To sell a business with an exit plan is simply good business.  A business is a ball of energy, never sitting still but reacting and moving in different directions as the economy changes, new tools and innovations come to market, the stress and strain from competition and the ever changing demands of customers.  The challenge to succeed, feed their family, help and create happy customers and other individual motivations are what gets a business owner out of bed every morning.  It also includes the chance to do something different, learn something new, to see the rewards of hard work, to plant new ideas and watch them grow or to help someone do something they thought they may not be able to do.

If the business owner loses the hunger to learn, be the vision and leader of the business, it’s time for a change.  Because a business is so dynamic, it requires leadership.  If this doesn’t happen it will shrivel and die.  Capital, time and energy must keep moving otherwise it will slowly die and fade away.

If the business owner leading the business recognizes it is good business to plan for a change of ownership and therefore handle the change of ownership in a positive and proactive way.  If this is done, the chances of the business continuing to succeed are much greater and so are the chances of the owner getting the highest price possible.  There is a very simple reason for this.  The buyer of a business looks at and includes many things in their decision making process.  However, there are basically two ingredients, the cash flow the business generates and its potential to generate more cash flow in the future.  If either one is missing or it is unclear, the buyer will require a discount on the purchase price of the business and it will take longer to sell, if it sells.  If both are missing, it will be a business extremely difficult to sell as buyers will simply have other choices.

As the business owner works through their decision to sell the business, a critical component to help them sell successfully is to start to put into place what the business owner will move to after they sell the business.  It can be intriguing to watch older business owners’ work through the process of selling a business, handling all the negotiations and questions from the buyer and just prior to signing the documents to transfer ownership to the buyer, decide not to sell.  The reason they decide not to sell is because the appeal of cruising the world or playing golf 5 days a week or looking after the grandchildren all of a sudden doesn’t have the same appeal as going to work each day.  So a good exit plan for a business owner as its first priority is to make a clear strategy about what the business owner will do once they sell their business or what they going to move.

The next ingredient is to make sure a good team is in place to advise, guide and protect the sale of the business.  The team can include an accountant, business attorney, financial planner, lender and a business broker to market and handle all buyer inquiries about the business.  The most important ingredient to the business owner is trust.  If the business owner does not have a trusting relationship with any of the people on their team, they need to replace them.

Each business owner will have a different risk tolerance to different aspects of the transaction.  Many transactions only close if the seller agrees to provide some of the finance to close the transaction.  Third party lenders can bridge the gap between the buyer down payment and the seller note, but the seller has to be willing to be in a second position on the loan.

Each exit plan will differ for each business owner.  My golden rule is that when selling your business, put your feet in the shoes of the other party and see things from their perspective.  This is especially true for the buyer who has no history of the business, put down a sum of money they may never see again, take the emotional risk of not only being good enough to own and operate the business as well as the current owner, but learn as much as possible as quickly as possible or suffer the embarrassment of it all crashing down on them.

Related articles

• Business Owners Need An Exit Strategy (lawprofessors.typepad.com)
• Exit Planning – Leaving Your Business When You Want, To Whom You Want, With The Cash You Want (azbusinessresource.com)

Owning and operating your own business is very much a part of the American Dream.  Not everyone is qualified to live this dream but to help qualified buyers, the US Congress through the Small Business Administration (SBA) has put together a third party lending program.  The SBA itself does not lend money direct to would be entrepreneurs, rather they allow qualified banks to manage and execute loan programs that meet criteria set by the SBA who will in return, underwrite a portion of the loan to lessen the risk of the banks.  The rules are complex and change in reaction to the economy.  However, a prospective borrower needs to put their best foot forward or their loan will not be successful.  Here are 10 reasons your request for an SBA loan more than likely will be declined.

