The SBA 7(A) program helps small entrepreneurs start or expand their businesses with loans through bank and non-bank lending institutions. Previously the loans only allowed a maximum of $250,000 in intangibles (including goodwill) to be financed. However, under the revised rules, it is now possible to finance any amount of goodwill (even up to this program’s lending limit of $2,000,000), as long as at least 25 percent equity exists in borrower down payment and/or seller stand-by financing.

There is more good news, in that the SBA has temporarily increased its guarantee from 75 percent to 90 percent of the total loan amount, and currently waives the guarantee fee (2.6 percent of the loan amount) charged to borrowers.
For buyers and sellers of a business that want to use an SBA 7(A) loan, it is important to keep in mind that each bank will likely have their own criteria and means it is necessary to contact your bank to determine its specific approach. Some good talking points to help you though include:

1. Cash flow. Remember, SBA loans are cash flow loans, that is, the business must be generating a positive cash flow. Each bank will assess the company’s loan repayment ability using the Debt Service Coverage Ratio (cash available for debt service divided by cash required for debt service). Banks will usually deny a loan if revenues have declined in recent years, although they may make an exception if the company can demonstrate a current stabilization or growth trend.
2. Buyer downpayment. In general terms, a lender will want to see the buyer provide about 20 percent down payment to buy the business. A buyer could then finance the remaining 80% with a combination of the seller carrying a note of say 15% and bank finance of 65%. The buyer downpayment could come from sources such as family gifts, a tax-free rollover of a 401(k) or IRA, or home equity line of credit (as long as the buyer has an additional, unrelated income stream large enough to feasibly pay off the debt). A bank may also accept a seller’s note on full standby, which means the seller agrees to forgo any payments until the senior bank debt gets paid in full.
3. Buyer management expertise. The lender will expect a potential buyer to have extensive and relevant ownership or management experience. In 2007 the SBA did some research to see why businesses were failing with an SBA loan and they found one of the main reasons was a lack of management experience in the industry the business was operating. The lender may waive this in the case of an established franchise, as long as the company is not in the hotel/motel, restaurant, or construction industry.
4. Collateral. The requirement for collateral varies with a bank as does any specific minimum coverage. However, where it is available helps the buyer’s loan application position. Most lenders also favor deals where real estate is available.
5. Buyer credit and legal history. A FICO score of at least 650 is typically required and often higher, that is, 680. A buyer also needs to have a relatively clear legal history.
6. Loan amounts. Although the SBA currently limits loan amounts to $2,000,000 for non-real estate transactions (and up to $5,000,000 for 100 percent real estate deals), it is possible to combine SBA financing with other payment options to accommodate proposals with larger financing requirements. For instance, you can use current asset-based lending or seller financing for this purpose.

 The temporary provisions may only extend through the end of 2010, but Congress is expected to raise the overall guarantee limit to $5,000,000 (with up to a 90 percent guarantee.) In addition, the SBA 504 program limits for 100 percent real estate transactions may increase to $14,000,000.

First, it’s rarely as simple as closing the door and handing the key back to the landlord. If your business has a lease you obviously need to discuss the situation with the landlord. If you have a good relationship and feel you can handle it on your own to save hiring help, take care as you handle the issue. Bear in mind the landlord is no different to you. They lease the real estate to make money. If you close the doors, they need to find a replacement for you which may take time to achieve. This can be a talking point with the landlord as you may be able to bring a tenant to replace you. If this is the case, make sure this is correct as the landlord may become frustrated if the person changes their mind. Similarly, the landlord is not required to accept the person you bring so be aware the landlord has options.

Second, and this is the main reason for this article, some businesses are cash poor and so are struggling to keep their doors open. That is, they are unable to generate enough sales to produce the profit that allows them to keep their doors open. However, some of these businesses are rich in assets. If this is the case, a real option is to manage down the assets to either keep the business going or get the best price possible for the assets. Here are some suggested strategies.

