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Buying & Selling a Business:
Analyzing the Financial Statements

When the financial statements have been made as accurate as possible, the buyer or his accountant should analyze the information they contain. Some comparisons and ratios that can be used to bring out trends and relations are discussed here.

Probably the first analysis to be made is to compare financial statements for the past 10 years or as close to that length of time as possible. Has the trend over the years been up or down, or has there been no significant change? All items on the statements should be studied.

The changes from one year to another will be more helpful if they are stated in percentages. On each year's income statement, the net sales figure is taken as 100 percent and each other item is stated as a percent of net sales. On the balance sheet, total assets are taken as 100 percent and other items are stated as percents of total assets. Such statements are called "common size" statements. Typical comparative statements covering 2 years, with common-size percents, are shown below.

Comparative Balance Sheet

December 31, XXX6 and December 31, XXX7

Amount Percent

XXX7 XXX6 XXX7 XXX6

ASSETS

Current assets :

Cash $28,000 $178,000 2.64 18.43

Marketable securities 0 160,000 0 16.56

Accounts receivable (net) 136,000 128,000 12.83 13.25

Notes receivable 8,000 3,000 0.76 0.31

Inventories 380,000 368,000 35.86 38.0

Prepaid expenses 11,600 12,000 1.09 1.24

_______ ______ ______ ______

Total current assets 563,600 849,000 53.18 87.89

Property, plant, and equipment (net) 396,200 77,000 37.38 7.97

Intangibles 100,000 40,000 9.44 4.14

_______ ______ ______ ______

Total assets $1,059,800 $966,000 100.00 100.00

LIABILITIES AND OWNERS' EQUITY

Current liabilities:

Accounts payable $100,800 $120,000 9.51 12.42

Notes payable 0 20,000 0 2.07

Accrued taxes payable 1,600 2,400 0.15 0.25

Unearned revenues 6,000 0 0.57 0

_______ ______ ______ ______

Total current liabilities 108,400 142,400 10.23 14.74

Mortgage payable 120,000 20,000 11.32 2.07

_______ ______ ______ ______

Total liabilities 228,400 162,400 21.55 16.81

Owners' equity:

Original investment 500,000 500,000 47.8 51.76

Retained earnings 331,400 303,600 31.27 31.43

_______ ______ ______ ______

Total owners' equity 831,400 303,600 78.45 83.19

_______ ______ ______ ______

Total liabilities and owners' equity 1,059,800 $966,000 100.00 100.00 1,059,800 $966,000 100.00 100.00

 Comparative Income Statement

Years ended December 31, XXX6 and XXX7

Amount Percent

XXX7 XXX6 XXX7 XXX6

Gross sales $1,947,000 $1,706,000 101.41 101.21

Sales returns 27,000 20,400 1.41 1.21

_______ ______ ______ ______

Net sales 1,920,000 1,685,600 100.00 100.00

Less cost of goods sold 1,430,000 1,245,000 74.48 73.86

_______ ______ ______ ______

Gross margin 490,000 440,600 25.52 26.14

Operating expenses:

Wages paid 282,800 243,000 14.72 14.41

Taxes 65,000 62,000 3.38 3.68

Insurance 48,000 48,000 2.50 2.85

Telephone 4,800 4,400 0.25 0.26

Miscellaneous 10,800 5,500 0.58 0.33

_______ ______ ______ ______

Total operating expenses 411,400 362,900 21.43 21.53

_______ ______ ______ ______

Net income before taxes $78,600 $77,700 4.09 4.61

Ratios and Other Analyses

Certain ratios and other expressions showing relations between items on the financial statements are also helpful in interpreting the statements. Below are several commonly used formulas based on the year XXX7 figures in the above financial statements. Each of them is discussed briefly.

Current ratio

Current assets, $563,600
_______________________= 5.2 To 1.
Current liabilities, $108,400

Acid test or "quick ratio"

Cash plus assets near cash, $172,000
________________________________ = 1.6 To 1.
Current liabilities, $108,400

Days' sales uncollected

Accounts receivable, $136,000
__________________________ = X 365 = 25.5 days' sales uncollected.
Charge sales, $1,947,000

Turnover of merchandise inventory

Cost of goods sold, $1,430,000
__________________________________ = 3.82 times, merchandise turnover.
Average merchandise inventory, $374,000

Return on owners' investment

Net income, $78,600
_____________________________ = 0.0978, or 9.78 percent, return on investment.
Beginning owners' equity, $803,600

Return on total assets invested

Net income, $78,600
____________________ = 0.0742, or 7.42 percent, return on assets invested.
Total assets, $1,059,800

Owners' percentage equity in business

Owners' equity, $831,400
_____________________ = 0.7845, or 78.45 percent.
Total assets, $1,059,800

Creditors' percentage equity in business

Creditors' equity, $228,400
_______________________ = 0.2155, or 21.55 percent.
Total assets, $1,059,800

 Current ratio. This ratio compares current assets to current liabilities. In the example shown above, there is $5.20 in currant assets for' every $1 of current liabilities.