1. The SBA requires a Personal Financial Statement from each loan applicant and this document needs to show how much and where the down payment will come from to buy the business.  The SBA program requires the buyer to make a capital injection to buy the business; they will not approve a zero down loan.
2. The SBA wants loans made to citizens with a clean criminal record.  If you’ve had a drink driving offense and it goes back a few years, they will require a full explanation of what happened so they can determine whether or not they will underwrite their portion of the loan.
3. SBA loans are for a business with a positive cash flow.  With the loan application there needs to be a business model that shows the cash flow projection of the business, the price and terms of the deals.
4. If the business the buyer wants to buy includes a lease from a landlord, the SBA loan application needs to show that the landlord has approved a lease for the buyer and the lease will need to correspond to at least the length of the SBA loan.  That is, if the SBA loan is for 10 years, the lease will need to be a minimum of 10 years.
5. One of the major reasons for an SBA loan not being approved at the moment is due to the buyer having insufficient industry management experience in the industry the business being acquired is in.  If the buyer has extensive management experience but it’s not the same industry then it’s almost certain the loan will be denied.
6. The business plan and financial cash flow models need to include working capital for the buyer.  If the business purchase price is $1,000,000 but the business needs $150,000 in working capital, make sure the loan application shows where the working capital will come from.
7. When a business is listed for sale it can often be 6 months or more before a buyer comes along and makes an offer.  The SBA requires financial statements of a business to be no older than 90 days so the decision to approve a loan is based on current information.  The seller therefore needs to keep financial statements up to date if an SBA loan is part of the purchase.
8. If the buyer’s offer requires the seller to remain as a consultant to the business, the maximum period of time they will accept for the seller to be a consultant is 12 months.
9. The SBA requires that the buyer have a minimum credit score for a loan to be approved.  At the moment the score is 700 but it’s much better if the score is 720 or higher.
10. There are many banks that offer loans.  In addition to banks, there are service providers that process and underwrite loans.  Many lenders manage a book of loans often based on a mix of industries they know and have researched to help reduce and manage their risk.  As a result, your loan may be declined with one lender as they already have too many loans exposed to a particular industry or in fact, they may not want to lend in that industry.

The Boys Scouts motto is “Be prepared.”  If you plan to apply for an SBA loan, this motto will serve you well as it is not a quick process and can be drawn out if you are not organized.

Not everyone will agree but I am sure it’s closer to the truth than one might think: buying or selling a business is unlike anything else of value. To support my argument there are a number of reasons. Let’s look at some of them.

The price of a business is determined by a valuation. The rules of a valuation come from the law and then legal cases as well as the Internal Revenue Code and custom. The price for most other items of value are determined by market comparables (for example, when valuing a house), looking up a book or some online site such as Kelly Blue Book (for cars) or results from eBay or some other online service (for any item you can think of). That is, there is no legal interference with the value of any these items except a business.

When advertising to find a buyer of these items, with the exception of a business there are no rules. To be clearer, when selling any other item the owner wants the world to know it’s for sale. Regular and established advertising channels are used including online web sites, newspaper or magazine advertising, family, friends and anything else to find a buyer. Conversely, with a business, advertising is done using less familiar methods and in most cases, the advertising is obscure so family, friends, customers, employees, suppliers, landlords, lenders and others are not aware the business is for sale.

When a buyer and a seller enter into negotiations for anything except the business, it’s generally very simplistic and does not need the involvement of third parties. In contrast, negotiating a business often involves complex negotiations with sophisticated parties. These parties can include lenders, landlords, attorneys, accountants, business intermediaries or business brokers as well as hidden support for buyers and sellers such as family and friends.

When selling a business, to get the maximum price possible, normally involves a lot of work for an extended period of time. The steps the seller takes includes trying to increase revenue, recasting the financial statements to arrive at an accurate and supportable discretionary earnings of the business and repairs and upgrades to make sure the business looks the best. Items being sold other than a business can similarly be polished but there is a limit on what can be done and the amount of time to do it.

When the buyer and seller reach an agreeable point in the negotiations of a business transaction, all items must be converted to paper. One of the first items it defines is whether the business is being sold as an asset or stock sale with this single decision has many tax and legal implications. Additionally, this one decision in itself, can set off a series of negotiations or at least, in-depth discussion and analysis by both parties.

In some business transactions, the negotiations can trigger a set of different valuations to support each parties position and whether or not the transaction ultimately closes. For example, if the purchase includes real estate or a large number of physical assets or intangibles such as trademarks or copyrights or the business itself then there could be four valuations. The first is a valuation of the commercial property, the second is a machinery and equipment appraisal, the third is an intellectual property appraisal and the fourth a business valuation.