If the business has a lot of excess inventory but limited cash, move the excess inventory. This means going through each piece of inventory to make sure it’s in good condition. If its condition is questionable, discount it but get it sold. Better to have a few dollars in the business and free up some space than have it sit around and collect dust. This is especially true if the business is paying to store any inventory as costs can be reduced by eliminating unnecessary storage space.

Most buyers are interested in two things when buying a business; cash flow to service debt and provide an income to sustain the buyer’s lifestyle and potential. Buyers are not excited about buying a business and managing it down to a smaller business. If you own a business that is challenged by cash flow and limited potential, your buyer may be someone in the industry who is looking to add the assets of your business to their business and therefore take you out as a competitor. These buyers can be harder to find and they are almost always only motivated by paying as low a price as possible.

The first option is to take a real assessment of where you are at. One of the best ways of doing this is to talk with your accountant. Make sure your accountant is not simply filing your tax return to meet compliance but actually helps you look behind the numbers and understand how your business is performing.
What do you need to know?

Most business owners understand their gross sales. Some are adept at using this number to explain the success of their business. For example, have you spoken to a business owner that said “Sales are up 20% on this time last year.” They say this with great pride but that doesn’t tell the full story.
Some business owners can tell you the net profit of the business. Net profit is simply what they pay taxes on or gross sales less cost of goods less expenses. Some business owners like to say “Our bottom line was up 10% compared to last year.” This is good news but that doesn’t tell the full story.

A few business owners can get into their financial statements and understand what’s happening in their business. For this business owner it’s the Profit and Loss Statement. If they prepare this document themselves they know what’s going on, but most business owners have a resource such as a family member or at least a book-keeper to handle these details for them. However, that leads to a couple of points. The first point is that theft in small businesses, due to the recession, is at its highest in many years as the person handling the books is able to cook the books by stealing funds which the owner doesn’t know about. They can steal funds through a false invoice or buying certain goods, have the business pay for them and then take the goods back and get a refund and keep the money. There are many creative ways for someone to find money if they want to. So how does a business owner protect themselves? One of the ways is for the business owner to do a line by line check of the profit and loss statement at least on a monthly basis. Any item that appears and the owner can’t remember what the expense was for can be challenged to find an acceptable answer. It can then be wise to do random tests to make sure all expenses can be verified such as checking to make sure that new computer the sales person needed is still around or that special order of inventory was needed and did arrive etc. Testing the monthly profit and loss followed up with random checks creates good discipline and helps the owner stay on top of the critical aspect of the business but this doesn’t tell the full story of the financial health of the business.

The health of the business is really revealed by working with the Profit and Loss Statement and the owner that can read and understand the Balance Sheet. The balance sheet is the place that explains how the money coming into and going out of the business was used. It shows what’s owed and it shows what the business owns (or the assets of the business). It reveals the owner draw and investments and basic information about the Accounts Receivables and Accounts Payable and how they are tracking. If Accounts Receivables are growing then Accounts Payable may also grow but they should keep their ratio’s consistent.
If a business owner can understand a healthy balance sheet they are well on their way to maintaining and growing a successful business. Understanding a balance sheet doesn’t mean you need to become a CPA. It means you need to ask questions until you “get it.” Most business owners shy away from understanding the balance sheet as it’s too confusing. However, if you ask the same question month after month it will eventually makes sense.

The first area to look at is the financial statements of the business.  The first and most readily used is the Profit and Loss Statement as it shows the income and expenses of the business with hopefully the income greater than the expenses.  Just as important, however, is the Balance Sheet as this document shows the wealth of the business.  With an up to date profit and loss statement and balance sheet, a trained business appraiser can then calculate what the owner of the business could expect to get if they decided to sell it on the market.

