own Oates & Bredfeldt data for mostly Northeastern U.S. inn sales showed average Price per Room of $126,498 for bed and breakfast inns.

Another Rule of Thumb is the Gross Revenue Multiplier (GRM) which is a calculation of an inn’s ability to produce revenue as a factor of its value. Oates & Bredfeldt data (mostly from the Northeast) for the period 2002-2006 showed a GRM of about 4.47 times. Surprisingly, data presented by Michael Yovino-Young, a very knowledgeable appraiser from California, showed GRM approaching, and in some cases exceeding, six times earnings. The most important thing to ask about all of the data behind a GRM is what does the gross income from any business tell you about its profitability and future earnings? This is an interesting statistic to look at or keep in the back of your mind, but it is no substitute for a detailed review of the financial history of an inn.

Capitalization of Income: This approach to valuation is at the heart of most financial analysis of businesses as going concerns, and is one of the three methods used in every real estate appraisal. It basically takes the historic cash flow from the business and projects what it is likely to do over the near term future. This develops a net cash flow (NCF) for the future as a stream of income. The concept is that the value of a business is the present value of the net income that it will generate over the foreseeable future. The present value is represented by a mathematical computation based on a capitalization rate or “Cap Rate” that is a reflection of the relative risk of investing money in that type of business. Thus, the formula is to divide the NCF by the Cap Rate to find the value. By way of example, if the NCF of a business were $500,000 and the Cap Rate were 10%, under a capitalization of income method, the value of the business would be $5,000,000. The lower the Cap Rate, the higher the value. Historically, Cap Rates for inns have ranged from 9% to 11%, but there have been recent data, particularly from California, that seems to indicate that underlying real estate value can impact the Cap Rate by lowering it, and thus creating higher values. The one thing that this approach does not provide is to determine what is the correct Cap Rate for a given area or particular inn. This is a subjective conclusion that must be made based the relative risk of the investment and the present cost of capital. Thus, you would need to look at not only the consistency of the historic NCF of the inn, but also current interest rates on commercial financing, and comparable investment returns on similar businesses. While the ranges help, determining where you fall within such a range is more difficult, and in some cases may r
equire professional assistance.

Debt Coverage Test: This is another way of looking at price and value. This methodology looks at the historic or projected NCF of a business and determines how much of that NCF is necessary each year to pay the debt service on a normal commercial mortgage on the property and how much above the debt service is available for uncertain future events or owner compensation. Most commercial mortgages are offered at a loan/value ratio of 75% (i.e., the borrower is investing 25% equity) with debt service calculated on a 20 year amortization with usually a fixed rate of interest for the first 5 years of the loan. Using the NCF projected from the inn, an aspiring innkeeper can then determine what the annual debt service on the loan would be and to what extent the NCF exceeds that debt service. The ratio is usually given as a percentage with the formula equal to the NCF/Debt Service. Thus, if the NCF was $130,000 and the annual debt service on the loan was $100,000, the Debt Service Coverage Ratio would be $130,000/$100,000 or 1.3 times. Most financial institutions when underwriting a commercial loan will be looking for at least 1.20 to 1.25 times coverage, meaning that there is a cushion in the NCF equal to at least 20% to 25% of the debt service available for unforeseen events or return to the owners. In looking at the Debt Coverage of an inn, you can therefore determine whether the inn “cash flows” or has sufficient earnings to pay a normal mortgage, and if there is excess cash flow, what kind of return does it provide an owner based on the amount of money invested in the inn business (i.e., the down payment, closing costs, renovations, and working capital invested in the inn). This is a method of making sure that you are investing in a sound business that will succeed over the future.

Conclusion: While all of this seems daunting to many aspiring innkeepers, it is very important to understand that an inn is a business that needs to be carefully analyzed before any price negotiation or offer is made. For those who feel uncomfortable doing this type of financial analysis themselves, there are inn professionals (i.e., consultants, brokers, accountants, and appraisers) who can provide fee-based assistance to aspiring innkeepers in reviewing, analyzing, and comparing this financial data in order to come up with the right price to pay for an inn.

