WEBVTT
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In the world of business.
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Not all deals are what they seem.
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Fortunes rise, empires crumble, all with the stroke of a pen Mergers, acquisitions, hostile takeovers.
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Welcome to Mergers, she Wrote, where we examine strategies and stories behind the biggest deals in business, Because in M&A, the real risks are the ones you don't take.
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Welcome to Merger, she Wrote.
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I'm Paloma Goggins, the owner of Nocturnal Legal and your host Today.
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You are going to love my guest.
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If you listen along through this episode, no doubt that you will 10x your business at the exit or sale of your host Today.
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You are going to love my guest.
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If you listen along through this episode, no doubt that you will 10x your business at the exit or sale of your business.
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I want to welcome Louise Hipperson.
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She is the owner of Finance Agency.
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She's been working with businesses for over 15 years in making reliable and accurate financial systems.
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Thank you so much for being on today.
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No, thank you for having me.
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I'm excited to have this conversation.
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Likewise.
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So I want to just jump right in.
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For any business owner, that's, you know, kind of thinking about exiting in the near future and in the future at all, what are some key habits and systems that can really help a business build trust with future buyers?
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Yeah.
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So when it comes to trust in your numbers, really the trust comes down to you knowing your numbers.
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So and when I say you, it could be yourself if you have an in-house accountant, cfo, controller but whoever's going to be answering the questions from the buyer, they need to know what the numbers are saying, because the buyer, so they're going to typically look at the last three years of financials.
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They're looking at it to understand trends, patterns, see if there's consistent growth margins and ultimately understand the operations of the business.
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And so if you don't know how to answer those questions, then it's not going to give the confidence that the buyer is going to know that you know how to operate the business.
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And so it really comes down to two things.
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It comes down to the preparation of the data, and so it really comes down to two things.
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It comes down to the preparation of the data and also the review of the data, because you're not going to know yourself what the numbers are saying unless you know what the data is telling you and that's it's accurate and reliable for that review.
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So when it comes down to preparation, it's really consistent data making sure that transactions are handled in the right way.
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You're reporting the right way, because the buyer is looking over those last three years, so you want it to be very easy for them to align the data, to review it and understand how the business is operating.
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And then it comes down to the review of yourself reviewing the numbers and understanding what is happening.
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Why did it happen, how did it happen?
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And when they ask their questions, you'll be able to answer them them and that really is the trust of what the numbers are saying, because that's the first point that the buyer is going to be looking at before they delve deeper into that due diligence.
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I think there are so many business owners out there that are coming from a place where they don't even have their books organized, let alone if they are organized, understanding the numbers to be able to speak to them credibly.
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And so I think this idea about not only should you have them organized, but also understand them yourself, not just your bookkeeping people understand them as well.
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So, if someone is starting from a place of disorganization, what would be your first recommendation, knowing that, I mean regardless of whether someone was preparing to sell, you know, tomorrow or in 10 years from now, that the financials are such a key piece and that the last three years are inevitably the most important.
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So in your business bookkeeping.
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Regardless of whether you're going to sell or not, your finances are going to tell you and lead you the way through your business journey.
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So having that data is going to be able to tell you which direction you should go to improve, where you should cut costs.
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And so it does start with having that data, because the buyers like I, like we said, the buyer is going to ask for the last three years, which means that you need to plan for that, because it you can't go back in time and fix something that, based on how the numbers are showing, was reflecting of the operations of the business.
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So you need to be able to prepare, even if you're not thinking about selling your business.
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And in fact, there's two things that I actually look at operating for the business, and that is operate or act as if you're going to get audited tomorrow and act as if you're going to sell your business tomorrow, even if you know you're not going to get audited tomorrow, and even if you're not even thinking about selling.
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If you approach your business in those two ways, not only is the health of your data is going to have the integrity to be able to sustain or work for an audit, but also you're going to operate a healthy, profitable business, which will then provide a better valuation for you.
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So, and it really comes down to that data.
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So, as we said, last three years is what the buyer is going to be reviewing and you need to be planning Historically.
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You can't go back and change that.
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So you want to be able to prepare for the next three years.
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What does that look like?
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Or how do I improve to make that valuation higher?
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Because, ultimately, the buyer isn't testing to see how your bookkeeping skills are or what the system you're using, and you're not trying to prove how great your bookkeeping skills or your bookkeeping management is.