In addition to the financial statements, the next performance area to measure and manage can be simple business metrics that include the number of incoming calls to the business (and this can be broken down into times of day if call volume is an important metric,) the number of hits to the website, volume of email, volume of faxes and volume of orders placed on-line (if important.)  Depending on the business, the total number of orders placed and/or the number of orders placed by each sales person.  In simple terms, sales can generally be easily measured.   It’s important that the sales team is clear on sales targets and agree how they are to be measured.  Sales people are motivated by getting results.  Make sure the results are measured accurately, consistently and fairly or sales people will become de-motivated; which is obviously the complete opposite from what you want to do.  It’s important to start by building Key Performance Metrics for your business.  Don’t be afraid to change and add other metrics as they are normally easy to isolate and therefore count.

Make sure all metrics are counted monthly and as many data points shared with everyone in the business as possible.  Celebrate successes and ask the team for suggestions when the performance isn’t acceptable.

The next aspect to a Performance Plan for the business and something not always done is an annual performance review.  There are different approaches to this topic; some are personal preference.  For example, some businesses tend to link the annual performance review to also a salary review.  My preferred strategy is not to link them.  My reason for this is that I don’t think they are linked.  Compensating someone on performance is important.  However, the good performance of one person does not always mean the business can afford to pay as collectively the business may not be performing well enough.  The argument goes that incentives should include as many workers as possible so if they are successful so too will the business, but you can have a top performing employee that is bring in the best sales for the business but his demeanor or attitude to co-workers may not be acceptable.  Therefore, how do you financially reward a top performer during a meeting and then point out behavior or communication problems.  Rewarding people for sales is great however, you will lose any goodwill from acknowledging and rewarding great sales and then bringing up negative issues.

If the performance of each employee is measured with an Annual Performance Review an extension of that is to include feedback from the co-workers at the same level as the employee.  This is called a Peer performance review.  It can be controversial as someone may choose to denigrate the performance of a co-worker they don’t like.  So there are risks.  However, it can provide constructive results if managed correctly.

A best practice for a Performance Review is asking an employee that reports to a manager their opinion on the performance of the manager and how the manager could do things better.  This is called a Management Review.  Once again this approach can have a downside but it can enable a business to grow and be internally stronger if open and honest communication is part of the business culture.

The final item to consider is your performance as the business owner.  Not every owner has the time or desire to put such a process in place, but if you want your business to grow and have a healthy business environment I think it’s one of the best means to enhance the success of the business.  Depending on the size of the business, the Owner Performance Review can be done by hiring an outside consultant.   An alternative suggestion is to do it by anonymous survey but this approach reduces the effectiveness as it restricts the answers that can be given and doesn’t allow an exchange to clarify things.

There is a business axiom that says “If you can’t measure it, you can’t manage it.”  The Performance of a business can mean the difference between success and failure.  Most businesses do not fail overnight.  They decline gradually, with often the decline picking up steam towards the end.  A good Performance Plan will provide warnings that if measured and managed will allow corrective action to be taken in time.

Part 11 of this article series, explains the importance of a Disaster Recovery Plan.  Most businesses don’t have the time to put this together.  That can be a mistake and this article explains why.

The Senate and the House have both passed various versions of the following improvements to the Small Business Admin 7a and 504 loan programs. This is a very good thing for Small Business, Entrepreneurs, Banks and Business Brokers and Developers. There is something for everyone in this Senate Bill outlines below. It still needs to be signed into law and the SBA needs to make their official guidelines public, but this should be what is coming.

Senate Bill 2869 contains several critical provisions to bolster SBA assistance to America’s nearly 30 million small businesses and aspiring entrepreneurs. Specifically, the bill would:
• Increase the loan limit on 7(a) loans from $2 million to $5 million;
• Increase the loan limit on 504 loans from $1.5 million to $5.5 million;
• Increase the loan limit on microloans from $35,000 to $50,000 and increase the maximum loan made to a microloan intermediary from $3.5 million to $5 million;
• Allow the 504 loan program to refinance short-term commercial real estate debt into, long-term, fixed rate loans;
• Extend the authorization to provide 90 percent guarantees on 7(a) loans and fee elimination for borrowers on 7(a) and 504 loans through December 31, 2010; and
• Direct the SBA to create a website where small businesses can identify lenders in their communities.

