IBA Transaction Data Submission Workbook
Level 3 Field Definitions
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About the Business SIC Standard Industrial Classification code for the business that was sold. NAICS North American Industry Classification System code for the business that was sold. Description of Products/Services Description of the products and/or services produced or provided by the business. City/Locality City, county, or other locality where the firm conducts business. State Code(s) State or states where the firm conducts business. Full Time Employees Number of full time workers employed by the business. Part Time Employees Number of part time workers employed by the business. Years in Business Length of time in years that the company has been in business. Source of Financial Data Refers to the income statement and balance sheet data provided in subsequent sections. The available answers are:
Company Type Legal organization of the company. The available answers are:
Income Income Statement Date Date of the income statement that is the source of the year’s data, in mm/dd/yy format. Fiscal Year End Closing date of the company’s fiscal year, in mm/dd/yy format. Full Year of Data Select Yes if the income data is for an entire fiscal year. Select No if the data is for less than an entire year. Number of Months Included Select the number of months that are included in the income data. For example, if the data is for January through September, enter “9”. Sales Total invoice value of sales, minus customers’ discounts, returns, and allowances. Cost of Goods Sold Direct costs attributable to the production of the goods sold. Also called Cost of Sales. Gross Profit The difference between revenue and the cost of producing goods or providing services, before deducting overhead, payroll, taxation, and interest payments. Gross Profit = Sales – Cost of Goods Sold Depreciation & Amortization The loss in value of long-term assets. These are non-cash expenses.
Other Non-Cash Charges Expenses other than depreciation and amortization (see the preceding field) that do not require an outlay of cash. Depletion is a typical expense that would qualify for this field. Yearly Rent Total annual rent paid for the business’s facilities. Salaries Excluding Owners Compensation Salaries paid to employees. Exclude compensation paid to owners as a return on their investment. Other Operating Expenses On-going expenses not otherwise categorized above. Typical accounts and expenses:
Total Operating Expenses Total on-going expenses. Total Operating Expenses = Depreciation & Amortization + Other Non-Cash Charges + Yearly Rent + Salaries Excluding Owners Compensation + Other Operating Expenses Operating Profit Earnings from ongoing operations. Operating Profit = Gross Profit – Total Operating Expenses Owners Compensation Compensation paid to the owners of the business. Non-Business Related Expenses Expenses that did not pertain to the business, such as providing the owner with a car for personal use. Earnings Before Interest & Taxes Commonly abbreviated as EBIT. Earnings Before Interest & Taxes = Operating Profit - Owners Compensation - Non-Business Related Expenses Net Interest Income/(Expense) Interest the business received as income minus any paid on loans or notes. Income Taxes Federal and state income taxes paid by the business. Net Income Defined as follows: Net Income = Earnings Before Interest & Taxes + Net Interest Income/(Expense) - Income Taxes Assets & Liabilities
Balance Sheet Date Date of the balance sheet that is the source of the assets and liabilities data, in mm/dd/yy format. Cash & Equivalents Cash plus short-term assets that can easily be converted into cash. Cash equivalents are generally defined as highly liquid securities with maturities of less than three months. These assets can be sold easily with little or no loss of value. Trade Receivables Amounts owed by customers, prepayments to suppliers, and other similar short-term assets. Inventory Goods and materials held available in stock. Other Current Assets All short-term assets not otherwise categorized above. Total Current Assets Total short-term assets. Total Current Assets = Cash & Equivalents + Trade Receivables + Inventory + Other Current Assets Fixed Assets Long-term, tangible assets used in business activities. Also known as Property, Plant, and Equipment (PP&E). Real Estate Land along with anything permanently affixed to the land, such as buildings. Property that is fixed in location. Intangibles Assets that cannot be physically touched, such as brands, franchises, trademarks, patents, and goodwill. Other Non-Current Assets All long-term assets not otherwise categorized above. Total Long-Term Assets Defined as follows: Total Long-Term Assets = Fixed Assets + Real Estate + Intangibles + Other Non-Current Assets Total Assets Total short- and long-term assets. Total Assets = Total Current Assets + Total Long-Term Assets Long-Term Liabilities Liabilities that are not payable within one year, such as notes payable with a maturity of more than one year. Typical long-term obligations include:
