this article is written as a wellknown dialogue with regards to “Due Diligence”. it's far for informational functions and not meant to be a definitive guideline for your genuine scenario. You ought to consult the ideal experts with regard on your specific transaction or state of affairs. further, this text is in no manner advocating, suggesting or implying that each person engages in any kind fraudulent sports in any way. those are without a doubt the matters a purchaser must be privy to whilst doing due diligence in buyer a enterprise.
You spent months locating the right commercial enterprise. the seller says that you cannot go with the aid of what the tax return suggests however the enterprise is making lots of cash, and he can prove it. Your inspection of the earnings and loss assertion indicates that sales were increasing slightly within the previous couple of years. maximum important, and the satisfactory news of all is; the rate is proper! Does it sound too properly to be true? i am sorry to inform you this, it probable is.
I think it was Benjamin Franklin who stated, “A fool and his money are soon parted.” Mr. Franklin must have recognised a whole lot of commercial enterprise customers. while buying home equipment that destroy in a month, it expenses you a few dollars. while you visit a swap meet and are cheated due to the fact the strong gold watch is truly gold plated, it fees you a few hundred bucks. while a used car salesman cheats you, by promoting you a lemon, where the speedometer has been became again a hundred,000 miles, it expenses you some thousand dollars. Getting cheated buying a business can cost you a lot thousands to masses of lots of bucks. The most effective investment or purchase that I realize of where you may be cheated out of more money is in the location of real estate. real property fraud can runs into the loads of thousands and thousands of bucks and does. you will be taken aback at all of the human beings among 1875 and 1950 who saw ads for prime real property in Florida and purchased swamp land. What about prime Louisiana seashore the front with Alligators dwelling outdoor your the front door? i've written a sequence of articles on fraud and it continues getting larger and larger.
i hope that the factor is made. in no way purchase a business on someone’s phrase. certainly, you should by no means purchase whatever on a person’s word. confirm the whole lot, consider not anything and remember that you are nevertheless going to discover matters, after the near of escrow, which goes to wonder you. A comparable example is one known with the aid of each enterprise. A staff worked for a corporation for 4 months and complained to the non-public officer that the task become just too tough. He stored complaining that he needed more training and decrease quotas. You feel sorry for him. You speak to him and talk to him about it. You pay attention and agree with all of the excuses he offers you for negative production. in the end he give up, blaming you for something which you did, this just earlier than you were going to give up and fireplace him. then you definitely started to take over the work of finishing his incomplete initiatives. you are shocked, as you constantly re, at what he did incorrect and what he had protected up, that he became not doing. that is what takes place while you purchase a business. You find out all the moves that the vendor, not his workforce, had stopped doing, from the day that he determined to sell the organization.
Many agencies are doing well. now and again the owners have private things happening of their home lifestyles. now and again they've scientific problems. regularly the business is not doing nicely and the seller is frustrated. it's miles very not unusual for a vendor to paintings hard to build his commercial enterprise, however because of many motives, it doesn’t produce what the vendor wants. He receives frustrated and at some point he offers up. this is generally the day he calls that commercial enterprise dealer he met and asks the massive query. How lengthy will it take you to get me out of this location? In his thoughts, he is gone. He just counts the days till he bodily walks out.
Have I scared you? appropriate. there may be a plus facet. it is well worth all of the grief that you go through to shop for a commercial enterprise while you get in to the drivers seat, placed all of the advertising actions into place and begin using your personal commercial enterprise.
In 2000 I had a consumer purchase a vehicle wash soap production enterprise for $2 Million dollars. the vendor swore it changed into making $500,000 profit in step with year. Due Diligence showed it turned into only making $300,000. while presented with the auditors document, the seller claimed the audit become incorrect. The customer bought the organisation, understanding he turned into overpaying for the business. Why? He had executed his research at the production branch and income branch. He went out on the deliveries with the drivers, and met customers. He decided that he could double the sales and income within one year. After he bought the enterprise he discovered things to be proper. The earnings become $300,000, as my audit discovered. He may want to double the sales and profit inside three hundred and sixty five days, and did. the seller attempted to screw the client, however in the long run, justice became served. the vendor screwed himself greater than he screwed the client with the aid of now not going for walks his business successfully. If he had he ought to of offered it for loads greater than $2 Million bucks.
good enough, sufficient with the fun stories for now. we could get all the way down to the info of what to look for when doing “Due Diligence.”