Buying and selling a business is unquestionably complex. The complexity can include the business and its different assets but added to this is the complexity of the emotions each party brings to the transaction plus the fact that it can sometimes take many months to finalize the matter adding an additional layer of complexity due to life situations happening such as health, legal, family, finance and many other items affecting the process. For a willing buyer and willing seller to eventually close the transaction, it will require patience and clear communication and normally, the help of a good business broker.

Owning, running, buying or selling a business is a major step for all entrepreneurs.  It comes with obvious financial risk which everyone understands and is one of the key focus and responsibilities all business owners.  It also prevents many would-be-entrepreneurs from starting their journey to own and operate their own business.  However, an element not all business owners understand or acknowledge is that the business ownership comes with many emotional risks that play just as an important role as the money itself.

Emotional risks constantly challenge all business owners.  The obvious one is success or failure.  For most entrepreneurs, once they come to terms with the financial risk, they must come to terms with the fact there is a possibility the business will fail.  The fear of failure links with the real concern about what to say to family and friends.

Another emotional risk which is part of an entrepreneur’s journey is handling the ups and downs which inevitably lead to burn out.  Every entrepreneur hopes there are more ups than downs and that the ups are greater and longer than the downs.  This means not only emotionally handling these situations but more importantly, building and using different tools and resources so they are available when needed.

A further emotional risk is having the self-confidence and self-belief that you have the skills, tenacity, and acumen to handle most if not all situations as they arise.  It is a given that the capitalist system goes up and unfortunately and inevitably goes down.  Each phase of the economic cycle requires using a different set of tools and approaches.  Similarly, each individual business has its ups and downs.  Generally they follow the economy but this is not always the case.  Many new businesses emerge and come to life in a recession.  A new entrepreneur sees a need or identifies a trend and takes the idea to the market.  The market embraces the idea and so the business moves forward and grows.  If the idea is strong enough, it attracts others who also embrace the idea and so competition pushes and refines the idea; another emotion an entrepreneur needs to handle.

So being an entrepreneur comes with different emotional risks.  There are many more than the ones I have identified above.  However, to help an entrepreneur understand and manage the emotional risks, it’s my suggestion that the first main action the entrepreneur puts together is a life plan.  What is a life plan?

A life plan is a very broad and simple document that answers some basic questions.  They will vary with the individual and their situation.  Part of the reason for writing your life plan is so you can share it with the important people in your life and also as a place for you to come back to on an annual basis or as needed to remind you why you decided to become an entrepreneur, including your motivations.

From my perspective, this is critical.  We often decide to do something major in life at a certain point for reasons that make sense at that time.  However, our lives are constantly evolving and changing due to many external pressures, almost all of them outside our control.  To therefore have a document to look back at and jog your memory why you decided to become an entrepreneur can also help you decide in the future if your objectives have been met and it’s therefore time to try something else in your life.

Alternatively, it can be sustaining and invigorating to remind you why you decided to become an entrepreneur and allow you to refocus on that.

Just to repeat an earlier point, it’s important to share your life plan with those who are close to you.  Don’t share it too broadly as it may become a document others judge or hold you accountable.  It’s not a document of accountability, it’s a place to keep your thoughts so you can be comfortable with the decisions you are making.

Some of the thoughts to keep in your life plan can include what’s personally important to you and what you hope being an entrepreneur will allow you to do.  If it’s to support your family and allow you to also contribute to local society, include those thoughts.  If values are important to you, what values will you bring to being an entrepreneur?  What are your priorities and how do you intend to manage those priorities when they come in conflict with other priorities?  What should happen with the business if something happens to you?

The ultimate goal of creating a life plan is so you can become at peace with your decision to become an entrepreneur.

