Resources for Buying and Selling Online Businesses

How to Identify Commonly Missed Add Backs

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Today’s episode is going to be a little different than previous ones: We’re not going to interview anyone. In lieu of a guest, Joe will be discussing three different levels of add-backs. 

The three levels of add-backs are various ways to add value to your business. Most of these suggestions are fairly easy to enact, but may not have been things you’ve previously thought of doing. Tune in to hear about calculating a seller’s discretionary earnings, where you will make the majority of your money, and much more.

Episode Highlights:

  • Where you make 50% of all your money.
  • Calculating Seller’s Discretionary Earnings.
  • Valuation multiples.
  • Making sure the acquirer understands the value of your business.
  • Breaking down expenses.
  • Pros and cons of certain business credit cards.
  • The pitfalls of hiring family and friends.
  • How current tariffs may affect your bottom line.
  • Illegitimate add-backs.
  • Being careful not to erode trust.

Podcast: A Man With 8 Years of Experience Talks All About Addbacks


Joe: Hey everyone thanks for joining the Quiet Light Podcast. This is going to be a little bit of a different podcast than some of the others we’ve done. I’m not interviewing anyone on the podcast with Mark. It’s just me. It’s just me talking about something that’s critically important. As many of you know, I’ve been doing this for over eight years now, tracking towards personally 100 million in total closed transactions. I’ve talked to thousands of entrepreneurs over the last eight years. And what I hear more often than not is so the multiple is still around three times and [inaudible 00:01:54.5] is asking me from New England always wants to say it depends upon your definition of three times of what. Most people don’t get the “what” correct so I want to focus on that right now; that “what”, three times of what. It is a three times multiple or four times or five times or two times depending upon the financial key metrics that Mark and I talked about; the four pillars that have been created, and then these three levels of add-backs. It’s a multiple of Seller’s Discretionary Earnings and calculating it correctly and getting it right is one of the most important things you can do for your business. So I’m going to talk about it here. I’m also recording a video for those that want to go to the Quiet Light YouTube channel and look at the video as well. From the video there’ll be a set of slides that you can download from the show notes from this podcast as well. So on to the three levels of add-backs. First, what we want to do is actually define the reality that if you’ve got a physical product e-commerce business, more than 50% of all the money you’ll ever make from your business comes the day that you actually sell it. That’s pretty substantial. And you think about it, we’re all trying to drive revenue and make a living as entrepreneurs but in a physical products e-commerce business and many others as well, most of the money you’ll ever make comes the day you sell it. So you want to prepare to sell all along the way. I know it makes your eyes bleed but if you do the right thing and focus on running the business like a professional and creating a great opportunity for your buyer; and there’s many buyers in this audience that are listening, if you create a great business to hand over to somebody that wants to take it to the next level and do the things that you may not want to because the business has outgrown you, you’re going to get more than 50% of all the money you’ve ever made from the business. Odds are as well that your business is your most valuable asset. And I’d venture to guess that, you know the value of your house within 5 or 10% and your investment portfolio, and your retirement fund, and your car, and your condo, and your townhome, or how much you have in your bank account but you are 30, 40, 50% off in terms of the value of your business. And some of you are running businesses that are completely unsellable even though you’re doing great things with driving revenue. And they’re unsellable because you’re co-mingling too many things with one brand. You’ve got seven brands in an account, you want to sell off one and you don’t use proper accounting software like QuickBooks or Xero. I’ve seen this too many times. Too many people say, oh, okay three times I’ve got this. I’ve got an 18 year old and 16 year old; I hear I got this all the time. Please don’t say I’ve got this. Go through this. Listen to the full podcast. Get these three levels of add-backs right and you will get the real value for your business along with all the other things that you need to do for the four pillars. The real value of your business is important to understand here. We’re not talking about maxing out the value of your business and jacking up your Seller’s Discretionary Earnings; we’re talking about you getting paid for what you’ve created. It’s not boosting or jacking anything, its legitimate black and white add-backs that are owner benefits or one-time expenses. And I’ll go through the whole list that you deserve for the value of your business. If you’re a buyer out there listening and you’re looking at businesses for sale, you can look at some of the add-backs that have been missed by the broker or the individual that’s selling the business and