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If you're using a bookkeeper, you're looking to find the best valuation, the best, the most true and fair valuation of your business, to get the.
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You know, for whatever reason you're exiting, maybe you're merging, maybe you're looking to transition to something there is always a financial motivation and so the numbers you want that to be the best financial position that you can to sell and the buyer is looking to see okay, how accurate are these numbers to continue operating the business going forward, forward, is it going to continue making me money in the future?
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And the numbers are the gateway to proving and supporting what the ongoing operations of the business is.
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So you've got two elements, but all coming from the same data.
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So making sure that your data is organized, making sure it's up to date you're reviewing it regularly so you understand how the business is operating will then help with getting that organized ready for when you potentially or whatever you decide in the future, but in a potential sale, you'll have that data ready for that valuation.
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So what I'm hearing and correct me if I'm wrong is that if someone's had historically disorganized financials, it's better for them to then just start doing the right thing and do that consistently for the next three to five years, or however many years forward.
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Right Then to try and go back and clean it up.
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Am I hearing that?
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correctly yes and no.
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So I would definitely say have accurate data, make sure that's cleaned up, make sure you're understanding, because let's just say you decide to sell, maybe next year you still need to have that three year period.
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So having those financials but I would also say your financials isn't just for your business review or potential buy, they're for taxes as well.
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So having them up to date every year is needed anyway on an annual basis.
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So just having that up to date to make sure that you're also paying the right amount of tax.
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If you don't have organized numbers, you could be paying more if you haven't added all your business deductions in there, or you could be paying less because there's a mixture of different things in there that shouldn't be reported and if you ever got audited, then that would be flagged as a red flag and potential all the consequence that comes with that.
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So I think having organized financials should just be a priority task and anyone that's owning a business and operating, because you need that on an annual basis.
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But if you are in disarray now, let's get caught up.
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But then that data is going to tell you your starting point to know how to move forward, and I think that's the power with your numbers.
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The historic is great, but there's nothing you can do to change that it's about.
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Okay.
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What can I do with this data to improve the profitability of my business?
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excellent points and I think to this idea that I mean for some people, going back and doing forensic accounting on their own books might be required because they get audited but.
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If they're not being audited at some point to your to what you were saying with the taxes like you've already usually filed, and so going back and getting those organized is actually probably, you know, not top priority for most businesses because on a go forward basis, if you start getting organized and just maintaining that practice, then everything from then on can be clean.
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But to your point.
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So let's say a business owner is wanting to sell next year.
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They haven't been doing good practices.
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They know they can start with this year to clean things up.
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Would it behoove them to work with someone like you at the finance agency to come in and try and clean up the last two years so that they look more uniform across the last three years, even though it's not going to change the past tax filings and all that?
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yeah, and in fact that's pretty much where the majority of our project work for that comes to is like we get brought in to help clean up not necessarily we have clients and then they start to grow and want to sell.
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But I'd say the majority of our projects is cleaning up the historic because they're getting ready to sell and so there's obviously a little bit of tidy up.
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But actually even if you've filed taxes or and it's not really a concern right now we actually just went through we engaged with a client this year.
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They were looking to sell, but they're exactly to your point.
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Their last three years wasn't uniform and so we need to make sure.
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It doesn't mean that we're being creative with the numbers, it's just making sure that you know everything's reported in the right place.
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They decided to change how they were reporting two years ago and so that first year did look very different to the second and third year.
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So just making sure we can understand okay, this is what the P&L is saying, but this is what the adjustments are.
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Just to make it more uniform definitely will help with the buyer and it comes back down to that trust of understanding what the business is doing and making that align, so easy for them to be able to review that for themselves.
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Maybe simplifying this a little bit further, because I know a lot of business owners don't want to bother themselves with getting the lingo down for finances.
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You know what's the big difference between cash accrual and you know what's.
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Can you switch between the two?
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Is it kind of a mess when companies decide to switch or is it something that once you start you kind of are stuck in that cash versus accrual?
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Well, actually some businesses will use both.
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So it really depends on how your business is operating and what you're looking at From a tax perspective.
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Majority of businesses are operating on a cash basis, whereas you might look at profitability in your business on an accrual basis.
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So just to explain both cash basis is when you're reporting revenue and expenses on the date it was incurred.
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So let's just say you send an invoice to a client in January, that and the invoice is dated January.
