Accounting News and Notes

Alpharetta/Roswell/Forsyth/Johns Creek CPA on Atlanta Business Valuations: How to Prepare and Understand a Business Valuation

When contemplating buying or selling a business, presently own your company, or in the midst of estate planning, the value of a business is a critical component in all planning, acquisitions, or marketing your business. The most essential component of preparing or understanding a business valuation is a requisite knowledge of how to prepare and review Financial Statements. By first understanding these you are now well poised to begin to detect and review the nuances of a company’s operations, which then will provide insight so that you might be able to best Manage the Heart Beat of your Business.

Analyzing of  the basics of the information a Balance Sheet and Profit and Loss are prepared and the information to be gleaned, we are well armed to understand and apply many factual pieces of information that are available when properly analyzed. Though the best indication of a business’s value is what a willing buyer desires to pay and a seller is willing to accept, these insights will help guide you to many techniques and variables which will give you insight into what a business’s true value might be. An on-going business with the value of its cash flow, goodwill, and customer lists will be generally worth far more than a business that is liquidating. The below variables and analysis are directed to a business for which is presently in business and plans to remain so.

Understanding Net Income Before Taxes

Typically looks to see the value of a business is its net income. Absent a positive net income or other substantive mitigating factors, the absence of a positive net income will dramatically lessen both the cash flow of a business and accordingly its overall value. In looking at a business income there are several variables that are most often considered and it’s typically different from industry to industry with businesses in different market segments being valued dramatically different than that from others. Frequently net income is evaluated under both a multiplier of net income or a rate of return comparison, of which one evaluates the amount of investment to buy a business relative to its cash flow.

W-2 Compensation/Benefits for Owners and Key Personnel

A owner takes out in salary as far as his overall compensation/W-2, distributions, and benefits typically is also included along with net income as being part of the discretionary income included in consideration. Typically these are counted similar to a company’s net income amount when calculating a business’s overall net worth and multiplied or included along with the rate of return considerations.

Non Recurring Expenses Interest Expense & Other Non-Cash Charges

Chargers such as depreciation and amortization are also added back to the net income amounts when evaluating a business value. As these items are legitimate financial and tax deductions of the business, they do not negatively affect the cash flow of the business so these monies are added back to the net income totals/rate of return analysis accordingly.

Utilizing Ratios to Profitability: Desired Rate of Return & ROI (Return on Investment)

Not only are rates of return important with making an investment in a mutual fund or other investment, they are also a critical component of measuring a company’s overall value when looking at making or maintaining an investment. One should always be cognizant of the rate of return of a business and the other financial opportunities available at any given time as one would be prudent to always best invest where ones money may be multiplied.

Typically in a growing profitable business a business owner’s rate of return is best served by investing in one’s own business as often a few dollars may be turned over many times in a year making an additional rate of return on each completed sales cycle. As with all things in life, however, a business owner should not ignore other Risk Management/Retirement issues so as to keep all of their goals in continual mind leading to a balanced debt load between business and personal issues.

Utilizing a Budget: Sales Revenue Growth & Expectations

Several industries utilize as their base model a multiplier of sales as a business valuation method. This is perhaps most often used when the overall profitability of a particular industry is more constant than not. Although due diligence should be properly applied in evaluation past, present, and anticipated sales; focusing on this model alone would not result in the fairest evaluation of a business’s worth because of net income, salary, benefits, and a review of the other assets of the business.

Utilizing Core Competency: Technical Ability/Training Level of Staff

A well-trained and competent staff is worth much more than one who does not. Care should be given to carefully evaluate and review credentials of both critical and support staff as it takes a team effort to make a business successful. Evaluating and reviewing resumes, personnel records, accreditation’s, and degrees are all meaningful steps in this process. Special care should be given as to whether a particular business will need a hands own manager or if the present staff are capable of the autonomous running of the business.

State of the Economy/Understanding Market Dynamics and Their Business Impact

There are no guarantees regardless of how good an economy is as businesses fail in both an up and down economy. A business with a good product, being in the right niche, having the right people, and in the correct location has a much better chance of success than one who does not satisfy these critical business components. However any good business valuation would be foolhardy should it fail to appropriately take in the national and worldwide economy as with world shrinks as technology expands.

