We recently published an article outlining the importance of having your company valued before going to market. In that piece we examined why this is important for YOU(so you have a good idea of the current market value) and for BUYERS (so that they know you are committed to actually selling your company and you have appropriate value expectations). We also mentioned how vital it was to use “recast” financials as part of the evaluation process. Given the fact that most business owners are not familiar with this term and concept, we wanted to do a follow-up piece on recasting, providing you further details on this key step in any valuation process.
So what is recasting (also called normalization)? There are actually several definitions:
The act of amending and re-releasing a previously released earnings statement, with specified intent. Some of the most typical reasons for recasting earnings are to show the impact of a discontinued business or to separate out earnings-related events that are deemed to be non-recurring or otherwise non-representative of normal business earnings.
From The Houston Chronicle:
Normalizing a financial statement involves adjusting it so that it reflects only the "normal" affairs of a company. For example, your business might own a single parcel of land. If you sold that land, the gain from the sale would go on your income statement and would increase your profit for the year. But the land sale would be a one-time event -- an aberration. You won't be selling more land in the years to come, so that gain isn't repeatable, and your profit for the year is abnormally high. On a normalized income statement, you would remove the land sale, along with all other one-time, unusual or nonrecurring items. The only items that would remain on the statement would be the revenues and expenses directly related to the normal operations of your business.
From the Generational Equity M&A Glossary:
Recasting, or financial statement adjusting, eliminates from the historical financial presentation items that are unrelated to the ongoing business, such as superfluous, excessive, or discretionary expenses, and nonrecurring revenues and expenses. Recasting provides an economic view of the company as though it were run by management dedicated to maximizing profitability and allows meaningful comparisons with other investment opportunities.
To sum up, recasting is a GAAP (Generally Accepted Accounting Principle) approved method by which you are allowed to restate your financials to reflect the true historic profitability of your business. The key point is found in the last sentence of the last definition above: It allows “meaningful comparisons” to other investment opportunities.
This is especially critical when you present your company to buyers. If you are providing historic numbers that are not adjusted, then a buyer will be looking at your company in comparison to others, many of which will be using recast financials, that will force them to discount your value (because your true earnings will be understated) when they do their comparative analysis. Now professional buyers will not let you know this since they will be looking for the best possible deal. However, this happens all too often to unsuspecting entrepreneurs who attempt to find buyers without professional M&A advice.
The reality is you and your accountant have worked very hard, and legally, throughout the years to keep your tax burden low by expensing items that may not be directly related to the ongoing operations of your business. You may not even be aware of the impact that recasting may have on your financials. Many are not until they go through our evaluation process. Some typical examples of recasting that we encounter include:
This is just a short list of some of the common recasting situations we see. There are literally dozens of others that also crop up.
The key for you is this: Recasting is a VITAL step that needs to be done long before you approach any buyers. If you don’t, you may be understating your true profitability. This could end up costing you thousands and thousands of dollars in lost value.
However, just as importantly, the accuracy of any recasting done to your financials is paramount. In your offering memorandum that will be provided to buyers who sign a CA (confidentiality agreement) with you will need to outline – clearly and in great detail – what is being recast and why. Buyers will be concerned if you are unable to provide specific details regarding what is being revised and why it is being adjusted. And, since you are most likely not an accountant and have never recast financials before, you need to ensure that any adjustments made are legitimate.
Given the need for accuracy, documentation, and legitimacy, it is far better to hire an M&A advisor to provide this service to you rather than try to do it on your own or have your in-house accountant do it for you. He or she may be able to do some basic recasting work, but to really dig deeply into your situation requires a professional with years of experience.
This is what sets Generational Equity apart from others providing this service: We are the leading M&A firm working in the middle market. In fact, our valuation team was recognized last year by The M&A Advisor as the “Valuation Firm of the Year,” and have received numerous industry awards.
