From McKonly and Asbury, the five questions you should ask are:
- Is this going to be an asset purchase or stock deal?
A buyer should know what the seller is expecting so there are no misconceptions or miscommunications. In a stock deal, you are buying all the stock of a company which includes all of its assets and liabilities. The company continues to operate but with new ownership. In an asset deal, the purchaser is buying “selected assets” and is not necessarily assuming the liabilities of the selling Company. An asset sale is typically preferred by the purchaser because there are often tax benefits related to the amortization of new intangible assets (goodwill and others) resulting from the purchase.
- Are the add-backs of expenses made by the consultant reasonable?
Expenses incurred by a business that are discretionary or non-recurring in nature can be “added back” to arrive at the expected cash flow that the business can transfer to a new owner. I also asked, “Are there more discretionary expenses than what was shown by the consultant?” I noticed a few categories where expenses fluctuated and suggested reviewing the underlying reasons for the fluctuation and that they may need to investigate or seek further clarification. “Due Diligence” is the process of investigation and verification of a potential acquisition to confirm all relevant facts and financial information. In an acquisition, the performance of due diligence is critical for the purchaser.
- Did the owners perform any services for the company that would need to be replaced by a salaried employee?
The tax returns showed “guaranteed payments” that were made to the owners. These payments were included in the consultants add-backs, indicating that they would not be required going forward. If the owners performed any services that would need to be incurred or paid for in the future, then the fair value of those services should not be added back to net income but instead included as an ongoing expense of the business.
- What do you expect revenue to be going forward? The pandemic has caused significant decline in revenue and the baseline revenue expectation may have changed.
Upon closer examination, the financial information showed a revenue stream that was greatly impacted by the COVID-19 pandemic. In 2020, revenue dropped 57% from the previous year as the business was partially shut down. In 2021, revenue grew 54% from the 2020 revenue total but was still only 66% of 2019 revenue. Cash flow is the lifeblood of any company. The decline in revenue, if deemed permanent, could change the cash flow, the outlook for the company, and its value.
- What are the terms of the loan to finance the purchase?
Once you have done your due diligence and arrived at what you think a business is worth, the process isn’t done. If you can’t pay for the business, or more importantly, if the terms of the financing are such that cash flow of the business is not sufficient to handle the debt service, you don’t have a workable deal! You could try to negotiate a new price, or just walk away. Knowing the terms of the financing available (length, interest rate, and amount financed) will allow you to model the businesses cash flow and debt service to ensure it works according to your projections.
The questions that were highlighted were focused on arriving at the estimated cash flow that would be available to the owner. Remember Cash is King! Cash flow is a primary factor that determines the value of the business. The due diligence process is a critical step in the purchase of a business and involves finding answers to questions like those highlighted above. The decision to purchase a business is not one that should be entered into lightly. A great deal of work and investigation needs to be done before a final decision can be reached