No longer are cities, counties, towns, states, and even countries isolated as the impact of a global economy impacts all. Rising gas prices for example have immediate impact on consumer discretionary and perhaps a much longer effect as the rising cost of fuel/oil impacts the transportation and production cost causing a ripple effect throughout the entire economy. Additional and heightened scrutiny should be done at the local of a business studying the changing demographics of a business immediate climate. Discovering the age, income, population, its spending patterns, traffic flow, zoning, political environment are all critical components of valuing as well as opening any business.

Understanding and Utilizing Contracts Lease Agreements & Fixed Asset Review/Analysis

A detailed evaluation of a company’s fixed assets/lease agreements should be done by item to ensure that fixed assets and leased equipment are in good working condition and are fit for their intended purpose. An evaluation should also be done to review as to whether fixed assets will have to be replaced, when, and their approximate replacement value. Leases, both for rented space and equipment, should be carefully reviewed to ensure that one understands all of the variables of a business and their impending impact on a business’s value.

Protecting Trade Secrets: Intellectual Property and Non-Compete Agreements

Utilizing the best equipment, the latest technology, a well-trained and efficient staff, and in a good economy are all indicators that positively impact the overall value of a business. However, just as a business is able to place locks on its doors and incentives to its employees, a business also needs to do what it can to protect its business interests. A business invests thousands of dollars and often years in the specialized techniques and skill set critical to a business operation and its success. Accordingly it is wise to consider having key staff sign a non-compete agreement restricting their ability to steal your clients and employees.

Due care and consideration is of the utmost at this time to ensure that you have a well drafted agreement which will be legally enforceable as many states, Georgia included, will not enforce any of a non-compete if it is deemed to be too broad or restrictive in scope. As such you will want to be sure to retain the services of an attorney who is familiar with these statutes and particularly those of the states in which you business operates/the agreement would be enforced.

Also a business with intellectual property such as patents, copyrights, and other specialized procedures will want to be sure to both formally and legally protect their interests. Often this process might also result in an individual/company being asked to sign a non-disclosure agreement to protect the ideas and processes of a company.

By skill and wisdom to business techniques, processes, and overall business strategy we are well placed to help you make what may well be the largest financial decision you will ever reach.

John Dillard is a Christian Speaker/Author and Certified Public Accountant (All Rights Reserved). To See how he takes Christ along with him to work visit http://www.hiscpa.com/ (An Atlanta  CPA firm) and for his latest book Overcoming Life’s 9/11’s: Job’s Journey and to learn about his ministry visit http://www.john-dillard.com/ To contact John Dillard CPA (Atlanta Christian Author/Speaker) today call 770. 814.9304 proudly serving Duluth, GA, Gwinnett County and Beyond. 

“Dare to Attempt Something so Great for the Kingdom of God that it is doomed to failure, lest Christ be in it!”

What, then, shall we say in response to this? If God is for us, who can be against us? Romans 8:31

Why are these verses here? Learn how HIS CPA became a Christian Accounting firm visit http://www.hiscpa.com/christian-CPA.html  

His CPA PC (An Atlanta CPA Firm): We advise clients on: IRS representation, Offer in Compromise, Tax Problems, Incorporation in Georgia, Corporate and Personal Income Tax Returns, Part-time CFO, Virtual Controller, Business Planning, Offer in Compromise, Back Taxes, Business Acquisitions/Sales, Forensic Accounting, Business Valuations and Bookkeeping. 