These are peer review awards and mean a great deal to us because they are not easy to achieve and are reflective of the tremendous service we provide to our clients. If you would like to learn more about recasting specifically, M&A trends in general, or about our services, please make plans to attend a Generational Equity M&A seminar. These are provided with no obligation on your part and are conveniently held in cities throughout the U.S. and Canada.
Carl Doerksen is the Director of Corporate Development at Generational Equity.
Updated June 2021
© 2021 Generational Equity, LLC. All Rights Reserved.
Through the sale process, Generational brought in several interested buyers and we closed in about 6 months. I am so glad I accepted that invitation to the conference and could not be happier with the whole process. The team at Generational coupled with their knowledge and guidance was so valuable that in the end, I know I could never have done this on my own!JoAnn Ellis, Owner of Fondren 5 Star Kennels
The help you provided us during each step of this process made us feel very comfortable and confident we were selecting the right approach to transition our Company.Andy Graham, Vice President, Modern Heating & Plumbing
We were happy to see the interest in our company and what we cherished has not just a valuable company but an important company to the communities we served in.Larry Moore, Owner, A Company Portable Restrooms
We were represented by Michael Goss with Generational. The due diligence was grueling and exhausting, but Michael propped us up and kept us motivated throughout the process. Debi and I continued to ask each other how we could possibly make it through this process without the assistance of Michael. Michael's professionalism and knowledge is absolutely amazing, and we are so blessed to have had him by our side as we made our future dreams come true.Bob and Debi Lee, Owners of BL Technology, Inc and BL Tl Services, LLC
I must say that I have never worked with a more driven, competent and focused individual as Don Ho.Jay Dinnison, Owner of Sharpe Mixers
Greetings Mike. Thank you for the captivating and compelling presentation you made at the Phoenix presentation last week. Over many years in business yours was the most informative and well-presented presentation, on any subject, that I have ever attended! Your energy and enthusiasm combined with your concise and captivating support of your positions with easily understood examples and data was compelling.Pete L.
I would like to thank you and your firm, Generational Equity, for being our valued advisors in our journey.Bil MacLeslie, CEO, ipHouse
We had the pleasure of working with Mr. Ahmad Behjati Managing Director, M&A, for Generational Equity during our acquisition of Papa's Dodge in late 2021. Generational Equity and Mr. Behjati represented and marketed Papa’s Dodge. As our primary contact, Mr. Behjati was professional in every facet of this acquisition process, conveying valuable advice most times and assisting us in every step of the process.Rick Greene of Dobbs Equity Partners LLC
The process was much more involved than I expected and your help, experience and advice was a big factor in making the negotiations go as smoothly as possible.Terry D. Wickman, President, Keytroller
The professionals at Generational Equity then helped develop a roadmap for enhancing the value of the firm and an evaluation report. This was completed by June 14, 2021. We then developed the Confidential Information Memorandum and put Taylor Studios, Inc. on the market by July.Betty L. Brennan, President, Taylor Studios
Generational Equity’s professional staff helped me every step of the way. Their network and professionals are the only reason I sold my company this quickly. For me this is a once in a lifetime sale and I was unfamiliar with the process. I was able to lean on them with questions and concerns.
After attending a conference with GE, I decided that the value they bring would be worth the expense and as soon as I started working with them, I realized that was the right decision. When we started to get LOIs, Fred Zweifel took the lead on the communication and supported negotiations throughout the process, which got tricky as we moved forward. I learned that it can be common for companies to make a great offer then work to erode that price with their discoveries, but Fred and the GE team kept that from happening.Caroline Connelly, CEO, OptoTest
The most important contribution I think Ahmad made was with his personality and work ethic. He is sincere, efficient, and very hard working. He was available to me at all times, whether it was for specific detail of the negotiation or just to talk through the bigger picture. He listened, advised, and recommended, but never forced his idea or opinions. In the time we worked together, he became a valued colleague and also a friend.Salvo Stoch, Founder and CEO of Sleeping Partners
We are very happy with the end result, and are very happy to be able to move forward with all of our future growth plans.Rick Nowak, President/CEO, Kurz Electric Solutions, Inc.
