The 3 Most Critical Issues in Buying or Selling a Business

Posted on April 7, 2020 by William Bruce

As a business broker with offices in Fairhope, Alabama and Baton Rouge, Louisiana, I’m often asked what the top critical issues are in buying or selling a business. If the top three issues discussed below in the sale or purchase of a business are not properly addressed, then there is a good chance the transaction will fail.

So to get to the core of the question, these are in my opinion the top three issues involved in buying or selling a business:

1. Critical Issue #1: Confidentiality

Confidentiality is critical to the successful transfer of a business. If word gets out that a business is for sale, several things start happening and none of them are good for the seller or buyer of the business. First, key employees start looking for other jobs, fearing that a new owner may not retain them. In the uncertainty, customers may begin shopping elsewhere. Suppliers get nervous. Competitors can take advantage of the situation.

This is why a prospective business buyer will be asked to sign a non-disclosure confidentiality agreement early in the process of looking at a possible business acquisition. In this agreement, the potential buyer confirms that he/she will not disclose the fact that the business is for sale except to professional advisors.

If you show that you take the need for confidentiality seriously, you will be regarded as the professional that you are.

2. Critical Issue #2: Valuation

Nothing causes the buyers and sellers of businesses more anxiety than the issue of valuation. The question of selling price haunts both parties. The seller doesn’t want to price his business too low and “leave money on the table.” On the other hand, the buyer of the business is afraid he’ll pay too much and not get the best possible price.

Formal, fully documented business appraisals are now readily available. In addition, there are rules of thumb guidelines that can be used to quickly estimate the value of a business. As just one example, we know that a full service restaurant with a liquor license is worth about 30% of its annual gross revenue as an ongoing business. This assumes – big assumption – that the business is earning the average bottom line profit for its peer group.

There are rules of thumb guidelines for almost all categories of business from ice cream stands to manufacturing plants. But again, these guidelines provide only quick estimates. And written, fully documented business appraisals are now done by several respected national firms at a cost similar to real estate appraisals.

3. Critical Issue #3: Financing

Financing is always a concern, as hardly any business buyer has the financial capacity to write a check for the purchase price of a business. If they did, they would most likely be living off of investment income rather than buying a business.

These are five possible sources for business acquisition loans:

BANKS – Although most people seeking a loan to buy a business will think first of a traditional bank loan, I can tell you from years of business brokerage experience that banks generally do not make business acquisition loans. There are exceptions but they’re rare.

SBA – The SBA, through its approved lenders, provides business acquisition loans. The SBA does not make direct loans, but rather guarantees a portion of the loan that is made by the approved lender. It’s known as the SBA 7(a) program. Wells Fargo Bank is currently the top volume SBA lender nationally.

The SBA route for a business acquisition loan is sometimes frustrating because of the time and detail that is involved. However, keep in mind that the SBA will approve loans that others have turned down and will usually approve them with a smaller down payment. In most cases, it’s worth the wait.

FAMILY – Many times the older generation in a family will loan the down payment or the entire amount needed to a promising member of the family’s younger generation. If your family is willing to loan you the money, one word of advice is in order. Have a very clear understanding as to how the debt is to be handled and put it in writing in the form of a legal note.

THE SELLER – In a significant percentage of the business transfers that I handle as a business broker, the owner of the business finances a portion of the purchase price for the buyer. Some sellers cannot offer owner financing for a variety of reasons, but when they can, it conveniently solves the problem of financing.

The fact that the business owner is willing to finance the sale of his company provides more than a convenient finance plan. More importantly, it provides a strong validation of the owner’s belief that the business will support the owner and earn enough cash to pay back the loan. You can’t get any better recommendation on the business than this.

The normal down payment for owner financing ranges generally from around 30% to 50% of the purchase price of the business. Interest rates are generally market driven but there is more flexibility here than in other forms of financing.

401(K) FUNDS AND IRA ACCOUNTS – The use of these funds to buy a business, without tax penalty, is a fairly recent development. Several national CPA and attorney groups have developed a plan, approved by the IRS, which allows you to use your funds for business acquisition. There are legal and accounting fees involved, but they are a small fraction of the tax penalty that would be assessed for cashing in these accounts early.

The above five sources of financing are not exclusive to each other. I recently handled a transaction in which three of the five sources were used to buy the business.

It’s called creativity!

To order our complimentary 62-page booklet entitled “How to Buy a Business in a Safe and Organized Way,” please see the ordering information on the upper right area of this page.

If I can assist you with any considerations involved in the valuation and transfer of ownership, please don’t hesitate to email or call me.

For further reading, here are additional related articles:

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership. He currently serves as president of the American Business Brokers Association. His practice includes consulting services nationally on issues of business valuation and transfer. With offices in Fairhope, Alabama and Baton Rouge, Louisiana, he may be reached at (251) 990-5934 (Fairhope), 225-465-5799 (Baton Rouge) or by email at Will@WilliamBruce.org.