calculate your own instant equity when you buy the business. Okay, so in terms of the valuation and the way that it works, it’s hard to understand, but simple at the same time. The calculation for the list price of a business; it’s the earnings base multiplier approach and you’ve all heard the term at this point Seller’s Discretionary Earnings. Well, the math is simple. The formula is simple but it’s hard to remember. Its Seller’s Discretionary Earnings times the multiple equals the list price. Again, calculating the Seller’s Discretionary Earnings accurately is important and it’s hard and then determining the multiple and what range you’re going to fall in depending upon the four pillars and financial key metrics is hard. But when you get the two of those right and you’ve got the right data, it equals the list price. Plus, in a physical products business, the landed cost of goods sellable inventory on hand at the time of closing. Almost everyone does it that way with the exception of one broker in the sub 20 million dollar range. Some of the larger investment banking firms may be doing something totally different in the 50 to 250 million dollar range. Okay, so to calculate Seller’s Discretionary Earnings first you have to have a Profit & Loss statement. And that’s why I always preach QuickBooks and Xero. I had an email from somebody yesterday and he wrote he doesn’t use QuickBooks or Xero and he’s using other stuff and he says I don’t trust QuickBooks. Well, he doesn’t trust himself then or a bookkeeper that he would hire because QuickBooks is just information that’s entered or imported from the person doing the work. But you’ve got to calculate Seller’s Discretionary Earnings properly. As I said to get the list price, Seller’s Discretionary Earnings times the multiple equals your list price. How do you calculate Seller’s Discretionary Earnings? It’s your net income on your Profit & Loss statement, plus your add-backs. And again, we’ve coined the three levels of add-backs here at Quiet Light Brokerage. And under each level there are six different levels. So there’s a total of 18 points that we focused on for add-backs. So, net income plus add-backs equals your Seller’s Discretionary Earnings or SDE. Now valuation multiples; I’m going to cover them real quickly here because everybody wants to know what multiple ranges are. But that person says so you know the ballpark, multiple ranges three times. Is that right? First question is a multiple of what? Second thing to say is without accurate Seller’s Discretionary Earnings your multiple means nothing; absolutely nothing. So you’ve got to get the discretionary earnings right in order to get the multiple right. Important thing to understand is that the size of the business does impact value. Also, multiple channel revenue versus a single channel of revenue impacts the value. So if you’ve got a business that is less than $100,000 in Seller’s Discretionary Earnings and you are 100% direct consumer brand not selling on third party platforms, let’s say you’re 100% Shopify. If you’ve got a business that’s got all the four pillars that we talked about and good financial key metrics, you’re probably going to be in that three to four time multiple range. That’s a pretty good number. But if you are a 100% Amazon brand and by 100%, I really mean 85 to 90%, you are going to be in a drastically different range. You’re going to be in two to three times. And this is at sub $100,000 in discretionary earnings. And this is all subject to change. It floats and changes depending upon the economy, the type of business, the recurring revenue aspect of it, B2C versus B2B; all sorts of different variables. So this is just general information. So again sub 100,000 three to four times if you’re selling direct to consumers, if you’re a 100% third party platform, two to three times; a pretty dramatic difference in value. As low as 200,000 if you’re 100% Amazon brand and as high as 400,000 if you’re 100% your own you are all selling to the customers. In the $100,000 to $500,000 range, you’re pure B2C brand jumps from three to five times multiple of Seller’s Discretionary Earnings. The Amazon brand jumps as well, but it’s only two to three and a half times. We started at the same floor of two, and then got bumped up to three and a half times. There are exceptions to every rule and it’s a very broad range depending upon trends of the business, how much you’re spending on advertising as a percent of total revenue, how clean your books are, growth opportunities in the business, the transferability of the business; all these different things. But the multiples will overlap as I go through this. Jumping up to discretionary earnings of 500 to a million, you’re looking pure B2C at four to six times Seller’s Discretionary Earnings and on 100% Amazon brand you’re at three to five times. The five times here has to be really, really solid. It’s going to be a great business. But the three times is as low as that sub hundred thousand dollar business because it’s just a broad, broad range. If you’ve got a hero SKU that’s doing 70% of your revenue, that’s going to bring your multiple down; as simple as that. There’s a lot of competition on single channel third party platforms like Amazon that could change your revenue trends overnight. I’ve seen it many, many times. Okay, so Seller’s Discretionary Earnings last level north of a million dollars, you’re looking at a pure B2C, you’re looking at six times