Due Diligence described:
The phrase is composed of words. “Due” which the dictionary defines as “right or good enough” and Diligence, which is described as “diploma of care or warning predicted of a person. in particular as a celebration to an settlement.” caution: is the watchword on this definition.
financial Statements – What to search for:
add Backs:
If you purchased the business through a business broker you must have obtained the commercial enterprise financial announcement with a separate worksheet displaying changes to the ones statements. these changes display the proprietor’s benefits received from the business besides the earnings and salary he gets. those also can be defined as personal expenses that need to be brought returned to the profit. Depreciation, incomes taxes, interest expense are upload backs that aren't private. personal consists of things like circle of relatives automobile fees, proprietor existence coverage, proprietor medical health insurance, commercial enterprise amusement that become not absolutely spent on customers, commercial enterprise journeys not actually for commercial enterprise, domestic workplace costs, circle of relatives cell telephones and plenty a whole lot more.
Make the seller display you the details on a few or all of those expenses to verify that they may be really personal and not virtually commercial enterprise costs that shouldn’t be introduced again to income. Spend time asking distinctive questions with the overall ledger in front of you. go through individual prices and what they mean, till you completely apprehend what is being introduced again and why.
stock:
inventory of resale products need to be checked for 2 reasons. One is you need to pay for it. Be cautious, you do no longer want to buy products that is old, worthless and no longer saleable anymore. best pay for modern-day marketable product. The charge you are assume to te pay for the stock is the vendor’s value. The rate for vintage slow inventory is negotiable. continually spot check the price and remember the products listed on the inventory list. Do people positioned down that there may be 3 of an object whilst there are most effective two? Of direction, especially after they assume no person goes to be checking them out. comparing charges from purchase invoices is the way you test charges. You cannot test every item towards the actual cost but you may do five% of the gadgets. pick out at random, not via any concept made via the vendor or others. if you do no longer apprehend how marketable the stock is which you are buying, rent an professional, from that enterprise. Your dealer must be able that will help you in finding a person. Do no longer be cheap, and assume you do not want to spend the cash on an expert adviser. i'm able to take a lunch wager that they may pay for them selves oftentimes over.
the second one cause for checking stock is that if a dealer doesn’t take inventory at least yearly and alter his stock cost in his accounting information, correctly, the earnings discern you're receiving will now not be accurate. most likely, the higher price of goods offered, the decrease the earnings. some enterprise owners lessen the inventory price on the books, deliberately, to a lower value so that you can make the commercial enterprise display a higher value of goods sold, which then creates a smaller taxable earnings. if they do that year after yr, the income may additionally or won't be correct for the present day 12 months. it would take a CPA to determine this one out for you, in case you do not have a heritage in retail.
equipment fee:
next issue to check at the financials is the real, modern-day cost of the equipment you're buying with the enterprise. The stability sheet might, if it shows all of the gadget the agency owns, provide you with the price of the device when it changed into bought. in case you are shopping for assets rather than coins go with the flow, the device valuation becomes extra vital. nobody desires to overpay for used device. additionally test that the device works and is truly getting used in preference to sitting behind the building with different junk.
cash income:
If all income is being said, take a look at income extent activities which you have discovered in opposition to the daily facts at some point of your “Due Diligence” to peer if the extent corresponds to what became pronounced remaining yr within the equal month. if you see earnings of $500 in step with day but the supplier shows income of $1,000 in step with day, you need to discover why. some smart buyers sit inside the enterprise all day, watch the income and observe the activities of the staff. This works if the vendor isn't placing on a complete fledge production fraud for you the consumer.