Posted in Business Valuation & Appraisal, Valuing, Buying or Selling a Business | Tagged 401(k) used for business purchase, American Business Brokers Association, business acquisition loan, business appraisal valuation, business broker, buying a business, IRA 401k used for buying a business, SBA 7a, SBA loan, selling a business, Small Business Administration, Sunbelt Business Brokers, Wells Fargo, William Bruce Business Broker | 19 Comments

Who Will Buy Your Family Business?

Posted on September 20, 2021 by William Bruce

Who will be potential buyers for your family business?

As a business broker and valuation specialist, I’m often asked about the issues involved in selling a family business.

Ideally, family business owners should start planning for ownership transition well before the event. One of the first steps in planning an exit is to understand who the potential buyers might be and the different characteristics of these buyers.

Here, we will briefly discuss both internal and external sales of the family business.

Internal Sale

In an internal sale of a family business, the buyers are likely to be family members of the next generation or possibly family members in combination with key non-family employees.

Various financing options may be employed by the buyers of the business including seller financing after an acceptable down payment. Many times the older generation in a family business will finance the sale of the business to a promising member(s) of the younger generation. When this option is employed, a word of advice is in order. Have a very clear understanding as to how the debt is to be handled and put it in writing in the form of a legal note and security agreement.

Bank loans guaranteed by the Small Business Administration (SBA) may also be available for around 75 to 85 percent of the appraised value of the business. If the business is of sufficient size, an Employee Stock Option Purchase (ESOP) plan might be an attractive option with tax advantages.

External Sale

External buyers of family businesses may come from several distinctively different categories. But most will fit into one of the following three descriptions

Job Buyers

These buyers will be individuals who are essentially buying a job for themselves. This buyer will usually be looking for a small to medium-size business. Buyers will have the financial ability to make a down payment of 15 to 30 percent of the acquisition cost of the business and will have a sufficient credit rating to obtain financing for the balance.

The financing will most likely be an SBA 7(a) guaranteed business acquisition loan amortized over 10 years, or 15 years if real estate is part of the purchase price of the business. The key for this buyer is that (1) the business must be able to pay the new owner a decent salary and, (2) then make the monthly payments on the business acquisition loan. This allows the buyer to make living from the business while he/she builds equity in the entity.

If your business has enough cash flow for both of these obligations, then you have a good chance of selling your family business to a buyer from this category.

Financial Buyers

Financial buyers are generally looking for somewhat larger businesses than the above-described buyer. Buyers who fall into this category will include private equity groups and other sophisticated investors. Most of the time, these buyers will not be owner-operators of the business, but rather will retain the current management of the business or send in a management team.

The buyer is investing for the projected financial returns. They will usually have a plan for significantly growing the business which may include such things as additional capital investment, specific management talent, adding products and services, and expanding the market geography of the business.

The plan will usually include an exit strategy after the growth and improvements have been realized. This time frame is typically three to seven years.

These buyers may employ various sophisticated financing options for the initial purchase of the business.

Strategic Buyers

Strategic buyers usually are firms that are already operating in the industry of the potential acquisition. They may be looking to increase their geographic footprint into new areas, and they may also be looking for the economies of scale usually found in such opportunities.

A strategic buyer can be either a horizontal or vertical player in the industry looking to realize specific synergies that the acquisition will create.

Financing for these buyers is varied and sometimes includes an earnout component in which the seller is paid over time according to specified financial benchmarks being achieved by the new owner.

In Summary

Depending on the size and type of your family business and your goals, you may have interested buyers from several of these categories. Our firm is experienced in dealing with all types of buyers.

If you think we might be of service in planning or executing the transfer of your family business, please don’t hesitate to contact us.

For our article discussing the top three issues involved in the sale or purchase of a business, please click here. And to review our article on how to quickly estimate the value of a business by using rules-of-thumb, please follow this link.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership. He currently serves as president of the American Business Brokers Association. His practice includes consulting services nationally on issues of business valuation and transfer. He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.

Posted in Valuing, Buying or Selling a Business | Tagged buyers for family business, family business sale, sale of family business | Leave a comment

America’s Premiere – and Free – Small Business Consulting Service

Posted on February 22, 2021 by William Bruce

Small Business Development Centers offer valuable and free assistance

America’s Small Business Development Centers offer valuable – and free – advice.

“You have the best coach, business advisor, analyst and mentor I’ve ever had in any business,” says businessman Reed Rogers Of Lillian, Alabama, when talking about the assistance he received from the local Small Business Development Center.

And the good news for aspiring and current business owners is that there is probably a Small Business Development Center (SBDC) near you. In partnership with the U.S. Small Business Administration, there are nearly 1,000 Centers across the country.

However, less than half the funding of the Centers comes from the SBA. The balance comes from a variety of sources including donations from successful businesses.

