SBA-backed lenders, asked for business acquisition financing, are particularly interested in the adjusted net earnings or cash flow produced by the small business to be purchased. The lending officer wants to make sure there will be enough income for the new owner to make those loan payments for debt service.
But the ability of a business to generate sufficient funds to support the debt may not be obvious. The financial reports are likely to reflect the seller's interest in lowering taxable income, rather than show all of the money actually received by the seller.
To get his loan application approved, the borrower needs to know how to interpret the financials so a loan officer can understand the actual cash figure that will be available for debt service. And that means knowing where to find all the company's earnings in its operating figures. Some of the clues include:
Treatment Of Discretionary Expenses With Business Acquisition Financing
Interpreting a profit and loss statement to show all of the cash that can be available to a new owner requires understanding how discretionary funds--those listed on the seller's statements - might be allocated. The discretionary category includes money set aside for replacement of hard assets (depreciation) and for "writing off" the cost of intangible assets (amortization). Payments for interest and taxes also belong in this category. These expenses are discretionary because the choice of how to allocate them is specific to the needs of the individual owner.
For example, the seller might deduct sums from earnings to allow for depreciation and amortization, but the buyer may want to use that money for payment of principal and interest on obligations incurred to purchase the business.
Add Back Personal Expenses
Some expenses shown on a business profit and loss statement might more accurately be described as personal expenses. The company paying the seller's life and health insurance premiums could, instead, help retire purchase debt owed by the buyer rather than covering her insurance needs. Other dollar costs paid by the business, providing benefit to the owner and not necessary to the operation of the business, can include magazine subscriptions, membership fees for social organizations, and automobile expenses.
While it should seem obvious to most people that spending for personal items doesn't really add to the costs of doing business, this is a fact that may be overlooked by a loan officer; one who is inexperienced or in a hurry because of a large workload. That's why the buyer or perhaps a knowledgeable loan specialist representing the buyer - needs to make sure to explain every relevant entry in the business books when they are being scanned as part of the loan application review.
One-Time Costs Can Be Add Backs
And there are business expenses incurred by the seller of a business that reduce the stated income, but won't have to be paid by the new owner. That's the situation, for example, when purchasing new equipment or leasehold improvements that are not placed on the depreciation schedule. Settling a lawsuit with a cash payment or expanding into adjoining space are other examples of non-recurring costs that won't impact the earnings of the company under its new ownership the way they reduced the income generated by the business when the seller was owner.
But It's Risky To Get This Wrong In A Business Acquisition Financing Request
If the buyer is not entirely knowledgeable about how to restate earnings, it's best to engage the services of an experienced business purchase financing advisor, so the information provided for a lender's review for business acquisition financing is entirely accurate. That write-off of auto expenses, for instance, may be an expense that can be added back to earnings, but only if the owner's car is not used in operating the business. Trying to convince a loan officer that a listed business expense will not be incurred by the purchaser can be counter productive if it isn't true.
And it would be a mistake to add back the cost of the bookkeeper with the argument that payments to the seller's family member for that service is not an expense that will be incurred by the new owner. In fact, the bookkeeper may be replaced under the new ownership, but the company still might need that service and it will represent a legitimate expense. It's not an addback of a personal item.
SBA-backed lenders, when asked for business acquisition financing, are particularly interested in the company's provable adjusted net income and cash flow. They want to make sure the money will be there for the new owner to meet the loan repayment obligation. That's why it's important for a prospective borrower to make sure all actual cash generated by the business for its owner is identified when the company's records are being examined by lenders or financial institutions.
|Helpful Resources To Assist In Selling And Buying California Businesses|
|Diane Boudreau-Tschetter: Escrow & Bulk Sale Services - CA
California Business Escrow, Inc. is a full service independent escrow company serving all of California and has expertise in a wide range of escrows. Our team prides itself on providing an exceptional escrow experience. For more info phone Diane Boudreau-Tschetter at 888-383-3331 or 209-838-1100.
|William F. Ziprick, Attorney: Legal Services For Buyers And Sellers
Through creative problem solving, attention to detail, accessibility, & understanding that unnecessary delay is often a deal killer, I work closely with my clients and other professionals to consistently achieve a high rate of closings. Office: 909-255-8353, Cell: 509-951-7230.