plus. Amazon brand you’re at four times plus; a lot of overlap there. Again, because no two businesses are alike and you can’t just make the assumption that you’re going to be at X if you’re doing Y in Seller’s Discretionary Earnings. Again, though, size does impact risk. That’s what we’re talking about here in terms of the multiple ranges and where they go. Okay, so the three different levels of add-backs will be defined clearly; detailed clearly but let’s just define what the heck an add-back is. If you think about it as simple as an owner benefit; something that you personally get from the business, they’re also one-time accounting expenses, they’re one time legal expenses and expenses that don’t recur or carry forward to the new owner of the business. That’s broad, but very specific. The goal of identifying add-backs again, it’s to identify the true baseline earnings for potential acquirers of your business and also for you so you’ll understand the value of your most valuable asset. It’s not to jack up the price. That’s not the point. The point is to make sure you get the true value for your business and so that the acquirer of the business understands the real value of it as well. There are three different levels that we’ve developed here at Quiet Light. The first one, Level 1, they should be pretty obvious. They’re obvious benefits that I think almost anyone could identify. Level 2 are one time and accounting expenses. They get a little bit more complex there. But it’s Level 3 that an inexperienced broker or if you are someone that is selling your business directly to a buyer yourself, you could be losing hundreds of thousands of dollars in the overall value of your business if you’re not focused on Level 3; if you’re not digging deep and I always say using math and logic, it’s not magic. It’s not gray. It’s black and white math and logic in that third level. And we’ll go through some of them right now. But there’s six different points to each level. So let’s talk about this Level 1. I had somebody approach me at a Mastermind event recently and asked me what I thought was a pretty obvious question; Level 1. He said, hey, I don’t make a whole lot of net income in the business, but I do take a $250,000 salary, is that an add-back? Yes, that’s an add-back, that’s an owner benefit; crystal clear owner benefit. So if you’re only making your businesses $10,000 net income a year, but you’re taking a $250,000 salary, your total owner benefit there with those two things alone would be; or Seller’s Discretionary Earnings would be $260,000. The exception here is unless there are two partners that are working well over 40 hours a week combined. We can only add-back one owner payroll in that situation and have to do an adjustment for the second. If you’ve got two owners that are generalist in terms of their skills working less than 40 hours a week combined, then we could add-back both of them. The second one in Level 1; and by the way, with owner salaries, again, there’s little asterisks that I put all over these things. There are exceptions to every rule. You have to talk through each and every one. Estimated income taxes; if you’ve been in business a long time as an entrepreneur probably making quarterly estimated income taxes payments, that’s an obvious owner benefit that goes into the add-backs schedule that your broker or adviser or you if you’re selling your business on your own would create. Owner health benefits; pretty obvious, if I sell my business today, I’m not going to pay for the new owners health insurance. They would have their own. Charitable contribution is number three, pretty obvious. Interest expenses, we see a lot of businesses come through for sale that were purchased years ago with an SBA loan and there’s expenses there that do not carry forward to the new owner. Or if you were a 100% Amazon business owner and you’ve taken advantage of the Amazon Lending Program, there are interest expenses in your P&L as well, those do not carry forward and those are an add-back. Retirement contributions are number five; pretty obvious there. And number six has got a lot of them, it’s little things that are owner benefits, like your personal meals and entertainment that you run through the business, travel that you run through the business. And we’ll get into Level 3, we’ll talk about some travel with mastermind groups and events and things of that nature. Vehicles or miles that you write off on the vehicles. This one should be pretty obvious, but it’s mobile phones. No one is going to buy your online business that doesn’t already have a mobile phone. So if you write off your mobile phone through the business, it is an add-back because it’s not an expense that carries forward because the new owner already has a mobile phone. If they don’t, they shouldn’t be buying an online business. And yes, I’ve had a conversation with people before, a lot less in recent years than seven or eight years ago. If you’ve got a home office and you choose to write off tax for tax reduction that expense does not carry forward, nor do the utilities. So those are the first six in Level 1. Those are the more obvious owner benefits. In Level 2 they’re a little less obvious so let’s go through them again. There are six different levels there. The first one is trademarks, copyrights, patents, logo designs; things of that nature, it’s all centered around intellectual property. These are mostly onetime expenses that do not