SBDC advisors provide current and future small business owners a variety of free business consulting and low-cost training services including business plan development, manufacturing assistance, technology development, funding assistance, exporting and importing support, disaster recovery assistance, procurement and contracting aid, market research help and more.

Nationwide, small businesses employ 60 million people, which is nearly half of all American workers. With deep roots in their communities, small firms and their employees are the engines driving the American economy. Small Business Development Centers provide these local businesses and entrepreneurs with the resources they need to thrive, compete, and succeed.

Lest you think this is another wasteful government program, ponder this: In my home state, for every federal dollar invested in the Alabama SBDC program, $2.35 is
returned to the state, and $3.79 is returned to the federal government in tax revenue.

In other words, this dog will definitely hunt!

A common thread running through the accolades from clients of the SBDC is that the assistance received is real-world and spot-on. Maria Richard, a client of the Mobile, Alabama SBDC related, “My business advisor, Mel Washington, has been the most supportive, encouraging, and innovative person I’ve spoken with about my business. He has helped me fine tune my processes and identify my company’s position in the marketplace.”

Often located on college campuses, SBDC offices successfully combine private sector know-how with the educational background of universities in order to provide entrepreneurs with the resources they need to feel confident in starting and running a business.

For additional information on the services available, please click here. And to find the Small Business Development Center near you, visit this SBDC office locator.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership. He currently serves as president of the American Business Brokers Association. His practice includes consulting services nationally on issues of business valuation and transfer. He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.

Posted in Valuing, Buying or Selling a Business | Tagged assistance for entrepreneurs, business start-up advice, free business advice, SBDC, Small Business Development Centers, William Bruce | Leave a comment

Should You Sell Your Business Now or Wait?

Posted on December 1, 2020 by William Bruce

Should you sell your business now or wait.

We’re living in strange times with the pandemic, a record number of hurricanes and a change of residents in the White House. So if you’re considering exiting your business, it’s natural to wonder if you should sell your business now or wait a while.

Among the many issues you must weigh, probably the most important consideration in making the decision to sell your business now or wait for a while longer is the question of valuation. In short, business owners are wondering what effect the pandemic has had on the valuation of small to medium size businesses?

The answer is, “It depends.”

It depends almost entirely on the type of business, with bars and restaurants suffering the most. I’m advising my restaurant and bar clients who are considering selling their businesses to wait. Valuations are down critically in the category because earnings have been so dramatically reduced. If these owners can survive until the country is vaccinated — big “if” — then they will realize more from their years of hard work.

Other categories of businesses are more fortunate. In most other categories, valuation specialists, myself included, are not penalizing the business for a dip in earnings if experienced during the pandemic, realizing that it’s not a trend. And any dip is likely to be dramatically less than in the restaurant/bar sector and easier for business buyers to overlook.

In addition, there are at least three other issues for a business owner to consider when trying to decide whether to sell the business now or wait. These are (1) market availability, (2) the accessibility of buyer financing and (3) the time frame from the decision to sell until you get to the closing table.

By market availability, I mean what businesses are on the market and available for a business buyer to consider. A lot of businesses on the market favor the buyer; fewer options favor the seller. Right now, there is a scarcity nationally of businesses posted to the business-for-sale websites compared to normal times. I’m in touch weekly with business brokers around the country and almost to a person, they tell me they have fewer offerings in their portfolios now than they have had in a long time. Some say the fewest ever.

Regarding buyer financing, banks with the federal government’s encouragement are now aggressively making loans, especially under the SBA 7(a) business acquisition loan program. I have bankers calling me frequently soliciting referrals of business buyers seeking financing.

The last consideration I’ll discuss is the time it takes to sell a business. It’s not an overnight process. Selling a business versus selling a home is more complicated and it takes longer. Four to eight months is a reasonable time frame.

Because of this, a business seller should start planning ahead. There is more seasonality to business sales than most folks would realize, with January through April being the busiest months. It’s not dramatically busier, but in my 34 years of business brokerage, I’ve noticed it.

No doubt, you as the business owner, have more issues to consider than just those discussed above. After all, you have successfully operated your business over many years and you are the ultimate decision maker.

You’ve seen, haven’t you, photos of President Truman seated in the Oval Office behind the desk plaque, “The Buck Stops Here.” It also applies to you, the business owner.

If you think I might be of assistance with your business planning, please don’t hesitate to call or email. All communications are strictly confidential. If you would like to have it, I can email you a digital copy of my 40-page booklet, “How to Sell Your Business While Avoiding Costly Mistakes.”

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership. He currently serves as president of the American Business Brokers Association. His practice includes consulting services nationally on issues of business valuation and transfer. He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.

Posted in Business Valuation & Appraisal, Valuing, Buying or Selling a Business | Tagged business valuations during pandemic, sell business now or wait, selling business during pandemic | Leave a comment

Considering Buying a Business? Here’s How to Analyze It.