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On a cash basis, if they paid in February, that revenue is going to be reported in February.
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But let's just say you actually physically worked in January for that invoice.
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Well, on an accrual basis, it will be reported in January.
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So it depends on whether cash is when it physically had the transaction of cash.
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Accrual is when the date of the transaction was worked.
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So just to help with the cost example, let's just say you book travel today for something in October.
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Well, if it was on accrual basis, the cost would actually be incurred or being reported in October, not today when it physically came out of your bank or credit card.
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So that's the difference.
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From a tax perspective.
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You're looking at cash because you don't want to pay taxes on invoices that you haven't been paid for.
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So you're looking at it from a cash basis.
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But when you're looking at profitability, you want to see okay, how much have we actually invoiced out with the hope that you're going to get paid eventually, but how much are we actually?
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Have we actually sent out in invoices, how much have we actually incurred in cost and how does that line up for that period?
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To help you with with really truly understanding how profitable you are in your financials.
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So you need to look at both at different times, but it's all the same data.
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It's just how and when it's being reported.
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I like that explanation, and to tie this kind of back into something that I see frequently in the M&A industry, is that you know when someone is purchasing a business with a lot of AR accounts receivable, you know there's inherently this decision about whether the accounts receivable will be collectible, and sometimes it gets wrapped into that purchase price.
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And so, to your point, having really well organized financials to show historically that you know every time you have this like large sum of accounts receivable, that on average you're collecting those, albeit delayed, helps to at least provide comfort to a buyer who's packaging that into the purchase price under the assumption that they will in fact be able to collect those later.
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And a lot of times, when you can't show proof of that, you get buyers that want to have an earn out or some other mechanism where they're holding back a portion of the purchase price under the assumption that you're wrong and you won't be able to collect the AR or the revenue is not going to be there like it was the past years.
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So I think that's it just hits home this idea that you're looking at both sides of the coin when it comes to accrual versus cash, because in some ways people want to be able to see that you're operating with good cash flow, but at the the same time, they also want to know my cash flow is going to be there in the future as well.
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Yes, and it really comes back down to what we said at the beginning of it's really knowing your numbers, because on the financials that the buyer is seeing, they're seeing top level and that number can be interpreted anyway.
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So once they start delving in and asking questions, you need to be able to justify and talk to it.
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Another example of that is inventory, for example, and so you can see like OK, we've got a potential.
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If there's like an inventory amount of a million dollars, once sold, it's like great that sounds, you know it's a great asset to have.
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But if we then ask the question, well, how long has that inventory been sat there?
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That completely changes what that number looks like.
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And so if it's been sat there for 30 days, okay, it means that there's movement in inventory.
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If it's been sat there for 12 months, what does that look like?
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How does that impact your valuation?
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So I think it's also looking at the top level of the number.
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But then how does that impact going forward in the future?
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And again, that's what the buy is.
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Testing is to see how can this business continue operating.
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So it's making sure your data is accurate, because if that million dollars also inaccurate in terms of inventory, they could be making decisions based on inaccurate information, making sure you know the numbers, and then that's the only way.
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The only way to know that is to get your data organized and reviewing regularly.
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I love what you said because it is an absolute nugget for a potential buyer, not the sell side, because I have seen situations where the data being reported is inaccurate, arguably false.
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Whether it's intentionally false is to be deep right.
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Sometimes I think it's just bad practices, but I've seen people come in and they buy businesses where the inventory is supposed to be saleable, usable things that they're going to rely on to continue operations.
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They close, they show up, they figure out that most of the inventory is not saleable and that essentially they purchase a bunch of inventory.
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That's no good.
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I think that highlights the importance on the back end, from a buyer's perspective, to go and inspect your inventory before you buy it, which a lot of people glaze over, or if they're an out-of-state buyer, they don't think it's worth the hassle to fly in pre-closing and do that due diligence, which I would argue it's very important.
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But to your point, if a seller is not using good practices, whether it's intentional or not, you know you're in the purchase agreement.
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There's a representation and warranty by the seller that the inventory is good and saleable, or as is, depending on the situation.
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Most of the time a buyer isn't going to allow an as is clause because there's too much risk, and so if they come in and find out it's not saleable, you could have a giant breach of representations and warranties on your hand.
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So that just ties back into what you were saying, which is that having good data is absolutely the most critical component.