carry forward to the new owner of the business. And I’ve sold businesses, as many of us have here at Quiet Light where somebody had just gotten a utility patent in the 12 months prior to selling the business and there’s 20,000 dollars’ worth of legal fees there. That’s an amazing thing to have in terms of selling your business; that’s defense ability; part of the risk pillar but it’s also an add-back. So you can put that $20,000 back into your Profit & Loss statement below the [inaudible 00:17:27.5]. Same with logo design, copyrights, things of that nature. The second point here is these other types of legal expenses like a lawsuit. It happens now and then, but it generally doesn’t happen every year so you could do an add-back of that as well. Unless you’ve got a P&L and you’ve been sued every year because of the type of business that you have. We may not sell that. Sorry, no one might buy it. Sorry. But if you try to sell it on your own, it would be an add-back. Enforcement letters that someone would write for you, those are generally one time and don’t carry forward same with incorporation documents. The third point here in Level 2 is the new bookkeeper setting up books and arrears. You guys have always heard me talk about our book keeper referral list. We don’t get paid referral fees from bookkeepers. We keep a list of good qualified bookkeepers because we want you to run a better business and have cleaner books because it’s going to help us help you get a better value for your business. It’s going to help the buyer take something over that is clean and documented well. So sometimes people will come to me and they need to have their books cleaned up. They would hire an e-commerce bookkeeper that would go through the last 24, 36 months of data and pull it into QuickBooks or Xero. There’s generally a one-time fee for that. That expense does not carry forward to the new owner because you’ve already done it. There is a monthly fee that you would pay a bookkeeper that might charge you $500 a month to do your bookkeeping for you but if they charge you two or three or $4,000 to do your book in arrears, that is absolutely an add-back and its money well spent; well invested. It’s fuzzy math to calculate the return on investment on that but you would, in my opinion, get well over 100% ROI if you spent money on hiring a bookkeeper to do your books in arrears. Equipment purchases are generally one-time expenses and often buried in the P&L under office supplies and they’re very often personal in nature. Most of these businesses that are run remotely from a solopreneur  that has VAs or even if you’ve got people that work closely and you all go to an office, there’s not a lot of physical equipment that is purchased. So personal computers, we often see the office supplies get bumped up a little bit in the fall or in the late summer when kids are going back to school or during the holidays when people are spending money on gifts or just before the New Year when they’re getting new products for themselves to reduce their taxes in a sense. Those are buried in the P&L; these are definitely add-backs when they’re personal in nature. The last two points here in Level 2, they’re kind of obvious as well but sometimes people don’t catch them. It’s depreciation. It’s an accounting expense, it’s not an actual cash out expense. And the same goes for amortization. Okay, so Level 3, again, thanks for hanging in here, this is the dig deep most important use math and logic part of the three levels of add-backs. This is where you’re going to get the most bang for your buck by taking your time and digging deep and keeping good records so that you can go through these different things. First one is a website redesign. Several years ago, I sold a business that had just spent $20,000 on a website redesign. That business was listed at a 3.5 multiple and the website redesign; the business was maybe seven years old at the time and it had not done a website redesign since the inception of the business. So it’s not going to recur every year. In this case, it’s not going to recur every five years. So we chose to do a 100% add-back of that. So at three and a half times, that added $70,000 to the Seller’s Discretionary Earnings at a 3.5 multiple. It sold at full price and the person that bought that business has been running it since then and is now listing the business for sale in the next few months at a great return on investment. But it’s absolutely an add-back. If in the P&L, it shows that you’ve done this every two and a half years then at the very least, it’s a partial add-back. Point number two on Level 3 is something that most people in the e-commerce world are involved with in some way, shape, or form and that’s Masterminds, events, and related travel expenses to Mastermind. Sometimes there’s a pretty hefty joining fee as well. So if you are part of a Mastermind whether it’s; should I name them all? I’m not going to name any today. You’ve heard me name some of them before. If you’re a Mastermind member, you’re the member, not your business. When you sell your business, that expense does not carry forward. It helps you personally grow your business and gain business knowledge and the new owner of the business may or may not join that Mastermind as well. They may actually be in their own Mastermind and have their own expense because they’re bolting on new businesses to it. So this one is an add-back and it’s missed by most people. The