Posted on October 19, 2020 by William Bruce

By William Bruce

Are you considering buying a business but are not quite sure how to analyze it? Here’s how to do it.

First, The Need for Confidentiality

Confidentiality is critical to the successful transfer of a business. If word gets out that a business is for sale, several things start happening and none of them are beneficial to a prospective buyer. First, key employees start looking for other jobs, fearing that a new owner may not retain them. In the uncertainty, customers start looking around and begin shopping elsewhere. Suppliers get nervous.

This is why a seller or business broker will ask you to sign a non-disclosure agreement. In this agreement, you confirm that you will not disclose the fact that the business is for sale — except to your professional advisors. And yes, your spouse is considered a professional advisor. After all, he/she consults with you often on a professional basis, right? Just caution your advisors on the need for extreme confidentiality.

If you show that you take the need for confidentiality seriously, you will be regarded as the professional that you are.

The Anonymous Customer

If you’re working with a business broker, he will probably have furnished you with a summary profile on the businesses. The profile will contain the salient points of the business including gross revenue and earnings. The first step in analyzing the business might be an anonymous visit posing as a customer. We call this a reconnaissance run.

As you visit, first, note the location. Is it appropriately located for the type of business? As you’re driving into the parking lot, what does the business look like from the street? What about signage and street identification? Then as you walk to the entrance, what kind of an impression do you receive?

Once you’re inside, take a close look around. If it’s a retail establishment, are the shelves full? Is it clean and neat Are there customers there? Are the employees helpful?

What is the general feeling you received from your visit? If you decide this is a business you want to follow up on, make a list of questions for the owner. Make this list while your visit is fresh on your mind. Include anything and everything you’re curious about.

It’s great if the image is good, but don’t despair if it’s not. As one of my astute clients reminded me recently as I was lamenting the poor street image of one of my offerings, “It’s an opportunity for a new owner to make a difference.”

A word of caution: While on this visit, don’t talk to anyone in the business about the fact that the company is for sale. Chances are the employees don’t know it’s for sale. And even the owner would not be free to talk about it at this point within earshot of customers and employees. Chat pleasantly about the weather … or college football! (‘Tis the season, you know.)

The Meeting With the Owner

The next step in this logical sequence will be a meeting with the owner. If you’re working with a business broker, he will set up the meeting at a time convenient for both parties. He will attend the meeting with you and facilitate the exchange of information.

Be sure to bring your list of questions. Ask anything you want to. However, it’s usually best, at this point, not to discuss the asking price of the business or the possibility of owner financing. That comes later. But ask anything else that comes to mind. Nobody knows the business better than the owner. If you’re meeting at the business, ask for a tour of the facility.

It’s important that this meeting remains informal and cordial. Remember, you are both checking each other out. If the owner is going to finance a portion of the selling price, he’s looking at you as much as you’re looking at the business. It’s a two-way street.

At the end of the meeting, you don’t have to express any commitment. Simply say something like: “Well this has been very informative. Thanks for your time. Let me consider this new information.” It might also be a good idea to convey to the owner that the information will be kept in the strictest of confidence. He’ll appreciate your sensitivity to that issue.

Computing Discretionary Earnings

The next step is to determine the owner’s discretionary earnings. After all is said and done, what you will be buying is the ability of the business to produce profits.

So first let’s define discretionary earnings. Some professionals refer to it as adjusted cash flow. Discretionary earnings are defined as that amount of cash left over after only the necessary operating expenses have been paid that is available for (1) owner’s remuneration, (2) return on investment, and (3) debt service, if any.

Another way to express it is that discretionary earnings are the total owner’s benefit from owning the business regardless of how the owner takes the money out of the business.

Discretionary earnings are not the same as net profit shown on the business tax return. It’s not the same because of the bookkeeping practices of most business owners. Simply stated, most business owners make strenuous efforts to reduce any taxable income by running some expenses through the business that are not really necessary to the operation of the business. This practice reduces tax liability but it also oftentimes masks the true earnings record of a business.

In considering a business, your challenge is to determine its true discretionary earnings. CPAs sometimes refer to this exercise as the recasting or normalizing of the financial statements. If you are using a business broker, he has probably already prepared a recasting worksheet on the business.

Here’s an article explaining more about the computation of discretionary earnings.

To Pursue or Not to Pursue

After computing the discretionary earnings of the business, the next step is to determine if the cash flow is enough for you.

To do this, you need a fairly close approximation of what your debt service, if any, will be on the amount borrowed to buy the business. After all, it’s the amount left over after debt service that will be available for you and your family to live on.

Your broker will have amortization tables available for debt calculation. Business loans without real estate generally run seven to 10 years. With real estate, the term of the loan can be up to 20 years.

