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bear by consumers (buyers), irrespective of the purposes outlined in the task Management The worst rule of management is if it ain t broke, don t x it In today s economy, if it ain t broken, you might as well break it yourself, because it soon will be
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We ve been through the reasons that closely held nancial records are consistently dif cult to understand by outsiders of the companies being reviewed Subsequently, we must recast or reconstruct some nancial events to understand the true nature of cash ows available, and for analyzing the streams of cash in terms of business value
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The terms reconstructed, recast, and weighted cash ow may be foreign to many buyers and sellers, but they are terms you will hear frequently, especially in relationships with accountants, lawyers, and brokers As previously explained, closely held ownerships afford some exibility in how sales dollars drop down to pro ts or losses from a taxation point of view This camou aging of true cash streams, of course, dilutes ratio responses and other wisdoms leading to conventional interpretations of nancial statements Thus, the practice of reconstruction evolved Reconstruction is no more than a restaging of operating events and owner decisions that otherwise shelter income from payments of taxes, and it resets the stage to reveal true operating income and expenses for further study To a greater extent, loopholes in tax laws provide this exibility (largely through salaries paid to owners, and the ongoing bene ts of depreciation until a business is sold) for the small-business owner However, valuation experts are aware that some owners push these gray areas in the laws to the hilt, and that some step over boundaries into uncharted waters of the law Before proceeding, I feel that I need to clarify my last sentence Al40
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though I believe my statement is necessary for the bene t of unwary buyers, I also feel a need to present it in the proper light The vast majority of sellers are honest, hardworking folks From my own experience with literally thousands of potential sellers, less than 2% engaged in what appeared to be a tax-deceptive practice And some of those few were actually naive in terms of tax laws Small-business owners do not go into business because of great nancial strength They do so because of previously acquired skills in marketing or product and/or service knowledge visa-vis, the production concept of bringing their ideas to the consumer ` table I recently read in Inc Magazine about a woman who started her own small business after 20 years as a practicing accountant Her assessment of the company s growing but tough years that followed pinpointed that she had failed to apply her own education and experience as an accountant You see, up to this point, she had judged that marketing was the necessary focus, not accounting and bookkeeping In defense of responsible sellers, let s stop assuming that they are all underhanded It s just not so of the majority! Having said this, however, the concentrated dilemma regularly faced is that sellers want to sell at high prices, just as much as buyers want to buy at low prices But that alone does not allude to a y in the ointment Tax laws do change from time to time, and gray areas in the laws may suggest different interpretation to different people Your own assumptions are best veri ed through consultation with professional tax experts All actions claimed should have paper trails to verify these claims No paper trails equal little or no validity to claims or at least that is how it ought to be if you want to stay whole in your estimates The following elements must typically be looked at as possibly holding items that merit exclusion
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Typical Items for Reconstruction (Remember, only documented paper trails verify claims!)
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1 An owner s personal consumption of business products or services offered can affect cost of goods sold, sales, and gross pro ts Although it is quite understandable that owners will take advantage of wholesale prices for goods they use personally, these goods must be minimally booked into sales at their wholesale price and appropriate federal, state, and/or local taxes paid as if the transactions were handled in the customary business sense that s the law However, practice does not always coincide with the law Owners have been known to simply remove the goods, not reimburse their
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