Serving Atlanta, Duluth, Gwinnett, Barrow, Bartow, Carroll, Cherokee, Clayton, Coweta,  Douglas, Fayette, Forsyth, Fulton, Gwinnett, Henry, Newton, Paulding, Pickens, Rockdale, Walton, Barrow, Bartow, Carroll, Henry, Newton, Bartow, Walton, Rockdale, Barrow, Spalding, Coweta, Dawson, Douglas, Fayette, Newton, Paulding, Spalding, Walton, Henry, Paulding, Douglas, Coweta, Canton, Covington, Douglasville, Druid Hills, East Point, Forest Park, Griffin, Lithonia, Mableton, McDonough, Milton, Mountain Park, Newnan, Powder Springs, Stockbridge, Union City, Villa Rica, Winder, Woodstock,  Smyrna, Sandy Springs, Marietta, East Point, Gainesville, Snellville, Buckhead, Buford, Peachtree City, Dunwoody, Kennesaw, Decatur, Conyers, Stone Mountain, North Fulton County, DeKalb County, Hall County, Clayton County, Cobb County, Forsyth County, Hart County, Jefferson County, Duluth, Atlanta, Alpharetta, Johns Creek, Lawrenceville, Milton, Norcross, Snellville, Roswell, Buford, Cumming, Grayson, Lake Hartwell, Suwanee, Sugar Hill, Loganville, Lilburn, Dunwoody, Gainesville, Decatur, Atlanta GA, Gwinnett County, North Fulton County, Cherokee County, DeKalb County, Hall County, Clayton County, Cobb County, Forsyth County, Hart County, Jefferson County, Duluth, Atlanta, Alpharetta, Johns Creek, Lawrenceville, Marietta, Milton, Norcross, Snellville, Roswell, Buford, Smyrna, Marietta, Cumming, Grayson, Hartwell, Suwanee, Sugar Hill, Loganville, Lilburn, East Point, Gainesville, Snellville, Buckhead, Buford, Peachtree City, Dunwoody, Kennesaw, Decatur, Conyers, Stone Mountain, Decatur. Sandy Springs, Peachtree City, Douglasville, Newnan, Griffin, Woodstock, Carrollton, Forest Park, Canton, College Park, Cartersville, McDonough, Riverdale, Fayetteville, Covington, Stockbridge, Conyers, Clarkston, Barrow, Bartow, Butts, Carroll, Cherokee, Clayton, Coweta, Dawson, and Douglas.

Duluth GA CPA on Determining Business Value /Addressing Risk in Business Valuations 

There are at least three approaches to determining the value of a company.  The Company Analysis (“CA”) should typically include three valuation methods:  a comparable transaction analysis, an asset valuation and a discounted cash flow valuation.  A single valuation method will usually provide a price that is questionable.  The most commonly used method in a CA is the discounted cash flow (DCF) valuation that presents the amount of cash the business will typically produce each year going forward.  

When a qualified professional writes a CA for a client, the writer typically covers risk factors that could be raised by an acquiring party in a merger or acquisition of a company.  Risk factors evoked when reading a CA are exclamations of disagreement or opposition to information being presented.  A well written CA addresses or answers the risk factors with three readers in mind.  The logical reader wants the facts, with risk factors answered factually.  The emotional reader seeks information based on an emotional need to know or understand.  The practical reader receives information as it is presented and asks questions when necessary.  Regardless, the CA should identify and answer risk factors based on the anticipated questions raised by the three types of readers. 

Risk Factors are divided into Tangible Risk Factors and Subjective Risk Factors. 

Tangible Risk Factors 

1.         Needs.  An entrepreneur, investor group, or a company in the market to merge or acquire a company is searching for ways to increase earnings.  The CA must clearly identify who the company is, what is being offered and the benefits of ownership.  The CA is an engaging document that compels the reader to look beyond the graphs and charts.  

2.         Value.  The financials provide a historical justification for the listing price and are typically based on past performance.  A Quality CA documents sustained value created during past company operations and documents the future potential for upside growth.    

3.         Benefits.  A sustainable valued company will have desirable products and a defensible market position.  The CA includes a historical perspective & sites the company’s position in poor and favorable economic conditions.     

4.         Opportunity/Challenge.  Grow or die is the only rule in business.  A CA identifies the competitors, risk factors and strengths for portfolio growth. 

5.         Sustainable.  Objections typically include questions about cash flow, depth of management, diversification of customer base, obsolescence of product, barriers to entry, and rollup potential.  A quality CA identifies sustainable growth opportunities.   

Subjective Risk Factors 

Subjective risk factors are usually based on an experiences or expertise of individuals or values held by the company.  The following are the most common subjective risk factors raised during the due diligence process and should be addressed in the CA.  This is NOT an all inclusive list. 

1.         Depth of Management.  A company should have someone other than the owner who manages the day to day operations of a company.  When the owner manages the operations a prospective acquirer raises the questions related to sustainable customer loyalty after the company changes hands. 

2.         Owner Level of Involvement.  A single owner – operator carries a risk of limited operational documentation, employee loyalty to a new owner, and uncovered information. 

3.         Diversification of Customer Base.  What percentage of customers generates a majority of the company’s revenue?  At least 80% of the customer base should generate a majority of the company’ revenue. 

4.         Obsolescence of Products.  Customer demand for products reflects the past.  Customer demands for continued purchases should be projected and supported with customer satisfaction surveys. 

5.         Changes in Distribution Patterns.  An evaluation of sales typically reveals customer purchases by product lines.  The CA should project market demand for a company’s products for a five year cycle.