Fraud:
How does a vendor defraud a purchaser on modern sales pastime levels? sellers who hold bad statistics or no data, often, suggest the consumer doing a fifteen-day visible inspection. This facilitates however it is very risky to depend entirely on physical inspections on my own because the vendor can nevertheless defraud the buyer. here is the most famous of the memories i've heard over the years.
dealer owns a dry cleanser. The customer and seller have opened escrow and the deal is subject to a fifteen-day physical commentary period. the vendor doesn’t need the purchaser to discover that commercial enterprise extent is very slow. the seller tells all his friends to convey their dry
cleansing in to the store for a -week length, at no rate. they carry within the apparel, get it wiped clean, select it up and pay for it. Later the enterprise owner meets the clients and reimburses all of them for the price of their dry cleansing. The day after escrow closes all that enterprise visitors stops. suppose it never occurs? The identical is true of eating places. vendor tells all his buddies to bring all of their buddies in for a unfastened meal. customers pay the invoice and some time later or at domestic, the business owner reimburses all the customers for the cost of their meals.
actual time dealers spends working:
decide how many hours the vendor genuinely works. you are shopping for an income stream primarily based on a known wide variety of hours of labor. make certain the vendor isn’t operating eighty hours and telling you he is handiest working forty hours, in keeping with week. I had an absentee fast food proprietor tell the consumers and me that he labored element time - 5 hours per week. closer inspection confirmed he changed into running 25 hours per week. One automobile restore supplier, we’ll call him Bob, said he in no way changed into on the business, due to the fact he had a second full time job. Inspection found he became working 30 hours every week (4 plus hours every night, and eight hours on Saturdays).
discover what job functions the seller does:
Get a listing of functions that the vendor does. Is one in every of them bookkeeping? once in a while the spouse does the books component time and that is never stated. again you may discover the owner does the bookkeeping, at home, each night time, for a further hour. In an auto restore keep, you can find the proprietor is doing automobile body repair paintings, individually, on Saturdays, that is paintings that you, as a consumer, will never be able to duplicate. You need to be sure you recognize how to do every activity function that the seller does or learn them. The time to discover what technical knowledge you need to have to take over the business is whilst you are doing all of your investigation, no longer the day after escrow closes.
Verification of factors that are not at the monetary Statements:
it is a common incidence that organizations do now not record all in their earnings on their economic statements. yes, this is actual. Many people do no longer, in reality, file the reality on their tax returns. In truth, when i'm speakme approximately small retail or carrier groups that address the general public directly, I locate it's far over 90%. “Will the humans with an honest set of books, please go away the auditorium. There are two golfing carts outside waiting to chauffer you domestic. You do no longer want to hear this.”
The balance of this newsletter will talk how a purchaser would possibly do their “Due Diligence” for special forms of organizations. those styles of groups consist of restaurants, car restore stores; actual property services contractors, non-actual estate repair/ offerings, and retail stores.
eating places- Non-Franchise:
eating places compose over 25% of all businesses for sale. This isn't due to the fact they all cross broke, as the SBA reports. it is because 28% of all retail companies are meals provider or meals income. it is the biggest section of the purchaser market. due to the fact it's far a retail consumer business, it offers in 33% cash. each impartial-non-franchise meals provider business i have been into indicates zero profit at the books. a few even pass overboard and display a tax loss. it's miles because they do easy tax making plans that does not require an MBA degree to figure out. If the commercial enterprise doesn’t display all of its cash, or any of its coins, the costs will equal the mentioned earnings. This on my own makes it appealing to many customers. we will no longer discuss the ethical issues of this mind-set; it is what it's miles. What we've got to discuss is how do you, the client, can show that the business is creating a profit? And if it's miles, how much?
eating places are available two categories. 1. fast food-counter sales. 2. take a seat down. rapid meals restaurants have automatic coins registers that file the income into its computer, which has a memory. This reminiscence has every day totals going again to the start of the computer’s history. maximum owners close out their coins registers at the cease of the day and print out the tape of every day’s activities. this does not routinely wipe out the facts for the day. The laptop does, i am instructed, have a delete button on it allowing the proprietor to wipe out the total reminiscence inside the pc, inside the event of an audit. i have also been informed, but do not trust, that an electrical blackout can wipe out the memory within the laptop and that is why one vendor stated he couldn’t deliver me get admission to to this information.
If we are speakme about a take a seat down eating place income facts, you can use the daily order price tag, which can be then imputed into the pc. This gives 3 resources: tickets, computer and every day tape totals.
while this facts isn't available, for any purpose, an skilled eating place representative can let you know the sales sports just through analyzing the eating place and counting the wide variety of customers consuming at four key times in an afternoon, and on several key days in keeping with week. Then the consultant can figures out what the average income price ticket quantity is. With this information like magic the consultant is aware of the gross income determine, for the year.