The arithmetic from this point is fairly simple. Just take the yearly bottom line discretionary earnings of the business and subtract the annual debt service. If the remaining balance is enough to support you and your family, then this business might be one that you would want to pursue.

It probably should be mentioned that the above calculations do not consider any increases in revenue and earnings resulting from new ownership. Historically, a business will experience a revenue increase of between ten and fifteen percent due solely to a change in ownership. Nor does this calculation account for any new products and services or other changes that a new owner may plan to introduce.

Now it’s decision time. If the business is of interest to you, and if it returns the amount of cash flow you need (or can be made to do so), and if you can envision yourself successfully running the business, then you may be ready to move on to the next logical step.

If you’re ready to pursue this business, my next blog post will outline an important step: The Contingent Offer.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership. He currently serves as president of the American Business Brokers Association. His practice includes consulting services nationally on issues of business valuation and transfer. He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.

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Posted in Valuing, Buying or Selling a Business | Tagged business analysis, business broker, business for sale, compute discretionary cash flow, EBIT, EBITDA, how to analyze a business, how to buy a business, how to check out a business, Small business, what are discretionary earnings, what is cash flow | 71 Comments

Here’s How to Value an HVAC Business

Posted on August 31, 2020 by William Bruce

Here’s how to quickly estimate the value of an HVAC business.

The valuation of privately held businesses is sometimes confusing. But fortunately for heating, ventilation and air conditioning – HVAC – businesses, we have valuation formulas that will yield a pretty close approximation of value. In determining how to value an HVAC business, let’s take a look at two valuation formulas.

Two frequently used formulas that professionals use to value an HVAC business involve (1) a percentage of gross annual revenue, and (2) a multiple of discretionary earnings.

First, let’s consider the formula that uses a percentage of gross annual revenue. One widely respected reference source says that HVAC companies are worth somewhere in the range of 35 to 50 percent of annual revenue plus inventory stocked for resale at cost. Where within this range a particular business falls depends on several factors discussed below.

The other formula maintains that HVAC businesses can be valued by using a multiple of yearly discretionary earnings. What are discretionary earnings? The number is sometimes also sometimes referred to as adjusted cash flow.

One easy way to define discretionary earnings is to explain that it is the total financial benefit to the business owner from his/her ownership of the business, regardless of how he/she takes that benefit out of the business. For a more detailed description of the term, take a look at this article.

So with the term defined, let’s again quote a respected industry source which asserts that HVAV businesses are valued at 2 to 3.5 times discretionary earnings plus inventory for resale at cost. This valuation based on a multiple of discretionary earnings is generally considered more accurate than the formula that uses a percentage of revenue. After all, earnings are more important to value than revenue.

The formulas do not include the value of any real estate. Any realty included in the transaction should be added to the final formula result, and as stated above, the cost of any inventory which is on hand for resale should also be added.

So where in the two ranges quoted above would a particular business fall? Listed below are some of the factors to consider:

Location in a growing area with a strong local economy adds value.
A clean set of books and tax returns bring value to the company.
A trend of growing revenue and profits definitely creates value.
A good staff including a general manager and well-trained technicians adds value.
Conversely, an overreliance on the owner for management lower value.
A large number of annual maintenance contracts for recurring revenue adds value.
A significant portion of income derived from new construction lowers value.
Higher revenue and profits command higher multiples of discretionary earnings for valuation purposes.

However, an HVAC company, like any business, is worth what a willing seller and a willing buyer, with no undue pressure on either party, are able to agree upon as the market value of the company.

If my firm can assist you with your valuation or transfer of ownership processes, please don’t hesitate to contact me. My office is 251-990-5934 and my email is Will@WilliamBruce.org.

Here are three additional articles that might be of assistance:

Using Rules-of-Thumb to Quickly Estimate Business Value

The Top 3 Critical Issues in Buying or Selling a Business

The Critical Question of Price When Selling a Business

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership. He currently serves as president of the American Business Brokers Association. His practice includes consulting services nationally on issues of business valuation and transfer. He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.

Posted in Valuing, Buying or Selling a Business | Leave a comment

What Are the Differences Between EBITDA and Seller’s Discretionary Earnings (SDE)?

Posted on August 24, 2020 by William Bruce

What are differences between EBIDTA and Seller's Discretionary Earnings

There are important differences in EBITDA and Seller’s Discretionary Earnings (SDE).

The differences between EBITDA and Seller’s Discretionary Earnings (SDE) cause confusion. Sometimes the two terms are incorrectly viewed as interchangeable, but there are important differences.

First, some definitions. Both are business performance benchmarks that are widely used in valuing a business for sale or acquisition. However, there are critical differences in EBITDA and Seller’s Discretionary Earnings, and if you use the wrong one in valuing the company under consideration, you could calculate a grossly inaccurate appraisal of the business.