It always amazes me when dealing with people looking to purchase an inn. The other day I received an e-mail inquiring on a property valued at $1.8M. The e-mail was simple. It said “This is the type of inn we are interested in. So, if you can pass on to me 3-5 years of financials, I can look them over”. So here is the dilemma. I don’t know who this person is. We have only communicated for a brief time via e-mails and I don’t even know his last name. In addition, I can’t contact him via telephone because he hasn’t shared it with me. I’m not sure of his family status and if he has children, there isn’t room within the current owner’s quarters. I’m not sure if he wants to be in a city, country, or mountains. Most importantly, I don’t have a clue as to his finances! Yet, he totally expects me to quickly disclose very personal information when I know nothing about him.

So here is the real question…If you owned an inn worth $1.8M would you want me to send your financial overview to everyone that inquires? The answer should be no!! When you are at the point of being a “serious buyer”, you should act accordingly. My motto is simple: “Show me yours, and I’ll show you mine!” A buyer that is serious should be ready to share their financial overview. If a buyer isn’t capable of doing this, they are not serious. So my message to all of the future buyers is to prepare a financial statement and be ready to share it on any inn in which you are seeking their financial data. You will now be treated as a serious buyer!

It is the start of the New Year and this is it! You have decided to finally quit your job in the corporate world and take the plunge into Innkeeping! You are serious, but what to do first? Let’s outline the seven steps to successful Inn ownership in 2007!

1. It is time for a reality check
2. Evaluate your financial situation
3. Define your Inn model and the needs of your family
4. Conduct your search
5. Evaluate the numbers
6. Make an offer
7. Quit the job and close on the Inn!

It is time for a reality check. First, ask yourself if you really want to do it? What impact will it have on the family? Do you really want to work with your significant other 24 hours a day? Can you give up the weekend activities with your friends? Can you adjust to a different lifestyle? Income will be adjusted, can you adapt or will you need a defibrillator? It is okay if you say Innkeeping isn’t for you, but if you are still saying you can deal with these changes, let’s go forward.

Evaluate your financial situation. How much money is in your savings account? What is the capital in your home? How long will it take to liquidate your home? How much money is in your 401K (we don’t really encourage using it, but it is good to have as a back- up plan)? Are there investments that can be liquidated? Will your family be able to assist you in the investment? Finally, look under the mattress and make sure that all monies are accounted for. When this is all tallied, keep in mind that a bank will be asking for about a 25% investment from you when purchasing an Inn. Now you know the price point that you can realistically afford to purchase.

Define your Inn model and the needs of your family. In the Fall, 2005 newsletter (available on our website in newsletter archives), we had an in-depth discussion on building a model. In addition to building a model that works for you, your individual family needs have to be considered as well. Do you have children at home? Are they old enough to be part of the Inn or do you need to have private space away from the Inn? Can you live in a conservative owner’s quarters to begin with and then expand into larger quarters as the time passes? All of these considerations should be incorporated into your model.

Conduct your search. Visit Inns, stay at Inns, speak with Innkeepers, and find an area where you will truly enjoy living. Join Innkeeping associations, network with other people who want to become Innkeepers, and be open to new ideas. This will be a rewarding journey if you approach it with your “eyes wide open”.

Evaluate the numbers! You have found an Inn that meets your needs. The emotions are running high and you need to make an offer before someone else buys it! STOP!! Rein in the emotions and make a logical evaluation of the numbers. Make sure that it all makes sense and hire professionals to assist you. We have been involved with too many Innkeepers who now need assistance because of financial hardships. This could have been avoided if only they had evaluated the Inn prior to purchasing it. SLOW DOWN!

Make an offer. You have poured through the numbers and everything seems to make sense. Make an offer and move forward. This is a stressful time and it is important to have a good working relationship with the Innkeeper who owns the Inn of your dreams. Howard has a saying, “there is a lot between the cup and the lip”, meaning that the offer is only the beginning. There will still be many negotiations as you work through the purchase and sale agreement.

Quit the job and close on The Inn! The offer has been accepted, you have completed the purchase and sale agreement, and the bank has approved your financing. You have waited a long time to do this and have had a good time doing it! Quit the job and don’t look back. It is time for a long overdue lifestyle change. The Inn is in your hands now. Our words of wisdom are to have a good sense of humor, remember that decorating is tax deductible, take at least one full day a week off to enjoy with your partner, and enjoy the new lifestyle. You worked hard to get here and now we want you to enjoy it!

P.S. Burn the suits now because you won’t be needing them again! Have Fun!