Purchase Price Allocation: Asset Sales
Business intermediaries are not typically licensed to provide tax guidance on transactions involving the sale of a business, however, it remains important that he or she possess a working knowledge of all of the intricacies that surround a business sale. Included amongst the most critical elements of the sale of a business is the impact of federal taxes upon a transaction.
Since most business sales in which professional business intermediaries have been engaged are those of non-public entities and, as such most likely take the form of an asset sale (as opposed to a stock sale), it is this type of sale upon which we will focus. The IRS has established guidelines for the allocation of purchase price for asset based transactions under Section 1060 of the Internal Revenue Code.
Allocating the purchase price to the entity’s assets in a business sale/acquisition is both science and art. The science aspects dictate that the rules established by the Internal Revenue Service be followed, along with documenting the underlying assumptions that are used. Art comes into play in the actual identification of the intangible assets and allocating value to these intangible assets.
It is important that the seller and buyer seek direction from their tax advisors when purchase price allocation is being negotiated. Failure to do so can have a significant affect upon the economics of a sale/acquisition. The allocation of purchase price is often overlooked while price, terms and other conditions of the sale are being negotiated. It is not uncommon, in fact, for the buyer and seller to have agreed upon these terms before discussing the purchase price allocation and its corresponding tax effects. Therefore, itshould be evident that the purchase price allocation, and the potential cash implications following close of the transaction, can assume such a critical role that the inability to mutually agree upon the allocation can cause a deal to fall apart. The intermediary, knowing that the seller seeks to maximize the after tax proceeds from the sale and the buyer desires to maximize the after tax cash flow of future operations, should be prepared to bring the parties together at the appropriate time to incorporate the discussion of purchase price allocation during the discussions and negotiations of other terms.
Once the parties have agreed upon the purchase price allocation and the transaction closes then IRS Form 8594 must be filed by each of the parties. The allocation of purchase price reported on IRS Form 8594 is binding unless the IRS determines it is not appropriate.
The sale includes all the assets of the business not specifically excluded and may include equipment, inventory, work in progress, trade fixtures, leasehold improvements, contractual rights, business records, licenses, franchises, customer lists, goodwill, covenant not to compete, trade secrets, trade names, telephone numbers and supplies. Other intangibles and intellectual property could include patents, trademarks, secret formulas, etc.
The allocation discussed above is based on what is referred to as the “Residual Method” and, pursuant to IRS guidelines, must be determined in the sequence outlined below:
• Step One: Value all identifiable assets
• Step Two: Determine total amount to be allocated (certain non-specific transaction costs such as employment/non-compete agreements must be considered)
• Step Three: Assign to respective classes of assets in the following order:
o Class I – Cash
o Class II – Marketable Securities
o Class III – Accounts Receivable
o Class IV – Inventory
o Class V – Assets Not Otherwise Classified
o Class VI – Section 197 Intangibles (i.e., specifically identifiable intangible assets other than Goodwill)
o Class VII – Goodwill
The total value allocated to the assets must equal the purchase/sales price. Some tax implications of the purchase price allocation are shown below.
Amount allocated to Tangible Personal Property (e.g., buildings, leasehold improvements, trade fixtures, furniture, and equipment):
• Seller: If held more than one year, gains in excess of depreciation are long-term capital gains; otherwise ordinary income
• Buyer: Depreciates new basis per IRS schedules
Amount allocated to Covenant Not to Compete/Customer List and similar Intangibles:
• Seller: Ordinary income
• Buyer: Amortize over 15 years
Amount allocated to Training/Consulting:
• Seller: Ordinary income
• Buyer: Expense as incurred
Amount allocated to Goodwill:
• Seller: If held for more than one year, long-term capital gain
• Buyer: Amortize over 15 years
Amount allocated to Land:
• Seller: If held more than one year, long-term capital gain; otherwise ordinary income
• Buyer: No immediate tax impact
Amount allocated to Inventory:
• Seller: Ordinary income, to the extent over basis
• Buyer: Treated as cost of goods sold upon sale of inventory
In summary, Huntington Business Group, Inc. highly recommends that the seller and buyer address the allocation of purchase price in connection with negotiations of the other terms of the transaction. Licensed and/or accredited brokers, CPA’s and attorneys should be consulted.
Mike Derrick is a Senior Business Intermediary with VR Huntington Business Group Inc. a VR Business Sales firm in Dallas (www.vrbigd.com).