As I’ve mentioned, our lives are constantly evolving and changing.  We adapt every day to change.  Being able to easily and readily adapt to that change will be the main ingredient to your success as an entrepreneur.  Understanding why you decided to start that journey in the first place and being able to remind yourself about this will help you make the many decisions along the way and keep you grounded.  There is also great value in keeping your life plan up to date, at least on an annual basis.  Once again, it will provide a sanctuary for your thoughts in case you have to confront a major event or changes in your life such as a serious health issue, death of a loved one, divorce, birth of a child, a major change in the economy or any other unknown situation.

Owning and operating a business is a serious matter.  However, life is about fun, making mistakes, learning, growing and moving forward.  When owning a business loses its fun and no longer seems to fit in your life plan, it should be enough to tell you that it is time to do something else.

If selling your business is an option you are considering, this link will provide a simple summary of the steps..  If you would like more information then this link will allow you to buy and download a copy of my book Successfully Sell Your Business.

Whether we are a business or an individual we need to understand ‘our tax position.’ Perhaps you are a business owner who is thinking about selling your business?  You have been doing this for many years and you have made the decision to sell and move to something new.  You are probably burned out, have a concern about your health and decided to move to a bigger and better idea.  Congratulations!

So step one is the decision to sell.

What should step two be?

Step two is to make sure you have something to go to that’s better than what you’re currently doing.  If you’re burnt out and are thinking of selling but you go to all the trouble to find a buyer of the business, get their offer and all of a sudden realize you’d sooner continue what you’re doing rather than sit on a beach or play golf 4 days a week or whatever.  So step two is to make sure you are excited about what you’re going to move to.

If selling seems the best option, step three is to get a business valuation from an independent third party.  I can’t tell you how many business owners call me and explain why they think their business is worth a certain amount of money.  After asking a series of questions I have the problem of bursting their bubble.  So if you are serious about selling, get a third party valuation.  The valuation can be an opinion of value from a business broker, accountant or other professional.  It doesn’t require an in depth appraisal where the matter may go to a court such as for a divorce or partnership dispute.

The fourth step is to talk to your tax agent or hire a professional that can let you know how much you will get to keep once the buyer pays your negotiated purchase price.  Just because the buyer offers you $1,000,000 for your business it doesn’t mean that’s what you get to keep.  There is an issue called taxes that needs to be dealt with and it can get complicated.

There are many ways it can get complicated.  Complication one starts with the legal entity of the business.  Tax write offs and tax minimization are different for a Sole Proprietor or an LLC or an S Corp and especially a C Corp.

Complication two comes into play as the buyer wants to maximize the tax benefits from his perspective which often have a negative consequence to the seller.  This complication has to be resolved for the transaction to close through the Purchase Price Allocation process.

The Purchase Price Allocation comes into play when the total purchase price is broken down into items such as inventory, goodwill, fixtures, furniture and equipment, covenant not to compete, training and other categories available that vary according to the business being sold.

For the benefit of both the buyer and the seller, it is important to recognize that the deal can fall over if agreement is not reached on the Purchase Price Allocation as there are tax consequences to each party.  Furthermore, this piece of negotiation can arise after the first set of negotiations for the purchase price and terms of the deal.  If the purchase price and terms have been protracted and tough negotiations, working through the Purchase Price Allocation can open a new source of tension.  The key point here is that there must be willingness for each party to give on the Purchase Price Allocation.  If one party refuses to budge then the transaction will most likely die.

+Andrew Rogerson

When talking about good strategies to limit the amount of tax the owners or the business has to pay, there are three issues to consider.

The first issue, which tends to be the most obvious but also the most difficult, is to encourage business owners to take advantage of solid tax planning.  The demands of owning and operating a business especially during a difficult economy does not seem to provide a good Return On Investment for the time or money it may cost to find out the best direction to go.  By avoiding good tax planning can in turn mean the business pays more than its fair share of tax at both the business and personal level and that does not make a lot of sense.

Any good tax planning strategy and therefore the second issue to consider looks at the legal structure of the business.  With the wrong legal structure, the business owners or shareholders may fail to structure the business to reduce taxes but also protect both the business and personal assets.

The final issue, which generally gets little attention, is taking advantage of the tax code.  The goal of doing this is to minimize the tax exposure of the owner and to do this by understanding the implications through Estate Plans and any potential disasters this may cause the heirs following an event which incapacitates or involves a loss of life.