|Shalonda Chappel: Escrow & Bulk Sale Services - Southern California
Escrow services to brokers/agents, sellers, & buyers. Established 43 years. Extraordinary service. Experienced with handling difficult transactions. One stop for all your escrow needs: Bulk sales, lien searches, UCC searches, liquor license transfers, publishing & recording services. 951-808-3972.
|Helen Yoo, New Century Escrow - Escrow Services In Southern California
New Century Escrow, Inc. is a fully licensed & bonded independent escrow company. Over 20 years combined experience in handling bulk escrow transactions. Multi-lingual staff that speaks your language, including Korean, Chinese, Vietnamese. Call Helen Yoo direct at 626-890-1151.
|Brad Steinberg, Business Broker: Laundromat Specialist
PWS is the leading laundromat broker in California. Since 1968 PWS has brokered over 2,500 laundromat sales. With over 90 employees dedicated to the coin laundry industry, PWS has 18 licensed agents, a 3 person in-house finance department, 10 service technicians and a 20 person parts department.
|Elizabeth McGovern: Escrow Services - San Francisco Bay Area
McGovern Escrow Services, Inc., is a leading independent escrow company. We are a trusted partner with our clients, assisting them through the tangled bulk sale & liquor license transfer process. We provide attentive, quality & innovative customer service. Phone Elizabeth McGovern at 415-735-3645.
|Related Articles, Events, Blog Posts, Discussions, Videos, Interviews|
|Pricing A Small Business For Sale - Several Factors Play A Valuation Role!
As an Advisor On BizBen I talk to many California business owners, business buyers, brokers, and agents on a daily basis about valuing California small to mid-sized businesses. Many key factors go into this analysis including market demand, history of earnings, and even how the deal is structured.
|Before Buying A California Business, 10 Questions You Should Ask Yourself
Before buying a business, all serious business buyers should ask themselves some key questions about possible buying a small California business, franchise, or opportunity - from Peter Siegel, MBA (Business Purchase Financing Expert, ProBuy & ProSell Program Advisor with BizBen) at 925-785-3118.
|Buy A Business Or Start From Scratch? 5 Key Differences For Business Buyers
Some buyers believe it's better to start a business from scratch rather than buy an existing enterprise. While this may be good advice in some cases, usually it's not the best strategy. Here are five tips to help a buyer make the right decision from from Peter Siegel, MBA (BizBen Director).
|Buyer Asks: Seller Doesn't Have Recent Financial Figures: What Should I Do?
The owner selling the business doesn't have recent financial information or documentation but insists revenues are increasing. Should buyers believe the seller? What should buyers do in this situation? ProIntermediaries on BizBen answer the question of verifying seller / owner's financial claims.
|Considering Hiring A Business Broker? Ask These Questions First, Then Decide
The key to finding the ideal business broker or agent and selling a small business is asking the right questions and getting the right answers back! Peter Siegel, MBA with BizBen & several top business brokers and agents in California (ProIntermediaries) contribute to this topic to assist sellers.
|Financing A Business Purchase With Limited Or No Real Estate Collateral
In my experience working with the "right banks and financial institutions" repayment ability sometimes overrules collateral pledged by someone needing financing for a business purchase or a down payment. Peter Siegel, MBA (Business Purchase Financing Expert) at 925-785-3118 shares his experience.
|If You Plan To Offer Seller Financing: 3 Things Owner Sellers Need to Know
When selling your business, offering seller financing is a great way to help your business standout from others on the market and it is also a good strategy to consider that can help you close a sale. Peter Siegel, MBA (BizBen ProSel Program & Financing Expert) explains. Reach him at 925-785-3118.
|I am Selling A Small Business - How Do I Qualify Potential Business Buyers?
Being prepared when potential buyers contact you about your business for sale is a good idea. Too many sellers (and brokers) are unprepared & miss good opportunities or get involved with unqualified buyers. This Discussion post and answers from ProIntermediaries on BizBen assist with this issue.