VR Huntington Business Group is the leading business brokerage firm in North Texas and the Dallas/Fort Worth Metroplex. Our firm is comprised of professional business intermediaries that specialize in Business Brokerage, Mergers & Acquisitions, Business Valuation and Consulting services focusing on small businesses and mid-market companies.
Filed under: Business Valuation, Buying a Business, How Much is My Business Worth?, How to Buy A Business, Mergers & Acquisitions, Mike Derrick, Selling a Business, Tax Considerations, Taxes | No Comments » | 11 Jan 2010 5:13 pm
2010 - An Ideal Time to Sell Your Business
While millions of small business owners have tucked the memories of 2009 into a distant corner, many others who have endured, and in some case prospered during the recent economic downturn, are looking to 2010 and asking “Is now the time to sell my business?” The answer is yes.
With the reinvigorated mindset of the market place and the recent announcement from the SBA about additional funding to support small business lending, it is increasingly clear that 2010 is an ideal time for business owners to sell.
The decision to sell, however, is a difficult one and is driven by a number of factors. Personal timing must be considered. Owner burn-out and a desire for change often influences the decision to sell - retirement, illness and a host of other issues can also be motivating factors. But these items should NOT be the only factors considered. Proper timing should also be considered in order to maximize the economic benefits of the sale. Although no one can advise a business owner as to the best personal time to sell their business, allowing personal issues to determine when to sell can only lower the value of a business.
Once you’ve eliminated any personal obstacles, you must then consider selling from a business standpoint. Unfortunately, few business owners decide to sell when everything is going great. However, this can be and most times is the best time to consider selling your business. It is important to recognize that this is the precise point in time that buyer interest will be at its peak and your premium price will be most achievable. On the other hand, if an owner attempts to sell their business after a period when revenue is off, after losing a key employee or losing a significant customer then the ability to sell becomes problematic at best. The best time for an owner to sell is when his or her business is efficiently staffed and growing. Businesses with these characteristics are very attractive, can be financed and are, therefore, saleable.
Now that we understand what motivates business owners to sell, what appeals to the marketplace and how timing can impact the value of one’s business during the sales process, we can now focus on why 2010 is an ideal time to sell.
Capital Gains Tax Rates Will Increase
This is an if but rather a when. Given the current state of the economy and circumstances at the national level, the federal government will need to raise additional revenue in order to finance the various governmental programs it enacted during 2009. Much of these revenues will be generated from an increase in the Capital Gains Tax rate legislated during 2010. Of concern is whether an increase in these rates will be retroactive – at a minimum it appears that effective January 2011 any taxable transaction will be subject to an increased capital gains rate. The new rate will be higher than the current rate which is approximately 15%.
The sale of a business is complicated and can require several months to finalize - some transactions require 8 to 12 months to complete. Delays can, therefore, be very costly - especially in light of an imminent tax rate increase. For example, a mere increase to 25% from the existing 15% capital gains rate could cost a business owner $100,000 per $1 million of their sales price should the sale of their business not becompleted prior to enactment of any legislation that raises the capital gains tax rate.
Buyers Are Available
There are many individuals who have been unable to survive widespread corporate downsizing. On the surface this group may not appear to be candidates to buy a business, but let us drill down a bit further. Most of the recently unemployed are members of the prolific baby boomer generation and have had the opportunity to save substantial sums of money. Much of this wealth is stored away in 401(k) plans and other savings programs that the IRS now allows one to tap into without paying taxes or penalty. These funds are available to buy a business.
Other buyers also exist. Many companies have been hoarding cash and are seeking opportunities to take advantage of this abundant level of acquisition capital. This, along with low interest rates, offers a very broad base of buyers who are seeking investment opportunities to take advantage of economies of scale and to gain market share.
Financing
Traditional financing avenues remain narrow but many SBA lenders continue to exhibit a healthy appetite for lending and, as recent statistics reveal, have provided millions of dollars for qualified buyers. SBA lending is likely to increase as the current administration undertakes previously announced efforts to increase funding for small businesses.
Mike Derrick is a Senior Business Intermediary with VR Huntington Business Group Inc. a VR Business Sales firm in Dallas (www.vrbigd.com).
VR Huntington Business Group is the leading business brokerage firm in North Texas and the Dallas/Fort Worth Metroplex. Our firm is comprised of professional business intermediaries that specialize in Business Brokerage, Mergers & Acquisitions, Business Valuation and Consulting services focusing on small businesses and mid-market companies.