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And it can go the other way as well.
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In fact, we had an engagement this year where we were brought in during the due diligence process.
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So they had already presented financials to the buyer and they were.
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They had questions and there was a liability account on the balance sheet and they were questioning it.
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And so they and they wasn't.
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They weren't really sure what it was.
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They were saying, like, well, when we did, they did their own bookkeeping in-house and they said that when we were doing, you know, playing around in their accounting system, this is what the outcome of those numbers are.
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So it kind of just threw numbers onto the balance sheet and they weren't really sure what that meant.
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But when you reviewed the last three years, you saw that liability steadily grow and it's like, well, why is it growing?
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So you need to be able to answer to that.
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But they brought us in to reconcile and when we reviewed it was like, oh well, there's actually duplicate entries in here.
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There was um, so that liability actually was much lower, which then improved the profitability of that P&L, which provides a better valuation overall.
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However, going back to, does the buyer now have confidence in the numbers versus if they were just accurately able to catch that reconciliation error, provide the financials to the buyer in the first place to see okay, now we've got a much better profit position.
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So I think it's making sure that again it comes down to the integrity of the data, making sure that it's up to date, reliable and that you understand it, because if you see a liability growing, that is going to impact the valuation.
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So they were able to have a better valuation number because it's like hey, they don't have as much liability in the business, their profit is actually a lot better.
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But just that simple reporting error or that discrepancy because it wasn't caught, does you know?
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There's a lot of back and forth with the buyer that way.
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So there's going to be questions, there's going to be a lot of back and forth, but I think just making sure that what you present you're understanding and then you can catch any reporting issues prior to that as well.
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And Louise can say that again because I feel like most people don't realize in the due diligence phase there's so much back and forth and so well.
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I think a lot of sellers go into this thinking I'm going to provide the three years of financials, an up-to-date P&L or balance sheet, and you know that's going to be the end of it.
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They'll look at it, they'll figure it out for themselves, and they're always caught off guard when the list of diligence questions related to financials comes back and it's long and detailed and sometimes the answers end up causing further drill down into the financials and so you could say that again times 10.
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So I want to pivot a little bit here.
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You know, one of the things that I see a lot with the smaller business owners which I mean small in the vast scheme of like the SBA's definition right Like not the giant corporations, but people who are lower middle market small teams but doing very well financially.
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I see over and over again these business owners utilizing their bank account as kind of their personal piggy bank, side by side with their business, and we all know it's bad practice.
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But what can a business owner do on the like, you know, accounting side, bookkeeping side, to make sure that all of the sort of personal expenses that are being drawn out of the account if they're unwilling and unable to bifurcate, and make sure that they're not commingling those types of transactions, because I know you're probably going to say that's the best decision.
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Yeah, um, but like, what are, what are the options here?
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And, just you know, run me through like if you were going to advise a small business client who's actively pulling money out on a regular basis for their personal use yeah.
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So I want to want to kind of there's two definitions of like personal use, especially when it comes to evaluation.
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So the first thing absolutely you want to make sure that your personal and your business expenses are separated and handled separately.
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So make sure that you have, you know, your business bank account.
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Your business credit card has only business income and expenses coming out.
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Your personal is your personal and it shouldn't your personal transactions or your bank and credit card should not even be touching your accounting or your business financials.
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So making sure that's very separate and things happen right.
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Sometimes you're at the checkout you're like, oh my gosh, I've only got my business card, you're not going to walk away, go and get your business, your personal card and come back.
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You're going to use it.
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But it's also that communication with your bookkeeper or, if you're not doing your bookkeeping yourself, communicate, communicating saying, hey, I charge this onto the business card, but it is a personal expense, can we handle it?
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We know where to report it to ensure that it doesn't get part, doesn't get included in the business calculations on the P&L.
00:20:14.821 --> 00:20:15.884
So there's that.
00:20:15.884 --> 00:20:19.221
It's just making sure it's organized and reported correctly on what's business and personal.
00:20:19.742 --> 00:20:25.273
But also there are things called owner ad backs when it comes to the valuation side of things.
00:20:25.273 --> 00:20:31.633
So there's some decisions or expenses that you're going to incur that is based on you, as the owner, deciding to do it.
00:20:31.633 --> 00:20:38.611
So it's not technically a personal cost, it's a business cost, but it's one that you, as the owner, has decided to invest in.