EBITDA

EBITDA is defined as earnings before interest, taxes, depreciation and amortization. In other words, to compute EBITDA you take the net profit of the business as shown on the company’s tax return or P&L and add back the interest, taxes, depreciation and amortization. Only these four items are allowed to be added back. The resulting number of this calculation is EBITDA. It’s by far the easiest benchmark to compute because the adjustments to net profit or loss are limited and well defined.

Seller’s Discretionary Earnings (SDE)

In computing Seller’s Discretionary Earnings (SDE), you again start with the net profit or loss of the business and add the items listed above for EBITDA. Then for SDE, you also add back some other items. Those additional items are the business owner’s salary and perks, any one-time expenses not likely to recur (ie: a major remodeling expense), and any expenses that will disappear for the new business owner.

As just one example, let me tell you about the sale of a restaurant that I handled as a business broker several years ago. The profit and loss statement from the business was actually showing a small loss.

However, the owner’s wife drove a Lincoln Navigator which was listed on the books of the business as a company vehicle. The company also paid for all her gas and maintenance on the Navigator although she had no role in the operation of the restaurant. Same for the daughter’s Honda which she drove back and forth to college. The daughter was also on the payroll as an employee of the restaurant which furnished her with spending money at college, although she never actually worked at the restaurant.

The family’s week-long ski vacation to Colorado was charged to the business because the owner attended a business meeting for a few hours while in Aspen. You see where I’m heading here, don’t you? By the time all these items plus any non-cash expenses (eg: depreciation) were accounted for, the restaurant was actually producing a nice yearly discretionary income for the family.

DISCLAIMER: Hey, I’m not with the IRS and don’t render an opinion on these sorts of things!

Simply put, the calculation of Seller’s Discretionary Earnings is an attempt to determine the business owner’s total financial benefit derived from owning the business.

With the differences between EBITDA and Seller’s Discretionary Earnings, which one to use?

So with the differences, which one of these benchmarks do you use when buying or selling a business? More than anything else, it depends on the size of the business.

For large businesses, usually with a professional non-family CEO running the company, EBITDA will yield a more applicable result. These businesses are usually the ones being sought by private equity groups or considered by publically traded firms as a merger candidate.

But for smaller businesses, usually run by an owner-operator and with annual revenues below, say, $5 million, the calculation of Seller’s Discretionary Earnings will be much more meaningful.

More Information

For additional information on related topics, these articles may be helpful:

Please don’t hesitate to call or email if my office can be of assistance.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership. He currently serves as president of the American Business Brokers Association. His practice includes consulting services nationally on issues of business valuation and transfer. He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.

Posted in Business Valuation & Appraisal, Valuing, Buying or Selling a Business | Tagged difference in EBITDA and SDE, EBITDA defined, SDE defined, seller's discretionary earnings defined, William Bruce Business Broker | 4 Comments

Here’s the New $600 Billion Federal Reserve Lending Program for Businesses

Posted on August 20, 2020 by William Bruce

William Bruce talks about new $60 billion loan program for pandemic victims.

The Fed has budgeted $600 billion for the new loan program.

For some reason, this new loan program for businesses has not received much attention. But $600 billion has been allocated for the project, so if you’ve been hit hard by the pandemic, it might be a lifesaver.

The name of this new program, The Main Street New Loan Facility, is somewhat of a misnomer. The maximum allowed annual revenue that business can have and still qualify for a loan is $5 billion. I’m not aware of any “Main Street” business that has that kind of revenue!

But regardless, it’s a new program by the Federal Reserve to assist businesses that are trying to recover from the Coronavirus pandemic.

As the Fed explains it, the Main Street New Loan Facility (“Facility”) is intended to facilitate lending to small and medium-sized Businesses by lenders. An eligible lender is a U.S. federally insured depository institution (ie: banks, savings associations and credit unions). The Fed will buy 95 percent of the loan from the lending institution.

An eligible borrower is a business that

was established prior to March 13, 2020,
is not an ineligible business (ie: banks; life insurance companies but not independent agents, finance companies; factoring companies; investment companies, bail bond companies; and any other businesses whose stock in trade is money),
meets at least one of the following two conditions: (1) has 15,000 employees or fewer, or (2) had 2019 annual revenues of $5 billion or less,
is created or organized in the United States with significant operations in and a majority of its employees based in the United States, and
does not also participate in the MSPLF, the MSELF, or the Primary Market Corporate Credit Facility; and has not received specific support pursuant to the Coronavirus Economic Stabilization Act of 2020. (PPP loans are OK.).

Loan terms:

5 year maturity
principal payments deferred for two years and interest payments deferred for one year (unpaid interest will be capitalized)
adjustable rate of LIBOR (1 or 3 month) + 300 basis points
principal amortization of 15% at the end of the third year, 15% at the end of the fourth year, and a balloon payment of 70% at maturity at the end of the fifth year;
loan size can be from $250,000 to $35 million
is not, at the time of origination or at any time during the term of the loan, contractually subordinated in terms of priority to any of the borrower’s other loans
prepayment permitted without penalty.