 6.    Demographics.  Will the company’s product continue to attract a broad range of consumers by age groups or are new products required to shore up the revenue during the next five years?

 7.    Economic Trends.  The CA should document trends in the economy, both past and future, and make projections on future purchase decisions for the company’s products.

  8.    Consumer Demands.  The margins should be flexible in order to support a downturn in consumer demand during poor and good economies. 

9.    Proprietary Products.  Are the products legally transferrable?  Are the products restricted or copyright protected by contract from being transferred to a new owner? 

 10   Rollup Strategy.   Will the merger or acquisition benefit the entrepreneur, investor group, or a company’s five year plan?   

Each transaction typically produces a different set of Tangible and Subjective Risk Factors.  A quality CA document should cover all the Tangible and Subjective Risk Factors listed in this article.  As the Acquisition Team of a prospective acquirer or merging company raises new questions, the Intermediary should document each risk factor and explain the impact on the potential influence on the company. 

The tfrGROUP, Inc., is a mergers and acquisitions firm that specializes in the sale of privately held companies from a variety of industries.   If you have a client who is interested in making changes to their company’s portfolio, begin that process by calling Terry F. Robinson, CEO and Broker at 770.262.6491.

To help find other helpful articles to help you manage your business operationally, strategically and financially visit our articles at http://www.hiscpa.com/articles.html

Atlanta CPA on Valuing Your Atlanta Business

Atlanta Business Valuations: How to Prepare and Understand a Business Valuation

Whenever you are contemplating buying or selling a business, presently own your company, or in the midst of estate planning, the value of a business is a critical component in all planning, acquisitions, or marketing your business. The most essential component of preparing or understanding a business valuation is a requisite knowledge of how to prepare and review Financial Statements. By first understanding these you are now well poised to begin to detect and review the nuances of a company’s operations, which then will provide insight so that you might be able to best Manage the Heart Beat of your Business.

A learned analysis of  the basics of the information a Balance Sheet and Profit and Loss are prepared and the information to be gleaned, we are well armed to understand and apply many factual pieces of information that are available when properly analyzed. Though the best indication of a business’s value is what a willing buyer desires to pay and a seller is willing to accept, these insights will help guide you to many techniques and variables which will give you insight into what a business’s true value might be. An on-going business with the value of its cash flow, goodwill, and customer lists will be generally worth far more than a business that is liquidating. The below variables and analysis are directed to a business for which is presently in business and plans to remain so.

Net Income Before Taxes

The first place one typically looks to see the value of a business is its net income. Absent a positive net income or other substantive mitigating factors, the absence of a positive net income will dramatically lessen both the cash flow of a business and accordingly its overall value. In looking at a business income there are several variables that are most often considered and it’s typically different from industry to industry with businesses in different market segments being valued dramatically different than that from others. Frequently net income is evaluated under both a multiplier of net income or a rate of return comparison, of which one evaluates the amount of investment to buy a business relative to its cash flow.

Compensation/Benefits for Owners and Key Personnel

What an owner takes out in salary as far as his overall compensation/W-2, distributions, and benefits typically is also included along with net income as being part of the discretionary income included in consideration. Typically these are counted similar to a company’s net income amount when calculating a business’s overall net worth and multiplied or included along with the rate of return considerations.

Interest Expense & Other Non-Cash Charges

Non-cash charges such as depreciation and amortization are also added back to the net income amounts when evaluating a business value. As these items are legitimate financial and tax deductions of the business, they do not negatively affect the cash flow of the business so these monies are added back to the net income totals/rate of return analysis accordingly.

Desired Rate of Return & ROI (Return on Investment)

Not only are rates of return important with making an investment in a mutual fund or other investment, they are also a critical component of measuring a company’s overall value when looking at making or maintaining an investment. One should always be cognizant of the rate of return of a business and the other financial opportunities available at any given time as one would be prudent to always best invest where ones money may be multiplied.

Typically in a growing profitable business a business owner’s rate of return is best served by investing in one’s own business as often a few dollars may be turned over many times in a year making an additional rate of return on each completed sales cycle. As with all things in life, however, a business owner should not ignore other Risk Management/Retirement issues so as to keep all of their goals in continual mind leading to a balanced debt load between business and personal issues.