Filed under: Buying a Business, Exit Strategy, Financing, How to Buy A Business, Mergers & Acquisitions, Mike Derrick, Selling a Business, Tax Considerations, Taxes | No Comments » | 6 Jan 2010 1:29 pm
7 Questions Every Business Buyer Wants Answered
You’ve decided to buy a business but how do you know that the business you’ve chosen is the right one for you? Here are 7 questions every buyer should ask when they’re looking to buy a business.
1. Are The Numbers Provable?
One of the more frequent comments we get from buyers is that there are too many businesses where the seller cannot prove the numbers. So the strategy here is simple – if the seller cannot prove it, buyers will not pay for it, so only represent what can be documented. Additionally, if the seller has unreported income, do not expect to get paid for it. The benefit has already been realized.
The ability to provide buyers with detailed documentation to validate the financials is vital to a successful transaction. If the books and records are in disarray the seller should take time to organize them before taking the business to market.
2. Can It Be Financed?
Cash sales are rare. Serious buyers, however, do understand they have to put down a substantial down payment, but buyers want to utilize some financial leverage. There are three primary options for financing:
• Traditional lenders
• SBA loan program
• Seller financing
Traditional lenders rarely provide funds for acquisitions unless the loans are fully collateralized.
SBA type programs are growing in popularity. VR Huntington Business Group has established relationships with several SBA lenders and will pre-qualify the Seller’s business to determine the amount a qualified buyer may borrow. This greatly enhances the marketability of a business.
Seller financing is quite common and is addressed extensively amongst the various articles that have been posted on this site. Please read these articles as they offer valuable insight to this ever more popular means of securing financing.
3. What Does The Future Hold?
A business will almost always be sold that is valued upon past financial results, but the decision to buy will be based upon the future potential of the business. While some buyers consider growth to be their main criteria, at the very least the majority of buyers want to know that history will repeat itself. In other words, is the business sustainable and are there any issues that could impact it negatively after they buy. A realistic picture to the buyer should be presented, but at the same time the seller will want to present the business in a compelling fashion that demonstrates that all the parts are in place for them to takeover and continue to be successful.
4. Will Employees Remain?
This is especially important in businesses that may have some key employees. The buyer will more than likely want to meet them prior to closing. The seller should consider structuring the milestones of the deal to allow for the meeting.
5. If The Business Relies on Location Will the Lease Be Assigned?
Landlords can sometimes derail the sale. Consider meeting with the landlord to determine what issues will have to be addressed. A SBA loan will require that the business have a home for the term of the loan. Therefore, renewal options should be in place. To ensure that this doesn’t kill the sale, buyers should find out if their business broker is licensed to handle real estate transaction. For example, VR Huntington Business Group requires all staff members to have a real estate license to handle just such issues. In addition, we also have a Real Estate broker on staff to assist with the complexities of leases and landlords. If the seller owns the real estate and wishes to include it in the sale of the business then we will likewise guide you through this process.
6. Are there Any Hidden Problems?
The best strategy is to be upfront with prospects about any potential issues so that they can be dealt with early in order to maintain credibility and trust. When the seller wants to sell and the buyer wants to buy and the parties trust each other, it is almost impossible to prevent a successful transaction.
7. Is The Business Right For Me?
Ultimately, this is the question that is the make or break question. The buyer must make this decision, but the seller and his advisors should be of some assistance. VR Huntington will soon be releasing a proprietary program designed to answer this question. This program is in the beta stage now, but is called “Business Match Indicator”. The Business Match Indicator helps the buyer and seller to better understand the ideal profile and skill set of the perfect buyer for the business. This process helps the business intermediary conduct the pre-qualification screening of prospective purchasers.
Mike Derrick is a Senior Business Intermediary with VR Huntington Business Group Inc. a VR Business Sales firm in Dallas (www.vrbigd.com).
VR Huntington Business Group, located in the heart of the DFW Metroplex, serves the entire Dallas-Fort Worth Metro area as well as North Texas. The company specializes in Business Brokerage, Mergers & Acquisitions, Business Valuation and Consulting services focusing on small businesses and mid-market companies.