A double test manner for eating place specialists is to then have a look at the food purchases and its fees and might confirm that it matches the real income figures. One representative that become hired to study a Johnny Rocket restaurant for $7,000 did the audit and prepare a advertising software for the customer. The marketing software included transport and catering. both of which do now not normally show up at the automatic coins sign up.
restaurants - Franchise:
you would consider that franchise eating places statistics might be very correct because the franchise employer gets a percent of the gross profits. the bigger ones connect as much as the man or woman franchise and realize what is going on faster then the owner. As said above, the simplest income that may be made and no longer declared to the pc are catering or transport orders, which might be finished with out ringing them up.
a few franchises do not hook as much as the man or woman franchise computer systems and do no longer do audits often. This permits the franchise to document reduced profits to the employer and the IRS. In case both involves audit, they press the delete button on the computer. in case you as a buyer can get get entry to to the laptop you know the numbers are accurate even supposing they may be not complete. it's far impossible for the workforce or the proprietor to exchange the pc information. The facts can best be deleted. once more catering and take out won't be on the laptop. theft from employees can simplest be within the form of 1. employees that deliver loose meals to friends. 2. employees no longer ringing up an order, that is hard whilst corporations put up signs and symptoms pronouncing, “if you do not get a receipt, your order is unfastened.”
some sellers are so paranoid of the IRS, they are now not inclined to show all of us their private information or laptop tapes for worry that the client may be an IRS agent. My non-public opinion, and what I advice dealers to do, is to get their books prison and sincere and lease themselves a brilliant CPA, like Donald Trump, and use each prison trick within the book. Martha Stewart didn’t go to prison for internal buying and selling. They were given her on mendacity. There are felony ways to keep away from taxes so that fraud isn't always important. if you cannot find a top accountant, i can advise one.
in case you ask someone "Are you a central authority employee or IRS agent?" and they lie to you; that is probably considered entrapment and a terrific feasible protection in court docket. but, I ask you. Is it worth the grief?
The everyday movement of dealers, in this example, is to require that the consumer take the enterprise based at the recorded records and guess as to how profitable the vicinity in reality is. that is a totally tough situation for the agents and buyers, for the reason that dealers do no longer price their business based on these pronounced numbers but base their fee on the actual numbers.
i hope this is of some assist to you in doing due diligence on a restaurant you is probably interested in shopping for.
vehicle repair shops:
car restore stores are nearly as terrible as restaurants when it comes to below-maintaining coins. The everyday method for maximum, i've run throughout, is to claim only the checks and credit score card costs. The coins they put into their pocket. the coolest issue, in doing audits is that almost each such a owners maintains their work orders-invoices. these are saved in monthly manila folders and positioned right into a drawer or document cabinet. They in no way tell you that they hold these information, however they do. They even tell me, because the dealer, that all backup documents were destroyed, but they may be now not. after I insist that they cannot sell their business without supplying those invoices, they inform me in their lifestyles. With the income invoices an audit of profits will become simple. because the dealers preserve them in a manila folder with the aid of months, you simplest ought to choose month-to-month folders at random and total the actual invoices. Then compare them to what the “nation Board of Equalization” record says and calculate how many of the entire become declared. if you do that for a few months, a pattern will increase. a few sellers have even run a calculator tape of the month’s activities and/or written it in a private ledger. you can take a look at the actual bill tapes towards the non-public ledger facts to verify the personal ledger information is correct.
real estate services/upkeep Contractors:
actual estate service contractors encompass new production standard contractors and sub-contractors, contractors that come to your property to offer repairs on your home (plumbers, heating and air-conditioning contractors, gardeners, landscapers, termite groups, roofers, carpet cleaners, cupboard re-modelers, carpet/material stores, tile stores, pool provider carriers, pool set up contractors, landscapers, and so on.) these contractors, if the owner does the paintings himself, do no longer preserve their activity tickets-invoices after they are paid for his or her offerings, in coins. If the agency has provider men, then the proprietor is usually the dispatcher or other administrative person. In this case vendor, maximum possibly, could have saved all of his invoices, to be able to be capable of appearance up previous records data in their customers. They may not have recorded the income on their statistics however they may have the basic statistics. Theses statistics may additionally in a total mess, but the records do exist. if they do now not, then buy the enterprise primarily based on what the seller can prove to you, or what you can reasonably estimate based totally on what number of the business you suspect is cash. What they may be most effective going to show to you is the full of checks and credit score card prices, which is what the seller has declared at the tax return.