Sales Revenue Growth & Expectations

Several industries utilize as their base model a multiplier of sales as a business valuation method. This is perhaps most often used when the overall profitability of a particular industry is more constant than not. Although due diligence should be properly applied in evaluation past, present, and anticipated sales; focusing on this model alone would not result in the fairest evaluation of a business’s worth because of net income, salary, benefits, and a review of the other assets of the business.

Technical Ability/Training Level of Staff

A business that has a well-trained and competent staff is worth much more than one who does not. Care should be given to carefully evaluate and review credentials of both critical and support staff as it takes a team effort to make a business successful. Evaluating and reviewing resumes, personnel records, accreditation’s, and degrees are all meaningful steps in this process. Special care should be given as to whether a particular business will need a hands own manager or if the present staff are capable of the autonomous running of the business.

State of the Economy/Understanding Market Dynamics and Their Business Impact

Though there are no guarantees regardless of how good an economy is as businesses fail in both an up and down economy. A business with a good product, being in the right niche, having the right people, and in the correct location has a much better chance of success than one who does not satisfy these critical business components. However any good business valuation would be foolhardy should it fail to appropriately take in the national and worldwide economy as with world shrinks as technology expands.

No longer are cities, counties, towns, states, and even countries isolated as the impact of a global economy impacts all. Rising gas prices for example have immediate impact on consumer discretionary and perhaps a much longer effect as the rising cost of fuel/oil impacts the transportation and production cost causing a ripple effect throughout the entire economy. Additional and heightened scrutiny should be done at the local of a business studying the changing demographics of a business immediate climate. Discovering the age, income, population, its spending patterns, traffic flow, zoning, political environment are all critical components of valuing as well as opening any business.

Lease Agreements & Fixed Asset Review/Analysis

A detailed evaluation of a company’s fixed assets/lease agreements should be done by item to ensure that fixed assets and leased equipment are in good working condition and are fit for their intended purpose. An evaluation should also be done to review as to whether fixed assets will have to be replaced, when, and their approximate replacement value. Leases, both for rented space and equipment, should be carefully reviewed to ensure that one understands all of the variables of a business and their impending impact on a business’s value.

Intellectual Property and Non-Compete Agreements

Having all the best equipment, the latest technology, a well-trained and efficient staff, and in a good economy are all indicators that positively impact the overall value of a business. However, just as a business is able to place locks on its doors and incentives to its employees, a business also needs to do what it can to protect its business interests. A business invests thousands of dollars and often years in the specialized techniques and skill set critical to a business operation and its success. Accordingly it is wise to consider having key staff sign a non-compete agreement restricting their ability to steal your clients and employees.

Due care and consideration is of the utmost at this time to ensure that you have a well drafted agreement which will be legally enforceable as many states, Georgia included, will not enforce any of a non-compete if it is deemed to be too broad or restrictive in scope. As such you will want to be sure to retain the services of an attorney who is familiar with these statutes and particularly those of the states in which you business operates/the agreement would be enforced.

Also a business with intellectual property such as patents, copyrights, and other specialized procedures will want to be sure to both formally and legally protect their interests. Often this process might also result in an individual/company being asked to sign a non-disclosure agreement to protect the ideas and processes of a company.

By skill and wisdom to business techniques, processes, and overall business strategy we are well placed to help you make what may well be the largest financial decision you will ever reach.

John Dillard is a Christian Speaker/Author and Certified Public Accountant (All Rights Reserved). To See how he takes Christ along with him to work visit http://www.hiscpa.com/ (An Atlanta  CPA firm) and for his latest book Overcoming Life’s 9/11’s: Job’s Journey and to learn about his ministry visit http://www.john-dillard.com/ To contact John Dillard CPA (Atlanta Christian Author/Speaker) today call 770. 814.9304 proudly serving Duluth, GA, Gwinnett County and Beyond.

“Dare to Attempt Something so Great for the Kingdom of God that it is doomed to failure, lest Christ be in it!”

What, then, shall we say in response to this? If God is for us, who can be against us? Romans 8:31

Why are these verses here? Learn how HIS CPA became a Christian Accounting firm visit http://www.hiscpa.com/christian-CPA.html

We advise clients on: IRS representation, Offer in Compromise, Tax Problems, Incorporation in Georgia, Corporate and Personal Income Tax Returns, Part-time CFO, Virtual Controller, Business Planning, Offer in Compromise, Back Taxes, Business Acquisition/Sales, Forensic Accounting, Business Valuations and Bookkeeping.