Filed under: Business Valuation, Buying a Business, How to Buy A Business, Seller Financing, Uncategorized | 2 Comments » | 28 Dec 2009 1:26 pm
Agency plans to restart Recovery Loan approvals by December 28, 2009
FOR IMMEDIATE RELEASE
WASHINGTON, D.C. -
President Obama signed the U.S. Department of Defense (DOD) appropriations bill on Saturday, which included $125 million to continue through Feb. 28, 2010, the enhancements made possible through the American Recovery and Reinvestment Act (ARRA) to SBA’s two largest loan programs. The SBA estimates the additional funding will support $4.5 billion in small business lending.
New approvals of loans with the higher guarantee and reduced fees made possible by ARRA are expected to begin by Dec. 28. Loan applications from borrowers who chose to be placed in the SBA’s Recovery Loan Queue will be funded first, followed by new loan approvals beginning on or before Dec. 28.
“This Administration and Congress recognize that these key programs were successful in helping jump-start the economic recovery for America’s small businesses,” said SBA Administrator Karen Mills. “The increased guarantee and reduced fees on SBA loans helped put more than $16.5 billion in the hands of small business owners and brought more than 1,200 lenders back to SBA loan programs. The extension of these programs through February is important to continuing our path toward recovery and will mean thousands more small business owners have access to the credit they need.”
“Just two weeks ago, President Obama laid out key aspects of his jobs plan, including significant ongoing support for small businesses. We will continue to work with Congress on moving those proposals forward, including extending these loan enhancements as the President called for, to ensure that small business owners have the tools they need to drive economic growth and create jobs in communities all across the country.”
As part of ARRA, SBA received $730 million, which included $375 million to increase the SBA guarantee on 7(a) loans to 90 percent and to waive borrower fees on most 7(a) and 504 loans. More information about the waived fees can be found here. The funds for these programs were exhausted on Nov. 23.
SBA created the Recovery Loan Queue as part of its transition back to pre-ARRA lending on Nov. 23 because previously approved loans are sometimes canceled or never disbursed for a variety of reasons. Eligible small businesses, in consultation with their lender, could choose to be placed in the queue for possible approval of an ARRA loan if funding became available. Currently there are 1,069 loans totaling almost $530 million in the Recovery Loan Queue.
The extension included in the DOD bill authorizes the higher guarantee levels through Feb. 28, 2010. The fee relief is authorized until this additional funding is exhausted or the end of the fiscal year, whichever comes first. As was the case in November, SBA will transition into a queue system as the funds start to wind down in order to ensure the maximum simulative effect of the programs and disbursement of funds.
For non-ARRA 7(a) or 504 loans funded during the transition period, this extension does not provide a retroactive guarantee or waived fees. Loans that were funded under non-ARRA terms cannot be canceled and resubmitted to take advantage of the ARRA extension provisions.
This extension does not affect other SBA ARRA programs, including the America’s Recovery Capital (ARC) loan program or the agency’s microloans. ARRA funding still remains for both of those programs.
For more information about this News Release, contact Hayley Matz of the SBA at (202) 205-6948 or visit www.sba.gov/news
Filed under: Buying a Business, Financing, How to Buy A Business | 1 Comment » | 22 Dec 2009 2:39 pm
Why Should I Use a Business Broker to Sell My Business?
Everyday, I’m asked this question by business owners who are looking to sell their business. It’s good question. Why do you need to hire a business broker? The answer is simple - expertise.
As a business owner, you understand that you need to hire experts to handle certain aspects of your business to protect your investment and its continued success. That’s why you don’t think twice about hiring a CPA or an attorney. The principal is the same when hiring a business broker.
Typically, business owners hire a broker because:
• You have spent a great deal of time and energy building your business
• Your business may be your largest financial asset
• You are uncertain how to protect your confidentiality
• You have no real idea of what the business is worth
• You don’t know how to find and qualify buyers
• You may not have negotiating skills
• You don’t want to take your eyes off the business while it’s being sold
• You may not even be certain of what the first steps are to sell your business
Just like hiring a CPA or an attorney, you need to do your homework when hiring a business broker. A good broker is a skilled professional who will manage the sales process for you and handle all of the complications so you can continue to grow your business!
A member of the VR network which has been providing sell-side services since 1979, VR Huntington Business Group in Dallas has been recognized on numerous occasions as a leading firm amongst all professional intermediaries and business brokers in North Texas.
