Please refer to the glossary items below to familiarize with common terms used in mergers & acquisitions. 

Money owed to a business for merchandise or services sold on open account.

An accounting procedure that gradually reduces the cost value of a limited life or intangible asset through periodic charges to income.

An investor who provide capital for business start-up.

A document that shows financial market value for a business entity. It will be prepared by a third party firm certified to perform valuations and will show substantiation for the value stated.

A person who assists buyers and sellers in the business transfer process. Other common names are business transfer specialist, business broker, Investment Banker, Merger & Acquisition agent and business consultant.

What a business owner wants to base his business sale price on. In actuality, it is one of the main reasons a buyer chooses a particular business.

In the realm of small business transfer, it is financing provided to a buyer based on a company’s assets and the buyer’s collateral.

Certified Public Accountant

A document that settles or describes the terms of a business transfer in a final and conclusive form.

Amortization of fixed assets, such as plant and equipment, so as to allocate the cost over their depreciable life. Depreciation decreases taxable income but does not reduce cash.

The research performed by a buyer on the company they have intent to purchase. Due diligence includes items such as review of financial statement, analyzing aging reports and speaking with vendors.

A method of a seller note that is based on the company’s sales and/or earnings by the new buyer. The company’s sales and/or earnings must meet a predefined level for the seller to receive full payment of the earn-out.

Earnings before interest, taxes, depreciation and amortization.

A company used as an intermediary to perform all the legal background checks, title and lien searches and other items. They are also responsible for housing the escrow deposit that is supplied with a letter of intent of Offer to Purchase. In addition, they act as the transfer agent for the monies that come from a buyer and/or loan source to the seller.

Money that is given by a prospective buyer with an Offer to Purchase or Letter of Intent to show good faith to a seller. If the company is sold, it also acts as a down payment.

A form required by SBA from the seller, which is used to obtain a certified copy of the company’s tax returns for verification purposes.

Furniture, equipment, property fixtures owned by a company. This is everything that a buyer can fell, touch and see.

The highest price that a willing and able buyer will pay for a company

Preliminary agreement between two parties that intend to enter into a business transfer. This letter is often followed by an Offer to Purchase or Definitive Agreement.

This is the profit of a company that is calculated by subtracting the total expenses from the total sales. This is the amount that taxes are calculated from.

Legal contract used to purchase a business.

Personal expenses tat a business owner pays through the business. This is one of the main benefits of owning a small business.

The portion of the sale price that is not paid to the owner at closing. In essence, the seller is “loaning” the buyer that amount since the buyer will pay installments to the seller on that portion.

This figure is determined by adding to EBITDA, owner’s salary, owner perks (non-business related expenses) and non- recurring expenses. When determined the market value of a small company ODCF is more commonly used than EBITDA, since most small businesses afford a monetary benefit to the owner, which can limited to EBITDA. ODCF is also known as Adjusted EBITDA.

Profit and loss statement or Income Statement. This document provides a summary of a company’s sales, expenses and net income over a stated period of time.

Small Business Administration 

The portion of the sale price that is not paid to the owner at closing. In essence, the seller is “loaning” the buyer that amount since the buyer will pay installments to the seller on that portion.

Funds invested in a company’s cash. Working capital finances the cash conversion cycle of a business – the time required to convert raw materials info finished goods, finished goods into sales, and accounts receivables into cash.