If these three issues make sense, one of the services we offer is a complete assessment of the business or a Business Assessment.

A part of the Business Assessment is to look at the impacts of tax both on the business and for the individual shareholders.  In this look, we use two perspectives; one for the everyday operation of the business and shareholder compensation, and secondly, the transactional tax implications at the time of sale or close of escrow.

Within the Business Assessment, we present a tax savings and exposure illustration to each individual shareholder demonstrating the amount of money, within a range; each party is overexposed or could save.  The range given is due to a variety of planning initiatives each party will have the choice to implement, choose all the initiatives and the savings will be at the top end of the range, choose some of the initiatives and the savings will be less.

The savings are broken down into three specific categories.  First, the one-time catastrophic savings put in place with asset protection and estate planning.  Secondly, a first year savings that focuses on taking advantage of opportunities in the tax code to provide shareholders with additional compensation, fringe benefits, and retirement funding.  Finally, a first five years savings which holds the complexities of all strategies possible compounded for a five year period.

If selling the business is an event that may happen within the next three years, the Business Assessment will break down the tax imperatives of a sale and allow a discussion to understand how to minimize the taxes to pay; specific to the current legal structure of the business.

It’s worth noting; even the transfer of ownership from a parent to a child has immense tax implications let alone the actual sale of the business.  The role of the Business Assessment is to demonstrate the exposure and savings range possible with the appropriate structuring of the transaction to sell or transfer the ownership of the business.

If you would like more information about a Business Assessment including a sample report, please give me a call on 916 570-2674 or send me an email; Andrew@rogersonbusinessservices.com

+Andrew Rogerson

The obvious question to ask when you plan to sell your business is “How much of the final purchase will I get to keep?”  That seems a very fair and reasonable question.

Unfortunately, it is not a quick and simple answer.  The buyer of your business will make a final decision to buy the business based on the maximum operational cash flow they can get from the deal.  The seller has a different agenda which is to maximize the amount of the purchase they get to keep after paying all taxes.

To help the seller understand the amount of tax they may have to pay and therefore understand how much they get to keep after they pay their taxes, there is value in answering a series of questions which allows the answers to reveal themselves.

Here is a series of questions to use so the seller of a business can understand what will impact the final amount they get to keep after they pay all taxes.  The questions are not exhaustive but will allow a business owner to have a discussion with their professional tax advisor.

1. How long, in months or years, do you plan to sell the business?
2. What value or price do you expect to get from the buyer of the business?
3. How much is the annual accumulated depreciation of the business?
4. What percentage of the business do you own?
5. If the business has sold, when did the transaction close?
6. Is the purchase price all cash, or if the seller is carrying a note, how much is it?
7. How much is the buyer down payment and is this being paid by cash?
8. What is the current market value of the different assets of the business?
9. What is the type of legal entity of the business? (C-Corp, S-Corp, LLC, Partnership, etc)
10. If the business was incorporated, what was the date?
1. If the business is incorporated, what type of corporation did it start initially? (C-Corp, S-Corp, LLC, Partnership, etc)
2. If the business changed its entity, to what type did it change?  (C-Corp to S-Corp or S Corp to C Corp.)
3. If the business changed its entity when was the effective date of the change?
11. Is the business selling as a Stock or Asset sale?
12. What is the total equity (basis) in the business?
13. If asset sale, projected sale price for assets?
14. What percentage from the proceeds of the sale of the business will be divided into the following categories:
    1. Cash                                        %
    2. Tax Free                                %
    3. Taxable                                  %
    4. Tax Deferred                        %
    5. Total                             100%
    6. How much as a lump sum in cash does the owner require when the business closes escrow?

As you can see, there are lots of questions.  Your tax professional should be able to assist and explain why each question is asked.  Alternatively, please give me a call on 916 570-2674 or email me at Andrew@RogersonBusinessServices.com and I can explain how I can assist with a tax and structuring analysis report that is specific to your business and your situation.