I need to say an immense thank you to Don Ho for his stellar work ethic, attention to detail, and tireless effort. Also thank you to the whole crew at GE! Without you, Don could not do such a phenomenal job. We were shooting for closing and funding before the end of 2020, due to the uncertainty of the political landscape and taxes. I am happy to report we closed last week and will be funding tomorrow.Dr. Caty J. Catron PhD, RN, VA-BC – Owner, Vic The Picc, LLC
Your wisdom and experience were invaluable to me during this once-in-a-lifetime transaction.Ralph Noblin, President of Noblin & Associates
I wanted to write you a quick letter to express our appreciation and our delight on the outcome of helping us through the process of our recent sale. We are very happy with the end result, and are very happy to be able to move forward with all of our future growth plans.Terry D. Wickman, President, Keytroller
Thanks to you, the entire GE team and especially Michael Goss for driving a great valuation, coaching me and driving the process across the finish line. Please let me know if there is anything I can do to support GE going forward. P.S. Given my experience with GE I felt comfortable enough to sign up with Generation Wealth Advisors!Tom Currier, Former President & CEO, Rackmount Solutions
Generational Equity’s assistance was invaluable in compiling and marketing our business.Bil MacLeslie, CEO, ipHouse
Generational Equity educated and informed us – so that we could be on the upside of a good decision (to sell).Bil MacLeslie, CEO, ipHouse
I quickly recognized that Don was working for Sharpe Mixers above all else, and held our interests above others.Jay Dinnison, Owner of Sharpe Mixers
Thank you again for all your guidance and support. Any company will achieve what they intend, if they have you on their team!Rick Nowak, President/CEO, Kurz Electric Solutions, Inc.
We thank you Eric and Generational Equity making our dream come true.Larry Moore, Owner, A Company Portable Restrooms
I couldn’t have asked for a better team than Michael and Deborah. We couldn’t have done it without them.Robert Evans, President and CEO of Mealtracker Dietary Software
I am pleased that I was able to work with Andrew Byrd throughout this experience. From the first meeting we had in Minneapolis I felt that I was in good hands. His knowledge and expertise is second to none. He guided the process consistently throughout. I feel lucky that I was pared with Andrew and could not be happier that I chose Generational Equity to handle this major life event. Thank you Andrew and GenEq for everything!Eric Erlandson, Owner, Action Fastenings, Inc.
Michael worked tirelessly, He followed every lead meticulously and urgently to make sure nothing was missed.Robert Evans, President and CEO of Mealtracker Dietary Software
We knew it would be a difficult task to have someone really understand our business and our market, prior to researching a possible buyer, so it was imperative that we found someone of your caliber, with definite proven experience in this area.Rick Nowak, President/CEO, Kurz Electric Solutions, Inc.
I wanted to take this opportunity to thank you for all that you have done for us. Not only did you take care of all the aspects of the sale but took extra care to make sure we knew what it looked like every step of the way. I will definitely recommend your company to anyone that is in a position to or looking to exit their business.Shane and Johanna Kline, Owners of Vision Upfitters
T.D., thank you so much! You are a great leader! I love how you are using your gifts and talents to better others. You are clearly a GREAT COACH! This 3 day session undoubtedly changed the future of our business, and very well may have been the sole catalyst to save my company, my health and my marriage! A genuine “thank you” from the bottom of my heart.Bryan D. Horn, Owner, Over Under Clothing
I decided to attend the conference and hopefully receive some guidance on how to structure an exit plan of my business. Upon arriving at the conference, I was so impressed with the presentation given by Generational Equity that I set a future appointment that week to discuss the possibility of selling my business with their Senior Managing Director David Robinson.JoAnn Ellis, Owner of Fondren 5 Star Kennels
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