What you should know before hiring a Business Broker
Prior to engaging a broker let us first begin with the skills and qualifications that your broker should possess and how to determine if you are selecting the right broker to represent you.
Seller Due Diligence: A prospective buyer will undertake due diligence - so should you. Review the broker’s experience, credentials and references. Visit their office to be certain they are not operating from their home. Check the BBB. Have they handled sales of your type of business before? How long have they been serving your market?
Check IBBA: The International Business Brokers Association® (IBBA) is a non-profit trade association of business brokers that provides a professional certification process after a rigid education program is completed. Are the leading members of your brokers’ firm certified?
Use a Specialist: A business broker who spends all their time selling businesses, as opposed to real estate agents for example or part-time business brokers, will add more value to your sales transaction.
Confidentiality: Selling one’s business is a highly confidential matter. Your business broker should ensure all measures are in place to protect your company. Any knowledge by your suppliers, employees, or customers that you are selling can have adverse repercussions.
Marketing Plan: Selling your business is all about strategic marketing. Properly positioning the sale of your company to attract as many buyers as possible is the objective. A skilled broker will have a detailed marketing plan with advertising strategies designed to attract a wide range of prospective buyers.
No Upfront Fee: A business broker’s fee ranges from 10 to 15% commission of the sale price of your company. Avoid any broker asking you for an upfront fee.
What a Good Business Broker Will do for You
Qualified brokers will meet the standards outlined above and will, in addition, be able to provide the following to ensure that your objectives are fully satisfied:
Value your business using several different methods and give you an idea of the price your business is likely to sell for. good broker will adjust your financial statements and recalculate the cash flow since it could be higher than what was disclosed to the IRS
Add a layer of confidentiality to the transaction thereby protecting the value of your business and helping you get the best possible sale price for your business.
Reach more buyers through channels that you may not be able to access directly on your own.
Negotiate with buyers and their advisors to get you the best price and sale terms for business.
Educate you about the sales process - Many sellers are not aware of what they have to disclose in documents such as the Non-Disclosure Agreement or Purchase Agreement
Manage the due diligence process. Selling a business can be a long and tedious process. A good business broker will help you by answering many of the typical questions that buyers have allowing you to focus on the daily operation of your business.
Complete the deal. An experienced business broker can work with you to structure the financing of the sale and help close the deal.
Remember - A good broker will allow you to get you a lot more money at the best terms (even after you have deducted their fees).
Mike Derrick is a Senior Business Intermediary with VR Huntington Business Group Inc. a VR Business Sales firm in Dallas (www.vrbigd.com).
VR Huntington Business Group, located in the heart of the DFW Metroplex, serves the entire Dallas-Fort Worth Metro area as well as North Texas. The company specializes in Business Brokerage, Mergers & Acquisitions, Business Valuation and Consulting services focusing on small businesses and mid-market companies.
Filed under: Business Valuation, Buying a Business, Exit Strategy, How to Buy A Business, Mike Derrick, Selling a Business | 2 Comments » | 18 Dec 2009 4:01 pm
Planning an Exit Strategy for C Corporations
While there are a few good and strategic reasons for the owners of a C Corporation (“C Corp”) to maintain C Corp status (e.g., plans to take the company public, preserving health care deductions, etc.) the owners MUST prepare in advance and develop an Exit Strategy in order to avoid the shock that typically comes when they receive the tax bill following the sale of their company.
We at VR Huntington Business Group often find that business owners have very little knowledge of the tax consequences that are triggered when they sell their business. These consequences are most especially severe for the owners of C Corporations.
C Corporations pay taxes on the income earned and, if the earnings and cash levels warrant, they then distribute the after-tax earnings in the form of dividends to the shareholders who will in turn pay taxes on those dividends. This is known as “double-taxation” and is the subject of much frustration for many C Corporation owners.
When a C Corp is sold it will generally take the form of an asset sale as opposed to a stock sale, which means the buyer will purchase the assets of the corporation and the proceeds will go to the corporation. The corporation will then pay taxes on any profits from the sale. What remains is then distributed to the owners who will in turn be taxed a second time - the “double-taxation” I mentioned earlier. Tax rates vary according to earnings and capital gains rates but, of critical importance, if the C Corp owners are not careful they will pay double taxes on the sale of the company.