Non real estate restore/ services:
Non actual property restore/provider corporations consist of such things as big and small appliance repairs, barbershops/hair salons, nail stores, rub down parlors, health clubs, puppy grooming, wedding photographers, and film theaters. these companies normally do no longer even write up a price ticket so until a relevant coins register is used for recording income there might be no file at all. again that is like a eating place with cash check in tapes. If the paintings is carried out at the customer’s place, then you definitely examine the serviceman’s truck agenda. in case you only have a few paintings facts, from some work accomplished inside the subject, you can decide what the average restore dollar extent is after which in case you calculate what number of calls are made on an average day, you only must multiply the two numbers.
If we're speaking about hair salons, nail shops or barber shops we can collect facts approximately what number of chairs there are, how many chairs are rented on a weekly bases and what rent the proprietor is collecting. If the technician is not paying rent then they are on a fee break up. in case you recognise the apartment earnings and the income cut up you're well in your manner to figuring out the real profit of this kind of business. remember to ignore the income of the owner because you as a hairdresser or non-hairdresser owner might not get the earnings of the old proprietor. The old proprietor will in all likelihood rent space from you so you simplest add another rented chair to the income.
Retail stores:
A retail save is a store that carries an stock of merchandise that they resale. on occasion they offer set up, which then would possibly placed them into the service employer rather than a retail save. the principle distinction is that they promote a product as opposed to a carrier. This includes the whole thing from home Depot, pet stores, clothing shops, present shops, supermarkets, diet stores, and signal shops. Retail shops have cash registers and daily tapes of their income. that is dealt with in addition to a eating place and need to be audited within the same manner. (See eating place section Above) similarly to the cash sign up statistics, you also have buy data, which may be studied to decide the value of the products as a percent of the promoting price. With this dating-percent of price to sale charge recognized you can calculate both the cost of products bought or gross income when you have either initially. a few smart proprietors buy some merchandise for coins which will prevent a tax auditor from catching them by means of the use of this identical manner. If the vendor does this, he'll admit it to you, in case you ask.
while All Else Fails With a Retail commercial enterprise:
The simplest manner to shield yourself is disclosure so you have grounds to sue for fraud. Make the seller positioned the actual sales numbers, price of products percent and any other facts you're given and cannot file down on a chunk of paper after which have the seller signal and date the paper. If after the near of escrow you discover the vendor lied to you, the file will give you grounds to sue for fraud or misrepresentation. The important issue is be able to reveal a choose in writing what the customer told you and to have the ability to show that he did this in writing. If the seller instructed you however never did it in writing you cannot show it. “If it isn’t written, it isn’t so”
scientific Professions and Non clinical professionals:
specialists are a shape of provider business; except they price a higher hourly charge and that they have to hold affected person/patron documents. the general public pay their experts through credit card or check, because these prices are generally tax deductible as scientific or economic recommendation. If the vendor doesn’t declare all of the earnings, ask what returned up information there are. customers usually get receipts for services and bills. There are information, locate them and you will have all the profits.
when all else fails in Figuring coins earnings:
if you have observed all of the earlier advice on documenting cash income and they in reality do not have documentation, you are in large hassle. you may have reached the quit of your rope. you now have alternative left. 1. stroll away. 2. if you nonetheless want to shop for this enterprise I only have one closing inspiration. It is not fool proof however it's miles a way. cash seems to be about 30%-35% of general income. you could make this assumption to come up with a real total. upload 50% to the sales displaying on the books, this amount is from credit score playing cards and take a look at sales. This isn't an specific technology; it's far handiest a close estimate. cash sales may want to genuinely be anywhere between 25% or 35%. I by no means figured it that close.
cash fees Verification:
while you consider unrecorded cash transactions we normally think about undeclared earnings. Undeclared earnings is the largest category, however not the most effective one. the opposite is coins price no longer deducted at the books. the most important fee object in this category is coins payroll.
Unrecorded coins Payroll:
In an try to lessen the payroll rate, enterprise owners can pay some of their team of workers’s payroll in coins. Why would they do that? Workman’s repayment insurance, FICA Taxes-company and worker component - Federal and state earnings Taxes. Any accountant might scream at his patron “you're lacking out on a legal tax deduction.” permit me give an explanation for why a person might forego the tax write off by way of paying cash expenses.
when you pay an employee $a hundred.00 according to day, at the books, the worker receives approximately $70.00 internet on his test. if you deliver him $80.00 in coins, he is glad. He doesn’t have to fear approximately going into a higher tax bracket.
