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HOUSTON BUSINESS REVIEW

TUTORIAL ON SELLING YOUR BUSINESS "Enhancing Value – Financial Perspective Part I"
By Ralph Fain


Ralph Fain is a principal in the brokerage firm, R/Fain Group. Mr. Fain also has over 20 years of broad business experience with Fortune 500 companies. R/ Fain Group is a professional business brokerage firm which confidentially represents the interests of various sellers and buyers. Each week Mr. Fain will give tips on Business Brokering, and how to sell your business.

In our latest three articles we have written about ways to enhance the value of your business via improving and/or highlighting the favorable operational, tangible and intangible factors of your company. These encompass the gathering and provision of relevant information/documentation, improving administrative/accounting/operational processes and procedures, improving the physical appearance of your business and emphasizing the positive intangible attributes of your business which make it unique in the eyes of a prospective buyer. The next series of articles will focus on one of the last pieces to the puzzle – improving the value proposition of your business from a financial perspective.

In an April article we briefly mentioned the importance of having a good financial record (i.e., the business is profitable, sales/revenue and profits are increasing at a reasonable rate, etc) and having good financial records (accounting records are accurate and up to date, tax returns and financial statements are prepared timely, are readily accessible/available, accurately reflect the condition of the business, etc). From a financial perspective, those two areas are the most critical.

In addition, it is also of importance for the owner of the business to have a rudimentary understanding/knowledge of basic accounting/financial/tax concepts. In order for the owner/seller of a company to maximize the value and marketability of his or her business, it is necessary for the owner to understand the concepts of net income/profit and cash flow and how the owner’s (and his employee’s) everyday decisions have a positive or negative impact upon these critical numbers.

Simplistically speaking, net income or profit is the figure remaining after subtracting all expenses (not necessarily all expenditures) of the business from the sales/revenues of the company. Forgetting the impact of taxes and non-operating items, Sales/Revenues less Cost of Goods Sold equals Gross Profit ; Gross Profit minus General, Administrative and Sales (S, G & A) expenses allow you to arrive at Net Income (net profit). For example:

	 		Sales (Revenues)					$750,000
			Cost of Goods Sold					$500,000
			Gross Profit						$250,000
			Sales, general and admin expenses	$150,000
			Net Income (profit)					$100,000


Cash flow is not the same as net income (profit/earnings). As most buyers are interested in total dollars to the owner (total owner compensation), cash flow can be loosely defined as net income (profit/earnings) plus “add-backs” for depreciation, amortization, owner’s/family’s salaries/benefits (particularly any excess amounts but in some cases the entire amounts), owner’s/family’s prerequisites (“perks”), etc. Other items which may be added back to net income (depending on the nature of the expenditure) include large one-time expenses – such as the cost of establishing a comprehensive web site, one time moving expenses, etc – and other expenses such as interest (again, depending on the nature of the note or indebtedness).

Owners (or designated staff) must have this basic accounting/tax knowledge in order to ensure the proper classification of expenditures and the proper planning/timing of expenditures; in order to reflect accurately the financial results of the business, cost of sales expenses must be reflected as cost of sales, capital expenditures must be recorded as assets and not as repair/maintenance expenses, etc. The proper classification must occur for several reasons – comparability to other businesses, comparability to industry norms/standards, credibility/reliability regarding company financial results, integrity of business records, etc.

If a business is not properly accounting for expenditures, it does not know with certainty how much money it is making (or even if it is making money), what its gross margins are, what the value of its inventory is, what fixed assets are reflected on its books, whether it should cut costs (and in what areas), what areas require improvement, what steps can be taken to legally reduce or minimize taxes, etc. If the business owner doesn’t understand certain tax concepts, he/she will not know when it is more advantageous to add or dispose of assets such as transportation equipment, when to invest in new machinery and equipment, etc. Without this basic knowledge/understanding, a business owner is not maximizing the planning and management tools available to him/her which could result ultimately in a higher valuation for the company.

As many business owners do not have this knowledge or skill set and for the reasons cited above, I highly recommend consulting with your CPA/tax advisor (if you don’t have one, get one) several times a year – discuss what your business plans are for the year and for the foreseeable future, discuss when/if it’s advantageous to make capital purchases, gain a basic understanding of accounting/finance/tax concepts – it will be well worth your time and trouble and will better enable you to manage/operate your company in a profitable manner.

Next week we will be writing more about cash flow and ways to improve the financial picture of your business and hence increase its value to prospective buyers. Should you have nay questions or require additional information, about the above or about the buying and selling of businesses in general, please feel free to contact the R/ Fain Group at 832-646-0832 or via our web site.



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