same goes for those events that you may go to. You choose to go to those events that are Mastermind related and odds are you checked out a lot of personal benefits there and travel and sightseeing and things of that nature. The exception to this rule is if your business is similar to Quiet Light Brokerage. We sponsor Masterminds, we sponsor events and we go to them to build our network of relationships therefore, it’s not an add-back. It’s an integral part of our marketing campaign. The other exception is if you brought your CMO; somebody that’s on staff. If you the owner of the business goes it’s an add-back but if you the owner of your business goes and you choose to bring your CMO, that’s a business expense. That CMO is going to move forward and carry forward with the business and would go to that Mastermind every year, so to speak if the new owner of the business joins the Mastermind or has their own CMO because it’s a great way to learn new marketing techniques. That part wouldn’t be an add-back. So there are again exceptions to almost every single rule. Point number three here is pretty important. Most people listening to this podcast that own any kind of online business or doing some form of advertising. The biggest mistake I see people make is with, let’s say, an Amazon FBA businesses, they’re allowing Amazon to simply deduct the ad cost from their deposits every couple of weeks. That means that you are not getting the benefit on your spending. You’re not getting that cash back and you’re not getting the rewards. American Express Gold Card will give you four times the points on advertising spend up to $150,000 and then the levels change. There are cash back cards that you can get 1½, 2% cash back. The IRS hasn’t figured out how to tax this. It’s really; these are discounts, there’s no method for tracking it. So I see a lot of people; it never shows up on their P&L, some people with bookkeeper’s do; that’s an exception rather than the rule. They do an adjustment in the Profit & Loss statement. They’ve got the total advertising expense and then they’ve got an adjustment for it there. But when it’s not there at all; and let’s talk cash back only for now, people just slide it into their personal income and bank account and they use the money for perks. It’s an owner benefit so therefore, if it’s an owner benefit, it is an add-back. The key here is to track it and find a way to convey it to your adviser if they don’t ask; everybody at Quiet Light will but if they don’t ask, convey to them that it is an owner benefit. You do have the data. It’s math. It’s logic. And your buyer will accept it. I’ve had situations where we’ve had $24,000 a year in cash back and tracked it and the business sold for a three time multiple, for instance. So it’s almost $75,000 in value to the business when it’s being sold; a huge benefit there. When it comes to rewards; this is the tricky part, a lot of people use the rewards instead of the cash back, which is really smart because you can get a lot more bang for your buck with the rewards. But you cannot convert that bang for your buck into actual dollars at that high level. So if you are going to travel internationally and use your points that you’ve accumulated to buy a $10,000 first class ticket somewhere around the world, you don’t then get a $10,000 add-back. What you get instead is a percentage of your points. Most of the cards say you can convert them at 1%, so you would simply take the points that month times 1% and that is you add-back amount. That’s a huge one that most people miss and it can add a tremendous value to your business. Now, as entrepreneurs, we first often seek employees that we know and we trust. Those employees are often friends and relatives. First point of advice I’d give you is don’t hire somebody that you cannot comfortably fire and those are usually friends or relatives. Second point is, if you go ahead and do that, try not to overpay them. Because if you’re overpaying them, you’re getting some loyalty there, yes, but when you go to sell your business, you will lose 2, 3, 4, 5 times the value of how much you’re overpaying them. But you don’t have to fire them. My bad, advocated firing people before for this very situation. But you don’t have to be the Grinch if it’s around the holidays. Here’s what I did in a particular situation. I had a business that was for sale, three and a half time multiple, really strong business, ended up getting multiple full price offers and sold at that level. But the owner of the business paid his brother who he loved dearly $20 an hour to do customer service work. Who wouldn’t want to do remote customer services work at $20 an hour? It’s a great deal. His brother loved it. It turned out the brother was really working about five hours a week because he was really good at creating canned responses, most of these; 99% of the communications from customers were via email so he just had a canned response. He was open about it, talked about it. There’s a lot of logic to saying this brother is loved and overpaid excessively so we did a negative add-back, meaning we adjusted his income and dropped down to the add-back schedule and put an expense in for a virtual assistant to do the customer service work. We bumped the customer service work from what the brother said he worked from five hours to 10 hours. And instead of paying that VA the standard maybe $5 an hour if they’re working remotely in the Philippines, for