1. Vision

One of the first attributes of all successful entrepreneurs is having a clear vision. The evidence of that is easy to see from the most successful companies – Microsoft, Berkshire Hathaway, Johnson and Johnson, and so it goes on. If you’re an existing entrepreneur, what made you start the journey of being a business owner? Make sure you haven’t moved away from that. If you have, find it again and re-focus your long term goals.

2. Plan

When was the last time you revisited your business plan, sales and marketing plan, communication plan and productivity plan. Too many plans? Most businesses take seven to 10 years to be “successful.” Success is not an overnight event. It may arrive quickly but it may arrive quickly because of the blood, sweat and tears it took to get there.

3. Keep it real

… and in perspective. It’s not your imagination that sales are down, customers don’t seem as happy as they used to be, employees are worried but as an entrepreneur “keep it real” till the dust settles and you can get back to it.

4. People

I would suggest that no entrepreneur has been successful on their own. It would be equally true, that all successful entrepreneurs developed to a very high degree, the ability to communicate and inspire a team that they led. I would suggest this is even truer today because of the many layers to running a successful business. The many layers of legal, accounting, sales, marketing and technology prevent one person from doing them all. However, they do not prevent one person from hiring the brightest and best and building them into a powerful team.

5. No is a word – not a destination

Keep looking for people to buy your product or service. In a challenged economy they will be less and you are going to have to ask more people to get a yes. That’s what sales is all about so keep selling.

And probably the one trait you will see on all the lists is – never give up.

If you are thinking of becoming a business owner but are not sure where to start, you have three options. Option one is to start your own business, option two is to buy an existing business or option three is to buy the rights to a local franchise. Each option comes with different variables. If you would like to read and understand what’s involved with each option, I have written a book on each option available from my website – www.Andrew-Rogerson.com.

On October 21, 2009, President Obama announced steps that the administration is taking to expand access to capital for small businesses. Senate Bill 1832 was introduced by Senator Mary Landrieu to implement the administration’s initiatives.

HIGHLIGHTS OF THE PROPOSED LEGISLATION INCLUDE:
• Increasing maximum 7(a) loan size to $5 million
• Increasing maximum 504 sizes to $5 million (non-mfg) and $5.5 million (mfg)
• Increasing maximum guarantee dollars to one applicant/affiliates to $4.5 million
• Extending 90% maximum 7(a) guarantee percentage through 10/1/2010
• Extending ARC Loan relief to existing SBA loans
• Increasing the maximum microloan loan size from $35,000 to $50,000

If enacted, the proposed legislation aims to stimulate SBA lending by:
• Extending the popular 90% guarantee for lenders
• Increasing the # of projects that can be financed with higher loan amounts
• Making extra guaranty funds available to those who have maxed-out their SBA guarantee allocations.

In addition, the SBA is also proposing an increase to the existing SBA size standards that will coordinate with the increased loan amounts pending in Congress.

This is the first comprehensive review of the SBA’s size standards in more than 25 years. The SBA press release regarding the new size standards can be found on the government’s Small Business Administration website www.SBA.gov.

The number two reason is that finance is not available.

For obvious reasons, a seller prefers cash. Tom West of Business Brokerage Press is a writer and analyst on small business transactions. According to West, his research has shown that sellers receive a significantly higher purchase price if they decide to accept terms or carry a seller’s note and that, on average, a seller who sells for all cash receives 69.9 percent of the asking price whereas if the seller is willing to carry some of the finance, the selling price will increase by 15.8%. For example, if a business is listed for $150,000, and the seller who is willing to carry some finance, they will receive approximately $24,000 more than the seller who is asking for all cash.

Applying the above but instead of looking at selling price but gross sales, West has found that a seller who asks for cash receives, on average, a purchase price of 36 percent of annual sales; compared to the seller accepting terms, who receives an average of 42 percent of annual sales.

To close this gap, seller financing can be the only solution which has more upside for the seller than they first may consider.