Total Liabilities Total obligations owed by the business, both short- and long-term. About the Transaction Date Sale Initiated Date that the business was placed on the market and made available for purchase. Sale Date Date that the sale agreement was signed. Days on Market Total number of days that the business was on the market. Difference between Sale Date and Date Sale Initiated. Transaction Basis The buyer can either acquire the assets of the business or the stock of the company. Number of Years Owned by Seller Number of years that transpired between the sellers starting or acquiring the business and the date of sale. Asking Price Price for which the business was originally offered for sale. Total consideration (cash, liabilities assumed, etc.) excluding real estate and receivables. Sale Price Total consideration (cash, liabilities assumed, etc.) excluding the amount paid for any real estate acquired and the market value of any assumed receivables. Down Payment Amount of sale price paid in cash at the time of the transaction. The cash the seller receives at closing. Real Estate The price paid for any real estate acquired in the transaction. Assumed Receivables at Market Value The market value of any receivables assumed in the transaction. Market value is defined as the amount that could be collected in a reasonable time period. Comments Any additional comments you may have about the transaction. These comments are optional. Values Included in Sale Price
Source of Reported Data Select the source of the data reported in this section of the worksheet. If there was a purchase price allocation for the transaction, select Purchase Price Allocation from the drop down list, then use the values from the allocation to complete this section. If there was no purchase price allocation, select Balance Sheet if one is available and use it as your data source. If neither an allocation or a balance sheet are available, select Other. Inventory The value assigned in the sale price to inventory. Fixed Assets (FF&E) The value assigned in the sale price to fixed assets. Intangibles The value assigned in the sale price to intangible assets other than imputed goodwill. Imputed Goodwill The value assigned in the sale price to goodwill. Other Assets The value assigned in the sale price to other assets. Total Assets The total value assigned in the sale price to assets. Total Assets = Inventory + Fixed (FF&E) + Intangibles + Imputed Goodwill + Real Estate + Other Assets Payables The value assigned in the sale price to payables. Notes Assumed The value assigned in the sale price to notes assumed. Other Liabilities The value assigned in the sale price to other liabilities. Total Liabilities The total value assigned to liabilities. Total Liabilities = Payables + Notes Assumed + Other Liabilities Employment or Consulting Agreement The value assigned in the sale price to an employment and consulting agreement. Noncompete Clause The value assigned in the sale price to a noncompete clause. Other Contracts The value assigned in the sale price to other contracts. Adjustments The value assigned in the sale price to adjustments. Total Other The total value assigned to contracts and adjustments. Total Other = Employ/Consult + Noncompete + Other Contracts + Adjustments Total Value The total value assigned to all items. Total Value = Total Assets + Total Liabilities + Total Other Total Value = Sale Price TRUE if Total Value equals Sale Price. FALSE if it does not. Total Value should equal Sale Price. Contracts Seller's Note Included in Sale Select Yes if a seller’s note was part of the transaction financing. Select No if the financing did not include a seller’s note. Personal Guarantee Answer this question if a seller’s note was part of the transaction financing. Select Yes if the note had a personal guarantee. Select No if it did not. Note Amount Answer this question if a seller’s note was part of the transaction financing. Enter the value of the note. Term in Months Answer this question if a seller’s note was part of the transaction financing. Enter the duration of the note in months. Interest Rate Answer this question if a seller’s note was part of the transaction financing. Enter the interest rate on the note. Description of Note Answer this question if a seller’s note was part of the transaction financing. Describe the details of the note, such as whether there was a balloon payment, etc. Employment or Consulting Agreement Select Yes if an employment or consulting agreement was included in the transaction. Select No if the transaction did not include such an agreement. Description of Agreement Answer this question if an employment or consulting agreement was included in the transaction. Enter a description of the agreement. Assumed Leases Select Yes if the buyers assumed any existing leases. Select No if they did not. Number of Months Remaining Answer this question if the buyers assumed any existing leases. Enter the total number of months remaining on the assumed lease(s). Description of Leases Answer this question if the buyers assumed any existing leases. Describe of the terms of the lease(s). Noncompete Clause Select Yes if the transaction included a noncompete clause. Select No if it did not. Length in Months Answer this question if the transaction included a noncompete clause. Enter the duration of the noncompete clause measured in months. |