instance, we actually doubled it and made it 10. So we overpaid the VA. We paid them for more hours and this is all on paper, of course, and did an adjustment. We were conservative in our adjustment, but basically it was about a $10,000 add-back at a three and a half time multiple. It boosted the value of business by $35,000. So you’ve got to think through some of those things when you’re making hiring decisions and firing decisions and plan in advance when you’re selling your business. We don’t want you to wake up some day and just be so tired and frustrated and fearful that you’re too overleveraged in your business and decide to sell. We want you to plan it out so we can help you get maximum value for your business, but also have a better business for the buyer so that they can take it on with less risk that they’re willing to pay more and they can grow it someday and eventually exit their business. Okay, point number five, most people miss this. If partway through the year, your cost of goods sold go up by $2 a unit and you’re selling a thousand units a month, do you think your buyer is going to ask for an adjustment in due diligence? Yes is the only answer. They’re smart. They’re going to stroke a check for half a million, a million, to five million dollars. They’re going to hire somebody to do their due diligence. They’re going to pay attention and they’re going to dig deep. You need to do the same thing. So last year, I sold Mike Jackness’ business. Many of you have heard me talk about it with Mike on this podcast. We’ve done many presentations together. Halfway through the year Mike renegotiated his cost of goods sold on his one primary SKU. It was doing about; let’s just call it a thousand units a month for simple math, he’s doing many more than that. And it was more than $2 and a unit that was adjusted, but it happened in the last six months; the most recent six months of his P&L. That savings carries forward to the new owner of the business. So what we did is in the first six months of that year, we took the total number of units that were sold, multiplied it times let’s say $2 a unit. That’s two thousand dollars a month if a thousand units were sold a month or it’s $12,000. And then you multiply that $12,000 times your multiple and you see what added value there is to your business. It’s a legitimate black and white add-back. In Mike’s situation off the top of my head; I’m guessing at this point, I’m going from memory but I think it was about $54,000 that was added to the list price of this business; true, legitimate black and white value. It’s sold. Obviously we know that. The buyer has bought five businesses from Quiet Light Brokerage and multiple others. He’s very, very well educated. He’s very smart. It’s a legitimate add-back. 99% of people that sell the business on their own missed that and I’m sure a lot more with other firms. At Quiet Light Brokerage; and here I am preaching Quiet Light, I’m telling you that you got to dig deep. All right, reduced cost of goods sold. That’s what that is, that definitely carry forward. The other part here is that most people that are listening to this that are entrepreneurs bootstrapped their business and they listened to an influencer, an expert in the space, and they gave it a try. And it turns out all the stars were aligned. They worked hard, they got lucky. And they’ve got a business that is generating revenue for them. And you’re just working like crazy on that treadmill, trying to keep up with growth, and inventory, and cash flow management; things of this nature. You didn’t slow down yet or haven’t had the opportunity to slow down and look at your packaging and maybe working with somebody like Inventus or Gembah to work on repackaging your products and your SKUs. When you do that, if the weight comes down, the pick pack and ship fees at your 3PL or at the FBA comes down and that will carry forward just like reduced cost of goods sold. So think about those aspects of it. They’re all really important. When those savings carry forward to the new owner of the business, it’s an adjustment or an add-back. We’ve all heard of the tariff wars in recent years, months, depending upon when you’re listening to this. We’ve had tariffs that have been; first they were doubled; now they’ve been cut in half. If you’re in the middle of this and your tariffs have been reduced by 50%, that savings will carry forward and you can do an adjustment on that as well. But you’ve got to have the data in order to do it. You can’t ballpark these numbers. You’ve got to have the details and the data and the numbers. You’ve got to dig deep. You’ve got to use all of the math and logic that’s at your fingertips if you’re running your business really well and really focused with data to drive the value where it should be so the buyer can take it over again and do the right thing for the buyer. And that buyer takes it over and again does something great with the business. That’s the third point; I’m sorry, sixth point of Level 3. Let’s talk briefly about an add-back schedule and what it looks like and what it does for this business. For those that have planned in to jump over to video, they can see this in a P&L format, for those that are listening, I’m going to talk through it. The example I’ve got here is it’s got a lot of add-backs in it. Let me make it crystal clear that this list I’ve got up in front of me, not every one of them is on every P&L add-back schedule. It’s kind