How do I minimize the tax I pay when I sell my business? You have made the decision to sell your business.  You have decided what you will move to once the business is sold.  You have a valuation so you know what your business is worth.  You’ve looked at the business with fresh eyes and have it looking good so when a buyer comes along they will like what they see.  As they say in the Classics, you are all dressed up and ready to go or as I like to call it, you are seller strong.  That is, you know where you are going and how you want to get there.

However, there is a final piece you need to know so you can maximize the value from selling your business and this is to understand how much tax you will have to pay.  This may seem like a waste of time and money but in fact it is the opposite; and here’s why.

If you find a qualified and motivated buyer you will move into reactive mode.  That is, the buyer wants to maximize the final purchase price they will negotiate so the business generates the maximum cash flow.

Conversely, your goal as the seller is to also maximize the amount of cash flow the business will generate to you personally and you will do this by minimizing the amount of tax you have to pay.

One of the documents both the buyer and seller will each have to complete prior to closing escrow is the Purchase Price Allocation or IRS Form 8594.  This document reports to the IRS the value of the total purchase price broken down into different classes of assets.  These different classes of assets attract different rates of tax and so ultimately affect the amount of tax the seller pays and therefore gets to keep.

To help the seller minimize the amount of tax they pay, one of the services we provide is a Tax and Structuring Analysis and Report.  The title is a little long winded but it includes the following:

1. Three different pricing and/or structuring scenarios and how they affect the seller.
2. A clear explanation of each scenario so the seller understands the outcome of each option.
3. A summary of how much tax would be paid by the business and at a personal level.
4. A summary of the taxes on both the tangible and intangible assets.
5. How the asset allocation should be done when completing IRS Form 8594.
6. An explanation of how much the seller gets to keep from the sale after all business and personal taxes are paid.

So what’s the value and benefits of getting a Tax and Structuring Analysis and Report?

In simple terms, the buyer, almost without exception makes the first offer and their focus is on the total purchase price with the conditions that are important to them.  Obviously the buyer does not know how much tax you will pay if you accept their offer so if the buyer’s offer is close to what you are willing to accept, your final counter is to say you will accept the offer as long as the buyer accepts your purchase price allocation.

If you would like some more information, please email me at Andrew@RogersonBusinessServices.com and I can explain how I can assist with a Tax and Structuring Analysis Report that is specific to your business and your situation.  If you would like to see a sample, click on the following link – Sample Tax and Structuring Report

Over the years, the sale of many businesses includes a component of seller finance.  Since August 2008, a component of seller finance for privately held companies has become much more the norm as banks and third party lenders have been reluctant to lend.  It’s become important not only because the banks have reduced their amount of lending but also because the banks are now reluctant to loan as much of the purchase price.  For example, in previous years, if the buyer brought a down payment of 20 per cent the bank was willing to lend the remaining 80 per cent.

So the good old days are now behind us with the banks now preferring the buyer to bring a down payment of 20 per cent, the seller to carry a note of 20 per cent and the banks will then fund 60 per cent as long as the seller moves into second position.

This change of dynamics is making it difficult for sellers to decide if they really want to sell.  Many sellers are reluctant to carry a note because they are worried the buyer will not make that payment or the conditions of the bank or SBA loan may mean the seller only starts to receive loan payments 3 or 4 years after the transaction closes escrow.

There are downsides to seller finance but there are many upsides.  Let’s have a look at a few of them.

One of the main benefits to the seller agreeing to carry seller finance is that it delays the payment of taxes.  Selling a business at the close of escrow triggers a taxable event.  However, the tax is only due and payable when the seller receives the money.  For example, if the seller carries a note on $100,000 of the purchase price and the note is repayable at $20,000 per year for five years then the tax due is not payable until the seller receives the money each year.  And the basis of the rate of tax is on the applicable tax rate in that year; not the rate the seller pays when the business closes escrow.

A further benefit to the seller from seller finance is that the note provides a steady stream of income in the form of an annuity.  For many sellers this is attractive as they may be moving to their next venture and are yet to create a new steady stream of income.

Another benefit of seller finance is that it encourages the buyer that the seller believes in the business and with all the seller disclosures, the buyer has the ability to run the business effectively.  This morale boost can be important to buyers as they work through their decision making process.