Other requirements and conditions:

Borrower must commit to not repaying principal or interest on other loans until the Facility loan is paid in full unless the debt or interest payment is mandatory and due.
Borrower must commit that it will restrict compensation, capital distributions to owners per the issued guidelines.
Each borrower that participates in the Facility should make commercially reasonable efforts to maintain its payroll and retain its employees during the loan term.
A lender will pay the Fed a transaction fee of 100 basis points of the loan amount at the time of origination. The lender may require the borrower to pay this fee.
A borrower will pay a lender an origination fee of up to 100 basis points of the amount of the loan at the time of origination. The Fed will pay a lender 25 basis points of the principal amount of its participation in the loan per annum for loan servicing.

There are many other details. Speak to your banker to see if you qualify. You’ll be dealing with the government so a word of warning: expect some confusion and delay.

Please don’t hesitate to call or email if my office can be of assistance.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership. He currently serves as president of the American Business Brokers Association. His practice includes consulting services nationally on issues of business valuation and transfer. He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.

Posted in Valuing, Buying or Selling a Business | Tagged Business loans for pandemic damages, New $600 Billion Federal Reserve Lending Program | 1 Comment

Giving a Shoutout and Thanks to the Invaluable Healthcare Workers During this Covid Mess!

Posted on August 17, 2020 by William Bruce

Posted in Valuing, Buying or Selling a Business | Tagged William Bruce thanks healthcare workers | 2 Comments

Considering Buying a Business? Here Are the 6 Most Frequently Asked Questions.

Posted on August 3, 2020 by William Bruce

If you’re considering buying a business of your own, it’s natural that you would have lots of questions about the process.

William Bruce, President
American Business Brokers Association

I’ve been a business broker for over three decades. During these enjoyable times, I’ve had the opportunity of assisting many individuals in achieving their goal of owning a business of their own.

In this work, I’ve found that many buyers of businesses have the same questions. So I thought I’d list those questions that I’m most frequently asked along with my responses.

Why would a good business be for sale?

Answer by William Bruce: I have found that some buyers think that if a business is for sale, there must be something wrong with it. This is sometimes true, but most businesses are for sale for legitimate reasons including retirement, health problems, family issues and burnout. Burnout after many years of operating a business is real. I experienced it years ago after owning a heavy equipment dealership for almost 20 years.

How will I know if the asking price of the business is reasonable?

Answer by William Bruce: This is a very good question. There are fairly simple guidelines for closely estimating the value of many types of small to medium size businesses. These rules-of-thumb vary by category of business, but usually seek to estimate value (1) by applying a percentage to gross annual revenue of the business or (2) applying a multiple to the discretionary earnings of the business.

For example, we know that a full-service restaurant will most likely be valued at around 30 percent of gross annual revenue, assuming that the bottom line earnings support that appraisal number.

We also know that the majority of businesses will appraise for somewhere in the range of 2 to 3.5 times discretionary earnings. As just two examples, a convenience store will appraise at approximately 2.25 times discretionary earnings plus inventory at cost, and a lawn maintenance service valuation will average about 2.75 times discretionary earnings.

Written and fully documented business valuations are also available for a reasonable cost from several highly respected national business valuation firms.

For further reading on this issue, please see this article.

What are discretionary earnings? Is it the same as cash flow?

Answer by William Bruce: The terms “discretionary earnings” and “cash flow” are used interchangeably by business buyers, sellers and brokers to refer to the total owner’s benefit from owning the business, regardless of how the owner takes the money out of the business (salary, draws, perks, etc.). It’s the cash left over after only the necessary operating expenses of the business are paid.

CPAs sometimes refer to the process of computing discretionary earnings as “normalizing” the profit and loss statement. The computation removes the camouflage from the bookkeeping practices of most business owners.

For an article on how to compute discretionary earnings, please see this article.

How do I finance the acquisition of a business?

Answer by William Bruce: There are five possible sources of financing for buying a business including (1) banks, (2) SBA-guaranteed loans, (3) the seller of the business, (4) family and (5) in recent years a new program that allows you to use your 401(k) or IRA funds to buy a business without an early withdrawal penalty.

For a discussion of the pros and cons of each of these options, please see this article.

How much down payment do I need?

Answer by William Bruce: It depends on several things but between 25 and 35 percent should suffice in most situations. You should also have in reserve for working capital about two months operating expenses of the business to get you comfortably over the initial timeframe.

What is due diligence?

Answer by William Bruce: Due diligence is a fancy term. In practical use, it can be summarized as that phase in the purchase of a business when you have access to all the books and records of the business (1) to verify the accuracy of the information that you’ve previously been furnished and (2) to make sure that there are no serious, undisclosed problems with the business. It’s customarily done after a buyer and seller have agreed upon price and terms, with the completion of the transaction fully contingent upon a satisfactory due diligence investigation.