The current ratio establishes an important relation between the business' current debt and its ability to pay the debt. The assumption is that a company should be comfortably able to pay current debts from current assets if necessary. In many businesses, however, especially service businesses, current assets are proportionately smaller because there is little inventory. In these businesses, the relation of current assets to current liabilities may be less important.

Acid test or quick ratio. This ratio points out the relation between the current assets that can be most quickly converted into cash and current liabilities. It is similar to the current ratio except that it uses only assets that are just one step away from being cash.

"One step away from cash" means that only one additional transaction is needed to convert the asset into cash. For example, accounts receivable only have to be collected and marketable securities sold.

Merchandise inventories that are normally sold on credit, on the other hand, are two steps away from cash. The inventory will first be sold and accounts receivable created. Then the accounts receivable must be collected before cash is realized from the inventory.

Days' sales uncollected. Days' sales uncollected shows how fast a business collects its accounts receivable. One way to find this figure is to divide the year-end accounts receivable by the total charge sales for the year and multiply the results by 365. For this computation to be valid, the accounts receivable must be fairly constant throughout the year. In most businesses, however, sales - and therefore accounts receivable also - tend to be higher at certain times of the year. It is better to use an average if possible.

Turnover of merchandise inventory. The turnover of merchandise inventory is the number of times the average inventory is sold during an accounting period. To find it, divide the cost of goods sold during the period covered by an average merchandise inventory at cost. A high turnover is usually a mark of good merchandising; but if the business only computes its inventory once a year, and that at the low point of the business's cycle, the turnover may appear better than it really is.

Return on owner's investment. The ratio of net income to proprietorship measures the owner's success in making a profit on the money he has invested in the business. Usually, net income after taxes and owners equity as of the beginning of the year are used. (The beginning figure for any year is the December 31 figure for the year before.) If the owner's equity fluctuated greatly during the period, an average ownerג€™s equity should be used.

Return on total assets. This shows the return on the total investment of all who have a stake in the business, creditors as well as the owners.

Owner's percent of equity. For this percent, the year-end ownersג€™ equity is divided by the total assets. The share of the assets of a business contributed by the owner is always of interest to anyone trying to analyze the business. Creditors like to see a high proportion of ownership equity -the greater the owner's equity in proportion to that of the creditors, the greater the losses that can be absorbed by the owner before the creditors begin to suffer a loss.

Creditors' percent of equity. The ratio of creditorג€™s claims to total assets is always 100 percent minus the owner's percent of equity.

Interpretation of Ratios and Percentages

The value of these ratios and percentages lies mainly in their use as tools of comparison rather than in their absolute values. Thus, a consistent increase or decrease in the current ratios of a business over a 5-year period establishes a pattern that may be significant. Suppose the current ratios for the 5 years are 7 to 1, 5 to 1, 4 to 1, 3 to 1, and 2 to 1. Clearly, the ability of the business to meet its current debt is declining.

Another important use of ratios is to compare the companies performance with that of similar businesses. For almost every size and type of business, there are published ratios of expenses to sales that are accepted throughout the industry. A comparison between the ratios of the business offered for sale and averages for the trade will bring out any discrepancies. Some of the discrepancies may be due simply to poor management, but each one should be investigated.

Evaluation of Past Years' Profits

In using a net-profit figure for past years to project the future earning potential of the business, the buyer or seller should exclude the profit of any year that is unusually high or low because of exceptional circumstances. It may also be wise to use a weighted average for the past years' profits.

Assume, for example, that two similar businesses are to be compared. Their profits for the past 5 years have been as follows :

Year Company A Company B

1 $18,000 $2,000

2 14,000 6,000

3 10,000 10,000

4 6,000 14,000

5 2,000 18,000

_______ _______

Total $50,000 $50,000

_______ _______

Average $10,000 $10,000

Both businesses show the same average profits over the 5 years and would therefore, on the basis of a simple average, be valued at the same figure. But while company A has been declining, company B has been growing. Some method is needed that will give more emphasis to the profits of the later years.

A weighted average can have this effect. How much the later profits are emphasized over the earlier years will depend on what multiplier is used, and the choice of multiplier is a matter of personal opinion. Here is an example of how a weighted average could be used to give effect to trends in comparing companies A and B :

Year Company A Company B

1 $18,000 X 1= $18,000 $2,000X 1 = $2,000

2 14,000 X 2= 28,000 6,000X 2 = 12,000

3 10,000 X 3= 30,000 10,000X 3 = 30,000

4 6,000 X 4= 24,000 14,000X 4 = 56,000

5 2,000 X 5= 10,000 18,000X 5 = 90,000

________ ________

Total $110,000 $190,000

________ ________

Weighted average $ 110,000 : 15 = $7,334 $190,000 : 15 = $12,667

In assessing the future of the business, the buyer must take into consideration any changes he plans to make in the basic financial structure of the business, such as putting in additional capital or not buying all the assets. However, he should not pay for future profits he is going to earn by reason of his own special skills or additional investment. In determining the future income he is purchasing, therefore, he must rely largely on past results of the business operation.