In addition to the above, seller finance will generally pay interest on the seller note at a much higher rate that the seller can get by investing the money in a CD or some other form of interest bearing account.

When you bring all the above ideas together there is a compelling reason for the seller to fully understand Seller finance and how it would benefit the sale of a business.  In some cases, a seller may choose to get a sizable down payment from a qualified buyer and then carry a note for the rest of the purchase price.  Of course, if a seller was comfortable with this situation it would enable the deal to close escrow much quicker as the buyer does not need to apply to a third party lender for finance which can often be a 6 to 12 week process; if the loan request is approved.  At the moment, knowing a third party lender will approve a loan request is one of the biggest drawbacks affecting the closing of many business transactions.

As always, if you have questions about seller finance or more general questions about buying a business, please send an email to Andrew@RogersonBusinessServices.com

How do I know the value of my business?  The main starting point for business owners thinking of selling their business is a valuation.  Almost without exception, business owners think their business is worth much more than it really is, so a Brokers Opinion of Value helps the business owner understand the price at which the business will likely sell.

Just as importantly, it also gives me, the broker, a chance to look at the financial statements of the business to know what’s going on and ask questions a buyer will ask.  That is, the question I try to answer when putting together a valuation is “What will the buyer see?”  By asking this question, I can isolate the strengths and weaknesses of the business and provide an impartial view of the chances of the business actually selling as well as point out any potential deal killers a seller may not see.

Another reason to get a Brokers Opinion of Value is that the buyer will want to buy the business by trying to qualify for finance from an independent third party such as a bank or SBA lender.  Since August 2008, getting an SBA loan has been very difficult.  As part of the Federal stimulus plan in 2009, an allocation of money went to the SBA to try and kick start lending and the economy.  However, one of the recent changes to the SBA loan program is that for a loan to get approval, it must come with a business valuation.

The law requires an independent third party to do the valuation.  The SBA lender or the bank processing the SBA loan cannot provide this written valuation as the SBA wants to see a third-party appraise the business and that everything is independent and reasonable.

The basis for the valuation is the cash flow of the business with the SBA a cash flow lender.  The SBA is not an ‘opportunity lender’ where an entrepreneur may say “I have the best idea since sliced bread.”  That is, SBA is not in the business of assessing and evaluating new ideas, their interest is in proven business models that are generating a positive cash flow.

A further reason the SBA wants to see an appraisal is that it helps both the seller and the buyer.

n the case of the seller, it provides a reality check on the value of the business.  As I said above, many sellers have an unrealistic expectation about the value of their business.  This expectation comes with them into meetings with buyers and forms part of their decision making process making it difficult to bring the seller and buyer together and close the sale.  A valuation helps close that expectation and it also helps when the SBA says it will provide some funding but that the seller may be required to carry a note as part of the purchase price.

For example, if the seller and buyer have agreed on a $1,000,000 purchase price for the business, the buyer brings a down payment of 20%, the SBA lender will provide 70% and the seller will carry a note for 10%.  This approach to finance spreads the risk with all the parties in the transaction.

One of the extra steps I try to take is to see whether I can get a Prequalification Letter from an SBA lender.  The Prequalification Letter from the SBA lender requires them to look at the financial statements of the business and decide whether the business would meet their loan requirements.  The Prequalification Letter does not mean the SBA lender will approve the deal as they can only make that final decision when they know all the details of the buyer including their downpayment and management skills.

The SBA program is a great benefit to the US economy.  Very few, if any, countries in the world offer a similar third party lending program for small business.  Where there is no SBA program, the lending has to come from a bank or the seller, with banks generally willing to lend some money, but not take the same level of risk the SBA has been able to carry, due to its size and business model where a buyer contributes a small fee to apply for a loan.

The cost of a Brokers Opinion Of Value ranges between $500 to $750 depending on the complexity of the business.  To prepare a Brokers Opinion Of Value I would need the last three years tax returns of the business as well as the current Profit and Loss Statement.

If you would like to know the value of your business, give me a call on 916 570-2674 or send an email to Andrew@RogersonBusinessServices.com.  If you would like to see a sample Brokers Opinion Of Value, click on this link.