00:20:38.611 --> 00:20:42.611
So should that be part of your valuation on your P&L, yes or no?
00:20:42.611 --> 00:20:47.864
And that's what you'll be reviewing your valuation on your P&L, yes or no, and that's what you'll be reviewing.
00:20:47.864 --> 00:21:01.887
So for example of that is let's just say, you decide to completely rebrand your business, so that is then typically added back to your P&L, because that's a one-time expense which you personally, as the business owner, has decided to invest in, but that doesn't really contribute to the operations of the business.
00:21:01.907 --> 00:21:04.978
Yes, it might help with the you know, marketing and branding, but really that doesn't really contribute to the operations of the business.
00:21:04.978 --> 00:21:10.861
Yes, it might help with the you know, marketing and branding, but really it doesn't impact how the business is operating.
00:21:10.861 --> 00:21:18.416
So, with all these transactions, you just want to make sure that it's being recorded and reported the correct way on whether, okay, is this something that is true, personal?
00:21:18.416 --> 00:21:22.193
We need to make sure that we're taking that out of the business so it's not included in that.
00:21:22.193 --> 00:21:32.287
And then, upon valuation, is and is all the transactions in there anything that we can add back to improve the profitability and valuation of the business, because it was a decision that you, as the owner, made.
00:21:32.287 --> 00:21:43.255
So really utilizing and your accounting systems I hope you use an accounting system that should be able to help report that, report that separately, so you can see consolidated and separate.
00:21:43.316 --> 00:22:38.509
But really it comes down to making sure you are handling your transaction separately and understanding why they're coming out as well I'm glad that you talked about ad backs because I feel like one sort of common issue in the in the smaller business on the the end you know, the lower end of the lower middle market is that inherently you do have a lot of income that's getting pulled out based on the owners being both owner and operator, and I think there's a lot of confusion in the unsophisticated buyer that appears in maybe even more of the main street space right the brick and mortar, the local you know coffee shop for, say as an example that when you are adding back in all of these costs there's no like red herring in there that the business is doing poorly and that there's a lie.
00:22:38.568 --> 00:22:49.232
Because I've seen this come up where you know buyer sees the financial, sees all these ad backs, doesn't understand it and then gets cold feet and pulls out of the deal.
00:22:49.232 --> 00:22:59.268
And then we're back to the drawing board and trying to explain sort of what those ad backs are and how you know if you don't have an owner operator in there, you just have a manager.
00:22:59.268 --> 00:23:03.203
The financials are going to look drastically different without all the ad backs in.
00:23:03.203 --> 00:23:10.222
So I'm glad you mentioned that because I think there's just so much confusion in that space about how it's not.
00:23:10.222 --> 00:23:13.429
The ad back is not smoke and mirrors.
00:23:14.371 --> 00:23:15.814
Yes, it's the best way to describe it.
00:23:15.814 --> 00:23:21.955
Ultimately, the buyer wants to know how, how, how is the business operating?
00:23:21.955 --> 00:23:31.056
And if you're doing a one-time website refresh, that doesn't really contribute to the physical operations of the business, so you just want to.
00:23:31.056 --> 00:23:40.369
It comes down to judgment Because, also to your exact point, if there's a heap of ad backs, then it's like, okay, how reliable is the business operating?
00:23:40.369 --> 00:23:43.422
Or, you know, there's also there's different strategies as well.
00:23:43.563 --> 00:23:48.035
Valuation of a business is a very different strategy to if you're trying to pay down or reduce your taxes.
00:23:48.035 --> 00:23:54.431
So one requires more business expenses, one what you want to take out as much to show better profitability.
00:23:54.431 --> 00:23:58.990
So it really depends on the strategy that you're trying to do, which is why it does require planning.
00:23:58.990 --> 00:24:02.709
You know, looking at your numbers now to see what can you change in the future.
00:24:02.709 --> 00:24:05.044
Historically, there's nothing you can do about it at that time, but it really comes down to okay, what can you change in the future?
00:24:05.044 --> 00:24:12.846
Historically, there's nothing you can do about it at that time, but it really comes down to okay, what am I spending and how am I wanting to report this, but then also tracking that as well.
00:24:12.846 --> 00:24:15.673
So if you're not even sure, if you want to sell in the future.
