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Add Backs: Defining Sellers Discretionary Income When Buying A Small Business

The prospective buyer of an auto repair shop for sale in Central California noticed, while conducting due-diligence, that an office assistant was listed on the payroll. But he'd visited the business as a customer and had never seen anyone working in the office. When inquiring about this, he learned that a "salary" of $1,500 per month was being paid to the seller's sister-in-law, and that she was listed as an office assistant, but didn't actually work at the company.

That's an "add-back" and it should be included with net income the seller said.

The buyer was troubled by this discovery. Also confusing was the seller's assertion that auto expenses, such as gas and insurance charged off as business costs, should be added back to profits.

These are just two examples of the many questions and sources of confusions that can surface when trying to understand the actual costs involved with operation of a business. The confusion comes about because many, if not most sellers attempt to show as little income as possible to reduce the taxes that have to be paid. Then, when it's time to sell, the business owner has the opposite objective, wanting to show as much earnings as possible to justify the price being asked for the business.

The typical way of resolving this dilemma is for the seller to point out the costs charged off to the business but not really necessary to operate.

These explanations, however, sometimes raise more questions than they answer.

When the buyer who was investigating the auto repair business for sale looked into what the seller was saying, he learned that although there was no one physically present in the office during business hours, it was necessary to have someone handling office work. The sister in law came in on evenings or weekends to balance the company check book, verify that all parts ordered were charged against repair orders, to compare vendor statements with individual invoices, handle payroll and sales tax responsibilities and take care of related duties.

And while it was true that the seller was charging the business for his personal auto expenses, it also was the fact that the car was used for needed business activities such as picking up parts and taking customers to their home or office.

A well prepared adjusted profit and loss statement anticipates buyer questions and clearly defines what expenses on the operating statement are, and what are not necessary for efficient management of the business. But not every seller or business broker knows how to provide that information in a way that's easy to understand. And not everyone is willing to engage in full and complete disclosure.

It's up to the careful buyer to question every item on the income and expense statement. And to ask questions such as:

- Is each itemized expense necessary in order to operate the business properly?

- Is the listed total for each item the actual expense, or is the real cost lower, or higher than what has been entered in the books?

- What was the ratio of the amount in each expense item to the total of all expenses for the last complete year?  How does that figure compare to the percentages in prior years? If there is a substantial change in any single category, what is the reason?

The smart business buyer does not accept, without question, the figures listed in the P&L (or tax returns) and financials of a company being considered, but does some investigating to learn what the figures actually represent.

Some typical "add-backs" utilized frequently to compute adjusted net income/sellers discretionary cash/cash flow include:

- Owner's Annual Salary
- Annual Net Income
- Owners Pension
- Owners Health Insurance Premium
- Amortization
- Depreciation
- Interest Expense (typical are loans that will be paid off when the business is acquired)
- Rent/Mortgage Payment (if the business is being acquired with an SBA Loan)
- One Time Business Expense (an annual expense the new owner will not have in the future)
- Salary Expense Of Family Members (who don't actually work at the business)

About the Author: Peter Siegel, MBA is the Founder & Lead Advisor at BizBen.com (established over 25+ years - 8,000+ small businesses for sale & wanted to buy postings -  with 500 new & refreshed posts daily). BizBen.com offers business buyers, owner sellers, business brokers and advisors free access to online postings, articles, blog posts, discussions, podcast, resource and broker directories, etc. Peter heads up the BizBen.com ProBuy, ProSell, & ProIntermediary Programs. Peter Siegel, MBA can be reached direct at 925-785-3118 for advice, referrals, or questions.

Categories: BizBen Blog Contributor, Business Purchase Financing, Business Valuation Issues, Deal And Escrow Issues, How To Buy A Business, How To Sell A Business, Small Business Financing

Contributor:

Peter Siegel, MBA
Areas Served: Nationwide - All Areas
Phone:  925-785-3118 Cell, 925-785-3118 Text
Peter Siegel, MBA - Founder Of BizBen.com (since 1994), I am the Lead Advisor for the ProSell, ProBuy, & ProIntermediary Programs. I advise/coach buyers, sellers, and brokers daily about buying & selling small to mid-sized businesses throughout the Nation. I can be reached direct at 925-785-3118.

Comments & Feedback From Pro Intermediaries & Pro Advisors On BizBen:

Posted By: Timothy Cunha JD, Business Broker: San Francisco Bay Area    

Buyers and sellers should be aware of the many items that are generally included as SDE-calculation "add-backs". Those typically recognized without question by SBA lenders are: depreciation and amortization, business interest, salary for one owner-manager, and payroll taxes for that owner-manager.

Then there are many other potential adjustments, such as: salaries to non-working family members, lease payments for the owner's benefit, owner's personal auto expenses (lease, insurance, gas, repairs, etc.), charitable donations, reduction or addition to adjust rent paid to owner(s) to fair market value, owner's personal insurance (life, health, disability), retirement plan contributions, non-business meals and entertainment, non-business travel, non-business telephone and internet, and more.

And, buyers and sellers should both note that it works both ways. For example, if the owner-manager has a family member working in the business who is receiving no pay, or less-than-fair-market-value pay, then the amount a new owner will have to pay that replacement employee needs to be deducted from the SDE.

A proper calculation of SDE is vital to both seller and buyer. For example, a business showing a "profit" of $40,000 could easily have an actual SDE of $120,000; that's a huge difference in business value.An experienced business broker is the best resource for a thorough analysis of add-backs and SDE; and, the buyer's CPA should verify everything during due diligence.






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