To start, let’s understand who the most likely buyer of your business might be. If your business is considered “lower middle market” (a large majority of businesses fit this category), the most probable suitor will be a first time buyer. And, most first time buyers are:
It is incumbent upon you to make this process as painless as possible for them. Similar to selling a house, make sure all the loose ends (operational, legal, financial and otherwise) are tidied up before putting it on the market.
Let’s face it, the quality of financial records for smaller businesses can range across a wide spectrum. I have seen everything from receipts in a shoebox to CPA-generated monthly statements, and everything in-between.
Luckily, you don’t have to be a skilled bookkeeper to own and run a successful small business. But you do have to have clean books and records if you want to sell your business.
So you might as well get started now. Restating and adjusting books while a potential buyer is looking over your shoulder is nerve-wracking and will not instill great confidence in your prospect.
Proper Accounting Procedures
Much of small business accounting falls down with the balance sheet. (Yes, there is more to business financials than just the income statement!)
A recent client had significant fixed assets, yet there was no depreciation on the income statement and a gross overstatement of the asset value on the balance sheet. Others don’t accurately reflect Accounts Receivable, Accounts Payable and Inventory because they use accounting software much like a checkbook register.
If this sounds like you, then I highly recommend you hire a qualified bookkeeper now. They still have time to clean up the current year and set up the proper accounting procedures for the coming years.
We all know that the owners of small privately held businesses can and do exert some flexibility in their accounting. However, to sell a business those financials need to reflect the true operations of the business. Why?
Well, the buyer, needs to know exactly what they are buying. If the business is not paying market rent because you (or a related party) owns the building, then that has to be adjusted as it is unlikely that the new buyer will get the same deal. Likewise, if you are paying yourself a higher-than-market salary, then that needs to be adjusted to reflect the true costs of hiring your replacement. Any personal expenses which flow through the business also need to be removed.
The potential buyer will want to compare your business with others in the same industry. Their job is much easier if the financials are consistent with industry practices.
The less changes that need to be made to the financials during the sales process, the better. Remember, you want less – rather than more questions.
Even the most tightly run finance department can mis-categorize expenses. But, a potential buyer will track trends and will need an accurate picture of each revenue and expense item. So make sure all items are categorized correctly before you give them your books. Moving and adjusting line items sends a sign of poor management to a prospective buyer.
You (or your bookkeeper) should know what items are included in each revenue and expense category. Check your books monthly to ensure consistency and make adjustments as necessary.