The agency has to pay approx 10% to cowl the employers FICA and other Federal employment taxes. You, as corporation additionally have the workman’s compensation insurance top class. If we're speaking automobile restore mechanics compensation insurance by myself costs 15%. If we're speaking new real property creation workers we can be talking a value price between 25% up to a hundred and twenty%. A roof artisan’s repayment premium is greater than his gross earnings. lets look what payroll taxes price for a regular worker. the automobile mechanic coverage charge of 25% is added to the 10% Federal fees plus the wages provide us an expense that equals 135% of the wages. This comes out with the employer paying $a hundred thirty five.00 and the worker receiving $70.00. there is a loss of $sixty five.00 in step with day in line with worker. some employers would rather shop the $sixty five.00 and no longer get the income tax deduction for the price. also with all the unrecorded coins the commercial enterprise shows, it isn’t important to have a loss at the books, due to the fact that there is no want for more deductions to lower taxes. The business is already not paying any taxes.
due to the fact there may be a chance that an employee might be injured and document a declare beneath workman’s compensation coverage, it's far not unusual amongst small agencies to reveal a part of the wages at the books and the balance in cash. which means that an worker earning $40,000 in keeping with 12 months would possibly have $18,000 recorded on a W-2 form, growing a totally low federal tax rate or no tax due at all. because the employee is being paid part of his wages at the books if he's injured at the task he is absolutely insured for injuries with state Workman’s repayment Fund, country incapacity funds, nation unemployment coverage and all Social safety advantages. A win-win for business enterprise and worker, even if now not for the authorities. As a consumer you ought to discern all this out, and modify the charges accordingly.
Unrecorded working expenses:
due to the fact proprietors are gathering a lot coins, they need an area to spend it. if you make a main buy, you can not just walk in and pay coins for a automobile. The IRS can be notified of this coins transaction. owners with a variety of cash pays for all upkeep, gardeners and everything for the house that fees less than $10,000, in coins. Why $10,000? that is the recording reduce off that a seller or bank is required to report whilst receiving budget in cash. If a enterprise proprietor nonetheless has an excessive amount of coins, dealers will start purchasing enterprise expenses. They start with the charges where a service man offers a discount for coins. i found restaurants that were buying the hood cleansing carrier in coins, partly because they got a reduction for paying in cash. by way of asking the right questions, you can discover what is being paid in cash.
Unrecorded exertions:
due to the fact we're speaking small agencies, the spouse is available in to the enterprise complete or element time. one of the kids might also are available in to paintings component time. You have to be aware about those employees who may also or might not be paid. this is every other shape of coins payroll. if you have to update these people with paid personnel, these charges need to be calculated in to the adjusted income and loss calculation. .
every now and then the member of the family is being paid some wages but now not complete market price. The adjustment is still needed however in this situation only by way of the distinction among real payroll and the honest market payroll amount.
end:
it's miles a difficult life whilst you own your own commercial enterprise; you figure long hours. Many humans sense that is better than the alternative, that is to work for a person else, pay high taxes, in no way know if you may be laid off and after years of tough work, never have anything to reveal for all of it.
in case you are going to buy a commercial enterprise with your hard earned cash, you need to make certain you get what you paid for. Many people believe it's miles all proper to cheat the taxman however in any other case are very sincere residents. Others feel it's far all proper to cheap any poor sucker that comes along. Don’t be a sucker, do your due diligence and get what you paid for.
Then build your new enterprise into something you can be happy with and enjoy. at the same time as constructing your new business make a point to look at the entirety you could approximately Tax planning, tax avoidance and decreasing taxes legally. I started in college getting to know about the tax codes, and there are so many approaches to save taxes legally, you would in no way consider it. you may sleep better at night, I promise you. Then 10-20 years from now when you need to promote your commercial enterprise, you could ask top dollar and get it. This because a purchaser can do a simple due diligence and understand that your business is doing exactly what your books say you're doing.
DO YOUR DUE DILIGENCE and buying your very own commercial enterprise can be a pleasant and rewarding enjoy!
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