of excessive. But the point here is to show you how many there are and what the possibilities are. In this example though, the net income, we’ve got $297,000 in this add-back example. The Level 1 add-backs between payroll, payroll taxes, health insurance, charitable donation, meals and entertainment added almost $75,000 back to the net income. At a four time multiple that’s $299,000 added to the list price. The Level 2 add-backs one time legal and professional fees, depreciation, and interest expenses added almost $21,000 back to the Seller’s Discretionary Earnings. At a four time multiple that’s $82,000. Level 3, we’ve got reduced cost of goods sold. You replaced an in-house bookkeeper, you’ve got a new e-com bookkeeper; a negative adjustment there, Mastermind joining fees, travel to events and Masterminds, and then adjustment on cost of the goods sold, cash back there; oh no this one is a cash back on your credit card. All of those total about $62,000. At a four time multiple it’s adding $247,000 to the list price of the business. Between the three different levels of add-backs; $157,000 in add-backs, we started at almost $300,000 in net income and now we’re at 157 in total add-backs, it’s $455,000. All in at a four time multiple, these add-backs; these three different level of add-backs are adding $629,000 to the list price of the business. The bottom line is when you pay more attention to the details of the business your value is going to be much, much higher. Now, what is not a legitimate add-back? These are things that people have come to the table saying, hey, can I add this back? Hey, this is a one-time expense. It’s not going to carry forward or things of this nature. And in most cases, they do carry forward or the math is really fuzzy and we can’t do an add-back. The first one is inventory stock outs; lost revenue because of it. I’ve had people that have tried to talk me into this and in one case he did talk me into it. He was an investment banker, an attorney, an MBA; a really, really bright guy. He showed me the math and the logic behind being out of stock for a particular time in the trailing 12 months and wanted to do an add-back. The reality is that with a rapidly growing business, most people are going to be out of stock at one time or another until we get better at cash flow management. And then you’re not going to be and you’re going to be able to buy more inventory and you’re not going be out of stock. But it occurs in most e-commerce businesses. So it’s not an add-back, mostly because it does happen again and because the math is speculative at least. Okay, failed advertising campaign, point number two here, new advertising is something we all do in businesses. It’s recurring and it’s simply part of doing business and it’s definitely not an add-back. The second owner salary that I talked about at level one in this case, it’s not an add-back. If combined you’re working more than 40 hours or that second owner if you’re working less than 40 combined. If they’ve got some kind of non-transferable skill, let’s say that they’ve developed the backend to your website and that’s their primary role and they’re only doing it 20 hours a week, but they’re really skilled at it. Odds are the generalist buyer is not going to have that skill set. So it’s not an add-back. And in fact, that payroll, you can do an adjustment on payroll if they’re grossly overpaid, but you’re going to have to do an adjustment in an add-back schedule showing the true cost of hiring somebody for that role after the business is sold. Recently fired essential staff is point number five. You want to let 9 to 12 months before adding back essential staff to prove that the business can be operated without them and that the trends and all the work has been separated out between new people that took over their roles. The last is I see this from some people and it’s just not the right thing to do. Recent cost cutting is not a legitimate add-back. Cost cutting critical costs to increase your Seller’s Discretionary Earnings, it’s obvious and it erodes trust. So if you’ve traditionally spent $10,000 a month on advertising over the last 24 months but in the last three, you’ve cut it to $2,000 a month and the logic for you is because you got to boost Seller’s Discretionary Earnings it’s just going to hurt the new owner of the business and that’s going to come back and bite them. And it’s not the right thing to do but these types of things; other cost cutting is critical costs, just cut them to boost your Seller’s Discretionary Earnings is definitely not an add-back. We always talk about black and white math and logic here with add-backs. There’s no magic and there’s no gray. Pushing too hard on add-backs is going to erode trust. We always talk about, again, the four pillars; the risk, growth, transferability, and documentation. Those are the Quiet Light four pillars. There’s a fifth invisible one here and maybe it’s the motor that keeps these pillars together, not a fifth pillar and that is you. That’s the person behind the business that is running it. And if you push too hard on add-backs it’s going to erode trust. And if you erode trust buyers are not going to give you the same value for the business or the deal structure is not going to be one that it could be if they trusted you. The more they trust you, the more they’re going to pay for the business and the better deal structure you’re going to get. So be a good person. Do the