00:24:15.861 --> 00:24:31.727
Ad backs is just something that just out of habit in fact, we have a client that, because they've sold before, it's just now habit that we'll discuss, okay, what could be considered as an ad back, and she actually reviews both to understand, okay, what's true operational profitability and then what's profitability from a tax perspective as well.
00:24:31.727 --> 00:24:40.325
So I think, again, similar to cash and accrual, you need to look at both, you need to understand both and then make sure that the data is supporting that and tracking that accordingly.
00:24:42.391 --> 00:24:56.809
If you will, can you please go into even more simpler the idea behind wanting to do the ad backs differently, based on wanting a valuation versus reducing tax liability?
00:24:56.809 --> 00:25:10.397
Because I think for anybody that's an entrepreneur or a small business owner this also comes into play, not just at the exit, but when you're trying to get a loan in your business, when you're trying to buy a home.
00:25:10.397 --> 00:25:18.953
There's all sorts of kind of peripheral things in your life that could really be drastically changed based on how you're handling these ad backs.
00:25:19.395 --> 00:25:24.292
But please can you just simplify it a little bit further for anybody who's listening that maybe doesn't quite understand that concept.
00:25:24.353 --> 00:25:43.394
On a broader level, yeah, so your financials, it's all the same data, but depending on I always say that accounting is an art form, right, it's how you interpret it and it's how it's presented, and so it is a math equation, but it's one that moves constantly and so, depending on what strategy you're trying to do will impact how you then operate or what you want the numbers to show.
00:25:43.394 --> 00:25:48.324
So I say that because, as we said, a tax strategy is going to be very different to a valuation.
00:25:48.324 --> 00:25:55.203
So, taxes you generally want to pay as little tax as possible, which shows lower profitability, however, and so you're.
00:25:55.203 --> 00:25:56.869
You know you're investing, you're spending.
00:25:56.869 --> 00:26:02.771
However, we actually had a client that said well, we want to, she's self-employed, she wants to get a mortgage, she wants to buy a house.
00:26:02.771 --> 00:26:09.442
Typically, banks are looking for at least two years of self-employment income to help with understanding what they could you can borrow.
00:26:09.442 --> 00:26:18.011
Well, you want to then show as much profit as you can in your business to help provide a better mortgage rate, mortgage amount, and so that strategy changes.
00:26:18.011 --> 00:26:26.720
And so, and then same with valuation again, you're wanting to show as much of a profitable business as possible to get the best valuation that you can.
00:26:26.720 --> 00:26:29.032
And so these expenses, you want to.
00:26:29.032 --> 00:26:31.278
They're all operating, you all incur them.
00:26:31.699 --> 00:26:34.874
But it's looking at, okay, but what's true operational cost?
00:26:34.874 --> 00:26:35.997
And then what's true?
00:26:35.997 --> 00:26:38.526
Because I've made the decision as the owner to invest in that.
00:26:38.526 --> 00:26:43.661
So an example would be for example, let's just say I decide to invest in a mastermind.
00:26:43.661 --> 00:26:54.413
That doesn't mean that you don't need to invest in a mastermind to operate your business, but it's something that I wanted to invest in myself and so, and that can be, you know, pretty pennies sometimes.
00:26:54.473 --> 00:27:01.556
So when you add that to your financials, from a tax perspective, great, that's going to reduce my taxable income.
00:27:01.556 --> 00:27:06.678
But from a valuation it's like, well, that's a one-time add back, let me remove that, because that doesn't actually relate to the operations.
00:27:06.678 --> 00:27:08.347
So from a valuation, it's like, well, that's a one-time add-back, let me remove that, because that doesn't actually relate to the operations.
00:27:08.347 --> 00:27:18.539
So from a valuation perspective, the buyer is going to see okay, I'm seeing true operation profit, let's add back the cost of that because you've deducted the cost.
00:27:18.539 --> 00:27:19.563
So that's what we're trying to say.
00:27:19.563 --> 00:27:24.036
We're adding back is that the cost of the mastermind is already in your financials.
00:27:24.036 --> 00:27:31.179
It's reduced your profit, so we're going to add back the cost of the mastermind to your profit to increase and improve that.
00:27:31.179 --> 00:27:32.162
So I hope I may.
00:27:32.201 --> 00:27:43.835
I explained that clearly no, no, I think that was great and I actually appreciate you using the example of the mastermind, because any business owner out there knows that masterminds are always ridiculously priced.