If owners of a C Corp are considering the sale of their company in the next few years, they should meet with professional advisors to begin developing an Exit Strategy. The owners’ CPA and a professional business intermediary should be contacted to start developing an exit strategy well in advance of the sale. For example, it may be desirable to make an S Corp election and take advantage of favorable tax strategies now available under the American Recovery and Reinvestment Act of 2009.
We, VR Huntington Business Group, have on numerous occasions advised our clients to consult with their CPA regarding how they can minimize their tax burden by classifying the sale as one that predominately includes personal goodwill. This structure may be applicable and can substantially reduce the taxes on the sale of a C Corp. In other cases the owners’ CPA or other advisors may be able to develop alternative tax strategies to substantially reduce the tax liability. There are, as noted above, advantages to C Corporations but when selling a C Corp the owners must plan carefully and well in advance.
In summary, VR has often been contacted by owners of C Corporations that it most cases should have considered converting to an S Corp many years earlier. These owners are now presented with significant hurdles that advance planning could have avoided. We find that many middle-market business owners, unfortunately, do not understand the effects that a C Corp status has, not only on the eventual price the owner will receive for the business and the taxes to be paid on the sale, but also on the challenges that a C Corp status presents in marketing the business.
Focus should be on advance planning – VR Huntington Business Group offers consultative services to ensure against the pitfalls that many C Corp business owners should avoid before selling their business.
Mike Derrick is a Senior Business Intermediary with VR Huntington Business Group Inc. a VR Business Sales firm in Dallas (www.vrbigd.com).
VR Huntington Business Group, located in the heart of the DFW Metroplex, serves the entire Dallas-Fort Worth Metro area as well as North Texas. The company specializes in Business Brokerage, Mergers & Acquisitions, Business Valuation and Consulting services focusing on small businesses and mid-market companies.
Filed under: Business Valuation, Buying a Business, Exit Strategy, How Much is My Business Worth?, How to Buy A Business, Mergers & Acquisitions, Mike Derrick, Selling a Business, Tax Considerations, Taxes | No Comments » | 16 Dec 2009 11:32 am
Recasting: Determining How Much a Business Owner Really Makes
Understanding how much money the business owner is truly making is one of the most difficult, if not THE most difficult aspects of buying a business. If the 5.6 million-word tax code doesn’t make it difficult enough, business owners and their accountants sometimes only add to the confusion with their “creative” bookkeeping techniques.
You’ve probably heard a dozen terms that describe the profits of a business – Cash Flow, True Owner Net, Seller’s Discretionary Earnings (SDE), Seller’s Discretionary Cash Flow, Owner Benefit, EBITDA – these terms all pretty much answer the same question … How much money does the owner really make?
What you have to understand and accept first, before even looking at a financial statement or report, is that the objective of a business owner is to make as much money and pay as little tax as possible, and that “good” accountants and CPAs find ways to help business owners accomplish this goal. This can make your attempt to determine true cash flow a little more difficult but always keep one thing in mind – business owners have to prove what they claim.
Recasting
The first step we take in determining a business’ cash flow is to recast the financials. Recasting financials is a fancy term that simply means we “correct” them or adjust them to provide a more accurate picture of what the business is truly producing in regards to profit. When we recast financials, we are looking for expenses to “add back” into the net profit of the business – we call these items add-backs or fringe benefits.
Personal Expense
As a rule-of-thumb, anything that is a personal expense is an add-back. This commonly includes items such as family cell phone plans, family health insurance coverage, personal vehicles and meals. Keep in mind that some of these items could be a combination of both personal and business expenses, so we must be careful only to add back the portion of the expense that is truly for personal use.
Discretionary Spending
In addition to personal expenses, we also have discretionary spending to account for. These expenses can include charitable donations, excessive legal fees or season tickets to a local sporting venue. What we are looking for here are specific items, although they are often legitimate business expenses, that are not mandatory to operate the business – hence, discretionary, meaning a new owner can choose not to spend this money and the business will not suffer.
Non-Recurring Expense
Another major add-back can be the one-time, non-recurring or extraordinary expense. Maybe a business owner paid cash for a new piece of equipment or maybe there was a major repair that had to be done to the building after a storm. These are examples of legitimate business expenses that were unique and only appear once in several years of financial records. We add those items back in because they skew the “normal” cash flow picture of the business.
Owner’s Salary
Don’t forget about the owner’s salary, or any payouts to partners or other family members that are shown as expenses. We add these items back too. They are the easiest expenses to add back because the owner could very easily choose not to pay himself a salary and those dollars would simply fall to the bottom line profit of the business.