Effect of Changes in Price Levels

When the buyer is analyzing several years' financial statements, he must keep in mind the effect on the statements of changes in price levels; that is, in the purchasing power of money. He should consider the possibility of converting the amounts on the financial statements to a base year.

Putting a Value on Goodwill

Goodwill, when it exists, is a valuable asset. It may result from a good reputation, a convenient location, efficient and courteous treatment of customers, or other causes. However, because it is intangible and difficult to measure, goodwill is sometimes recorded when it does not exist.

From the accountants' standpoint, goodwill should be recorded only when it is purchased. It should not be recorded otherwise, they believe, because of the difficulty of placing a fair value on it.

As a practical matter, above-average earnings are normally considered the best evidence of the existence of goodwill, and the value placed on the goodwill at the time of its sale is often determined by capitalizing these extra earnings. Take, for example, a business in a field in which the normal return on investment is 10 percent. Suppose the business has a capital investment of $200,000 and an annual return of about $24,000. The average return on $200,000 for this type of business would be $20,000 a year. Therefore, the business has above average earnings of $4,000 yearly.

Capitalizing these above-average earnings at 10 percent ( $4,000 : 0.10) gives $40,000 as the investment needed to earn the $4,000. Therefore $40,000 may be taken as the value of the goodwill of this firm.

Many people feel that unless a business has above-average earnings, it does not have goodwill. Thus, a business might appear to have an excellent location, enlightened customer policies, and a superb product; yet this business will not have goodwill attaching to it unless its earnings exceed the normal earnings for that type of business.

The measurement of goodwill has many pitfalls. To begin with, a decision must be made as to what normal earnings are. (Industry averages will probably be available, but average earnings for the industry aren't necessarily normal earnings.) And once this decision has been made, the percent at which the above-normal earnings will be capitalized must be decided. In the example given, 10 percent was used. This means that the buyer should recover his investment in 10 years. If he wants to recover his investment more quickly, he will want to use a higher percent, which will give a lower capitalized value. If he is willing to wait longer, he will accept a lower percent, which will raise the capitalized value.

Goodwill is simply a bookkeeping device to represent the value of one part of a business when that business is valued as a whole. In most cases, the total value of the business is decided without a detailed calculation of the goodwill figure - in many cases, without even detailed consideration of the value of the other assets.

Checklist

  • Get financial statements for the past 10 years or as long as the business has been in operation.
  • Make whatever reevaluations of the financial statements are necessary to make the statements realistic.
  • Prepare ratios and percentages as needed.
  • Compare results of the company's operations from year to year in the past and with results in the industry at large.

Questions to be Considered by the Buyer

  • What will happen to the profit when I take over the business?
  • How good is the accounting system that has been used?
  • How good is the cost system?
  • How realistic are the budgets?
  • How much owner's personal expense has been charged to or absorbed by the business?
  • Is there an equipment record - for insurance and to tell me what it costs to maintain various types of machinery?
  • Is the insurance adequate?
  • What have the financing arrangements been, particularly if sources other than a bank were used?
  • What is the rate of return on capital invested and what rate of return do I want for my capital investment?
Food For Thought
Are you constantly frustrated?
Good!

Tony Robbins tells us that all successful people know "success is buried on the other side of frustration". The only people who are not ever frustrated are those who never attempt anything.

If you're taking action and working toward achievement of your goals, you will become frustrated on a routine basis. People don't follow through on their word, machines break down, projects take longer than you estimated, accidents happen. There are thousands of things that can go wrong.

But that doesn't need to stop you. The best way to deal with frustration is to adjust your attitude. Accept the fact that you'll have setbacks, and look for what you can learn from them. Beating yourself up, because of something over which you have no control, is certainly not productive. Instead, ask yourself, "What can I learn from this?" "How can I make sure this doesn't happen again?"

And you can take the concept one step further. If something is frustrating you, there's a good chance that it's a problem for other people as well. Perhaps if you developed a good solution, it would be valuable to a lot of people. Who knows, you might could even make some money from it. Look at your frustrations as opportunities for improvement.

You're in control of the most powerful computer that has ever been devised. It's located between your ears and you carry it around with you everywhere you go. It does not control you; you control it. It will do whatever you program it to do.

How do you program it? With your beliefs. Whatever you believe in, your mind will blindly pursue until it is a reality. If you believe in lack and limitation, that will be your reality. If you believe in unlimited abundance, then that will soon be your reality.

It's all up to you and the way you think on a daily basis.
Time is the most precious and limited thing you have. It is something that everyone has in an equal amount each day. The difference between a life of fulfillment and abundance, and a life of mediocrity, is determined by how you spend your time. It is as simple as that.
Treat every moment as the precious gift that it is. Use your time to build and create and accomplish. Don't waste your time with envy, sloth, anger and regret. In everything you do, ask yourself: is it worth spending an irreplaceable part of my life on this?

Time can work for you if you learn to use it wisely. Consistent and focused effort, over time, will bring desired results. Remember that each moment is an opportunity that must be taken now.

 

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