Apart from the benefit of the seller receiving interest on the note, the number one upside benefit for the seller is that tax is not paid on the money they receive from the buyer until it’s received. An accountant can break the tax position down in more detail but if the seller can delay paying taxes that’s a big plus.
The number two upside is that the seller can sell the note if there is an urgent need to obtain more cash. The note is bought for a discount on the face value of the note with the discount depending on different variables but include the length of time before the note is paid in full, the credit worthiness of the buyer and the history of buyer payments on the note. If the note is being cashed two years after the note was started and the buyer has been making note payments on time, this will help the seller get more for the note as the buyer has showed a capacity to pay it.
In addition to the financial reasons covered above, there are other reasons for a seller to offer seller finance. These include:

1. The chances of the business selling increase greatly.
2. It will attract a higher offer from the buyer than a cash offer because the buyer can repay the note from the earnings of the business.
3. It provides confidence to the buyer that the seller is prepared to “stand behind” the financial earnings of the business and the future success of the business including the buyer.
4. Interest rates on money on deposit with the bank are at their lowest rate in many years. Reasonable interest rates on a seller-financed deal will add significantly to the actual selling price.
5. With interest rates currently the lowest in years, sellers can get a much higher rate from a buyer than they can get from any financial institution.
6. There are tax benefits to the seller when accepting terms rather than those of an all-cash sale.

With all the positives, one of the greatest concerns of the seller is whether or not the buyer will be successful. However, if the buyer puts down a substantial deposit, the seller sees the buyer has strong motivation to succeed and will commit to the ongoing success of the business.

It is often difficult if not impossible for a buyer and seller to negotiate seller financing on their own. This is not only because of the emotions in the deal from each party but also due to the many ways to structure a seller-financed sale.
Your business broker with their professional skills can be of help by recommending a variety of payment plans that, in many cases, can mean the difference between a successful transaction and one that is not. Seller financing is a positive tool in a transaction as it creates a win/win scenario for both buyer and seller; and that’s what inevitably leads to the successful conclusion of any transaction.

Buying or selling any item of value must be done properly so the value of the asset is protected. Using the services of a professional intermediary to guide you through the process and protecting your investment is good business.

Business sales are still taking place with sellers capturing attractive prices and favorable terms, when the deal is structured properly. 

Look at the buyer’s credibility
Of course, you want to find the best buyer possible. Whether it’s an individual, another company or a Private Equity Group, look for a potential buyer with business acumen, significant assets to pledge as collateral or a committed fund, as well as demonstrated success.

With a proven, credible buyer at the negotiating table, lenders are more likely to support the transaction. 

Expect some seller financing
Oftentimes during a tight economy sellers must share the risks with the buyer and the lender in order to achieve the highest value.

In many instances the value of a successful business is greater than the fixed assets. In today’s tight lending environment, a seller can still get a strong value for the business, but the seller may need to finance more of the purchase price than before. Regardless of the capital structure or finance considerations, professionally crafted and creative deal structure is the key during a difficult economy.

Typically, seller financing has been somewhere between five percent and 15 percent. With the current lending climate, seller financing may approach 15 percent to 25 percent amortized over 10 years with a balloon payment between three years and five years.

After the buyer has proven themselves in the business and shown that the debt payments will be made, the lender will generally refinance the seller’s note. As a result, the seller receives full payment within three years to five years and the lender gets to loan more funds to a demonstrated lower-risk borrower.

While the economy has put a crunch on available financing, it has not had a dramatic impact on the number of potential buyers. With the right structure, deals are still getting done across the U.S.

If you have a question about selling or buying your business, give Andrew a call today at (916) 570 2674. 

This article is reprinted as a courtesy of the International Business Brokers Association^® (IBBA.) IBBA is the largest international, non-profit association operating exclusively for the benefit of people and firms engaged in the various aspects of a business brokerage and mergers and acquisitions. IBBA^® has 1,950 members worldwide, with corporate headquarters in Chicago, Illinois.