EBITDA
Finally, a note on EBITDA or Earnings Before Interest, Taxes, Depreciation and Amortization. This simply refers to a business’ profit before any interest, certain types of taxes, depreciation and amortization are deducted as expenses. Any CPA will tell you that EBITDA is universally accepted. Although EBITDA becomes less and less relevant as businesses become smaller in size, those items are still added back in our recast.
So once we have examined the financial statements and determined what personal expenses, discretionary spending, non-recurring charges, owner’s salary and EBITDA items should be added back, we have completed the recasting of the financials. Now we have a very clear understanding of what the business’ true cash flow is. Think of it as a pot of money at the end of the recasting rainbow – then it’s up to you as the new owner of the business to determine how you want to run your books, and allocate those funds accordingly to empty your pot as you see fit.
Jeremy Furtick is a Senior Business Intermediary with VR Huntington Business Group Inc. a VR Business Sales firm in Dallas (www.vrbigd.com).
VR Huntington Business Group, located in the heart of the DFW Metroplex, serves the entire Dallas-Fort Worth Metro area as well as North Texas. The company specializes in Business Brokerage, Mergers & Acquisitions, Business Valuation and Consulting services focusing on small businesses and mid-market companies.
Filed under: Business Valuation, Buying a Business, How to Buy A Business, Jeremy Furtick | 4 Comments » | 14 Dec 2009 1:26 pm
Buyer Representation: Who’s on Your Side of the Table?
It’s no secret that acquiring a business can prove to be one of the most lucrative and rewarding financial decisions an individual can ever make. What else can you invest in that offers immediate cash flow along with long-term appreciation while providing the freedom associated with being your own boss?
Unfortunately, too many perfectly capable and motivated people are scared away from the idea of purchasing a business simply because they don’t understand the process.
Admittedly, successfully buying a business is going to be more complicated than picking out a new couch for your living room, but as is the case with most multi-faceted procedures, having the right guidance, direction and advice can make all the difference in the world.
With these ideas in mind, it became clear in 2009 that the rules have changed – buyers need an advocate in the acquisition process. Although attorneys and accountants can offer their expertise on certain aspects of the business buying process, purchasers in the marketplace just don’t have the representation they need to smooth out an often bumpy road to acquiring a business.
The world of business brokerage has long been focused on the seller – list the right businesses and the right buyers will find you, then it’s up to the buyer to figure it out and jump through hoops to actually buy the business. I propose that it’s time for buyers to be offered an equal voice, as well as an equal level of expertise, in the business-buying process.
Buyers need someone from the broker’s side of the table to join their team and shed light on this complicated process so that they can break through the uncertainty and doubt and move forward with their dreams of owning their own business – and that is just what VR Huntington Business Group is offering.
We have taken our years of experience with hundreds of transactions and created a buy-side representation program that is designed to assist purchasers in the acquisition process from the initial moment they begin looking at a business, all the way to the closing table.
• How can you tell if a listing is “too good to be true?”
• Is it appropriate to submit an offer sheet or LOI?
• Is it possible to get financing on a business you are looking at?
• What are the typical offer structures that sellers should consider?
• What details should you expect a seller to disclose and when?
• When is it appropriate to meet the key employees?
• Should you assume the current lease or negotiate a new one with the landlord?
These are just examples of the hundreds of questions you will find yourself asking at certain points in the buying process, and these are the types of questions a buyer’s agent will be able to help you answer so that you can move forward more quickly and confidently.
Acquiring a business is like walking through a minefield – a buyer’s representative is there to navigate you through that minefield – they have been through it before and know where to step to avoid fatal results.
Jeremy Furtick is a Senior Business Intermediary with VR Huntington Business Group Inc. a VR Business Sales firm in Dallas (www.vrbigd.com).
VR Huntington Business Group, located in the heart of the DFW Metroplex, serves the entire Dallas-Fort Worth Metro area as well as North Texas. The company specializes in Business Brokerage, Mergers & Acquisitions, Business Valuation and Consulting services focusing on small businesses and mid-market companies.
Filed under: Buying a Business, How to Buy A Business, Jeremy Furtick | No Comments » | 10 Dec 2009 9:49 am

Jeremy Furtick is a Senior Business Intermediary with Huntington Business Group Inc. a VR Business Sales firm in Dallas (www.vrbigd.com).