right thing. Run a great business. And you’re going to get more value for it. Okay, so just to wrap this up for those that are stuck with me this long, I appreciate it, know your business’ value. It’s likely your most valuable asset. More than 50% of the money you’ll ever make from your business is going to come the day that you sell it. So if you’re a buyer of a business and you’re on the hunt, these things are really, really important. You haven’t bootstrapped, you haven’t scrambled, you’re coming into the business, it’s already established, you could do some of these things and make these things a priority so that when you eventually exit your business; and everybody exits at one time or another, they don’t think they will and they say no, I’m never going to sell. You’re going to die someday; I’m sorry to tell you. So you’re going to exit your business or it’s going to exit you, outgrow you and not be sellable because of downward trend. So number one, know your business’s value. Number two, know your numbers. Review your P&L monthly; Profit & Loss statement monthly. Get the details. The best thing you can do is outsource to an e-commerce bookkeeper or let them just give you that report every month. It takes two minutes to run the report yourself. Your cost of goods sold must be on an accrual basis. If you can get freight in on an accrual basis as well, please do because the businesses are sold on an accrual basis, not a cash basis. When you spend money on inventory and you do it on a cash basis your COGS will go up and down like a seesaw and the timing of the sale of your business will hurt you or hurt the buyer. And if you’re going like crazy and you’re putting all sorts of money into inventory, it’s depressing your Seller’s Discretionary Earnings and that’s simply not the right way to do it. Review your key metrics, your churn rate, your average order value, ACOS or TACOS, your monthly recurring revenue, revenue by SKU, your inaudible [00:41:56.5]; all of these are important. Buyers are going to ask about them. The more detail you have about them, the more that knowledge is going to be conveyed, the more confidence you’re going to instill in them, and the more value you’re going to get for your business. Lastly, number three, track your perks. Personal expenses that are buried in the P&L owner benefits and we want to be able to pull those out of them. It’s important because they are legitimate owner benefits and therefore they are add-backs. Track your cash back and travel points. Travel points can be converted. These owner benefits overall can add hundreds, if not thousands of dollars of value to your business. And you’ve earned it. Get paid for it. Don’t take any shortcuts. There are no shortcuts to getting the true value for your business. Take the time and effort to review these and dig deep and by that, it’s not an hour phone call with somebody that’s trying to sell you on their ability to sell your business. I’ve got the perfect buyer for you. They just made an offer on another business. And I think they’re going to buy your business. Please don’t fall for that. You’re smarter than that. We’re here to help you understand the value of your business first and foremost. If you don’t ever sell, that’s okay. You’re getting benefit from Quiet Light Brokerage, you’re building a valuable business, you need to tell other people about it. Someday you will exit. Someday you will have somebody else that will exit and hopefully you’ll think of us. But the key here is that you’ll have a more valuable business that’s better operated. And better for who? Somebody else; the buyer, and they’re going to pay you more value for that. And someday oddly enough, I know it all comes back to selfishly Quiet Light Brokerage. Someday that buyer is going to sell their business as well. Maybe they’ll think of us. That’s our model. We want to help you first. Please take advantage of it and ask for a valuation. It’s what we do. Don’t say yeah, I’m not ready to sell. We do want to talk to you when you’re ready to sell. We want to talk to you 12 to 24 months before you’re ready to sell. Even if when you hit your target financial goal and you say you know what, I’m having fun. I want to hold on another year. Hold on to your business. You sell it when you’re ready, but plan in advance. The best thing you can do is say, I want to exit; I want to change your mindset here and then I’m going to wrap this up. Change your mindset. Instead of going, how much can I get for my business? Say I want to get X for my business and then reverse engineer your pathway to that number. And the way to do that is a business valuation with a qualified expert at Quiet Light Brokerage. Now I’m pitching, right? I got to stop it. Everything we do is online. Everything we do is in the podcast. It’s on YouTube. It’s on our website. You could do a lot of this on your own. Go to the website, go to the show notes for this and download this PDF that matches this podcast presentation. And you’re going to be able to do a lot of this on your own. If you can’t do it and you don’t want to do it, we’re here to help. There’s no cost to it. We’re going to help you with it no matter what. So reach out. And don’t forget, the most valuable asset is your business and you should pay very, very close attention to it. All right everybody thanks for listening. That wraps up this episode of the Quiet Light Podcast.


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