For a more thorough explanation, please see this article.

For a comprehensive discussion of these and other issues involved in buying a business, you can order William Bruce’s complimentary 62-page booklet “How to Buy a Business in a Safe & Organized Way.” The booklet walks you through step-by-step the process of buying a business to make sure you get what you pay for. To order, please click here.

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William Bruce is an Accredited Business Intermediary (ABI) and Senior Valuation Analyst (SVA) assisting buyers and sellers of privately held businesses in the transfer of ownership. He currently serves as president of the American Business Brokers Association. His practice includes consulting services nationally on issues of business valuation and transfer. He may be reached at (251) 990-5934 or by email at Will@WilliamBruce.org.

Follow William on Twitter and LinkedIn.

Posted in Business Valuation & Appraisal, Valuing, Buying or Selling a Business | Tagged Business valuation versus asking price, buying a business, Buying a business issues, Down payment to buy business, Financing a business acquisition, loan to buy a business, Q&A for buying a business, What are discretionary earnings or cash flow, What is due diligence when buying business, William Bruce Business Discussion | 4 Comments

How to Use the SBA to Buy a Business

Posted on July 20, 2020 by William Bruce

Information on how to use SBA 7(a) loan to buy a business.

The SBA 7(a) program is a popular loan option for buying a business.

Except for the SBA 7(a) program, banks generally do not make loans to individuals to buy a business. This statement will surprise a lot of people.

Most people will think first of a conventional bank loan when seeking financing to buy a business. But I can tell you from decades of experience, this just doesn’t happen often. The bank’s advertising will lead you to believe they do, but they will usually find some reason not to make a business acquisition loan.

However, after you’ve bought the business and been operating for a while, the irony is this: The same banker that turned you down for a loan to buy the business may come by your office soliciting your business.

But fortunately for individuals considering buying a business, participating banks have the Small Business Administration 7(a) loan program to offer. Except for some specialized programs, the SBA does not make direct loans to borrowers. Instead, the SBA guarantees a percentage of the principal amount that the bank loans to you. In a practical sense, the SBA is co-signing the loan with you at your bank.

What is the SBA 7(a) loan program?

It is the SBA’s most popular business loan program. To be eligible for such a loan to buy a business, the borrower and the business must:

Operate for profit
Be small, as defined by SBA
Be engaged in, or propose to do business in, the United States or its possessions
Have reasonable invested equity
Have a minimum personal credit score of 660
Use alternative financial resources, including personal assets, before seeking financial assistance
Be able to demonstrate a need for the loan proceeds
Not be delinquent on any existing debt obligations to the U.S. government
An independent, third party valuation of the business must meet or exceed the agreed upon acquisition cost.

Additionally, after deducting a reasonable salary for the owner, the business being acquired must produce a net cash flow of 1.25 times debt service.

Some banks do not participate in the SBA loan programs, but fortunately many national, regional and community banks do participate. Some banks are designated by the SBA as “Preferred Lenders” which means they have a streamlined application process and more local underwriting authority. My experience is that you’re much better off using a Preferred Lender compared to a bank that only processes a few SBA loans per year. The top 100 most active SBA 7(a) lenders can be found here.

Admittedly, the SBA loan application can be time consuming and sometimes frustrating. But keep in mind, the SBA-backed loans are approved in a lot of instances where no other financing options are available.

Amount Available, Down Payment Required, Interest Rate and Collateral

The maximum amount that can be loaned under the program is $5 million. The average loan amount in fiscal year 2018 was about $425,000. Interest on the loans is negotiable with the SBA setting the maximum rate that a bank can charge. As this is being written, the average rate for loans over $50,000 is 6.00 percent, give or take.

The down payment required is usually 15 to 20 percent of the price of the business being acquired. Some lenders will allow a portion of this downpayment to be covered by a seller note (ie: a note payable from the buyer of the business to the seller for a portion of the acquisition cost). SBA restrictions on this seller note usually do not allow repayment of principal and interest for a stated period of time.

The length of the loan for business acquisition can be up to 10 years, or for real estate, the term can be up to 25 years.

There are fees involved in applying for a 7(a) business acquisition loan but in many cases, these fees can be added into the loan amount.

Banks love collateral and will usually reach out and grab whatever collateral is available; however, many lenders will approve a SBA 7(a) loan even when there is less than 100 percent available collateral coverage. Some banks are more “cash flow lenders” than others, meaning that they will look more to the future earnings of the business being acquired as collateral for the loan rather than current hard assets.

My office stays up to date on the loan preferences and appetites of many lenders. If you need a recommendation of a bank most suited for your particular situation, just shoot me an email at Will@WilliamBruce.org.

For further reading, here are additional related articles:

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