Gathering enough cash for a down payment for an SBA loan to buy a business or other business needs can be a challenge. Larry Carnell, ABI, CBI, CFB, CFE, Vice President of Business Development with Benetrends Financial, spoke to the Georgia Association of Business Brokers about how entrepreneurs can use their 401(k), IRA or other qualified retirement account to acquire capital to get approval for an SBA Loan to purchase a business. He also talked about an instant buyer engagement program on how to use cash or retirement funds to help exempt buyers from future capital gain taxes (and proposed increases) and potentially double net inheritance for spouse/children/family.
Larry Carnell is a national award- winning entrepreneur and management consultant, as well as a respected business and funding expert at Benetrends. Carnell’s company has programs that allow investors to use part or all of their existing retirement accounts to fund a required down payment for an SBA Loan.
By using long-standing provisions of the Employee Retirement Income Security Act of 1974 (ERISA), Carnell’s company uses a corporate capitalization strategy that enables 100% of the gain on the sale of the company to be tax free. To use this strategy, the business owner rolls over a portion of the funds from a qualified plan or IRA to start a business. When it’s time to sell the business, you may be able to pay no Federal and State tax on any gain from the sale of the business. Up to 100% of the gain can be invested to grow tax-free, including making an investment in another business, according to Carnell.
Carnell also discussed Rollovers as Business Startups or ROBS plan, first introduced by Benetrends Financial as The Rainmaker Plan® in 1983. A ROBS plan is a debt- free funding solution that allows a person to draw from their retirement funds without incurring upfront taxes or early withdrawal penalties. A ROBS plan allows business owners to use their retirement funds, tax-deferred and penalty-free, for the purchase or startup of their business, using a four-step process. He also discussed a Roth Advantage Plan, or RAP.
Advantages of ROBS and RAP plans and similar strategies, according to Carnell, include:
- Increases client engagement (including spouse)
- Superior wealth accumulation & protection (retirement assets cannot be seized by creditors)
- Superior tax benefits (capital gain, income and payroll taxes on retirement contributions)
- Reduces debt and interest payments, Improves cash flow
- Investment NOT a loan – NOT subject to credit rating
- Does NOT adversely impact debt ratios or credit scores
- NOT subject to business profitability
- SBA approved as down payment / equity injection OR used alone
- Improves loan approval rates
- Improves debt ratios Debt free money (SBA approved)
- Improves post close liquidity
- Can be used to leverage BIGGER deal – (Business AND Land) & Broker Fees
- IMPROVES CLOSE RATE
Traditional ROBS features:
- PRETAX use of retirement funds to invest or purchase company stock
- C CORP retirement plan adoption [401(k), hybrid or custom options]
- Retirement Plan BUYS common stock in company
- Company GROWS. Revenues are used to run business. From Profits:
- 401(k) contributions are made NET of payroll taxes (currently 15.3% and rising)
- Rainmaker retirement contributions are EXEMPT from payroll taxes
- Company is SOLD – ‘pretax’ proceeds go into retirement plan
- Proceeds are taxed in the future at future tax rates (expected to rise)
Benetrends offers a NEW Rainmaker/Roth Advantage Plan:
This plan allows business owners to realize the full appreciation of their business tax-free upon the sale of the business, given certain circumstances following the Tax Reduction and Job Creation Act of 2018 (TRJC).
- Cash (minimum of $10k) OR Retirement Funds to invest in company stock
- C CORP creates & adopts 2 CUSTOM retirement plans
- Rainmaker [not a traditional 401(k)] & Rainmaker Roth 401(k)
- Use custom plans to create structure that invests money POST-TAX to BUY common & preferred stock (Taxes due NEXT Year OR 5 year option)
- Company GROWS. Revenues are used for operating expenses
- Retirement contributions are often payroll tax EXEMPT (currently 15.3% and RISING)
- Company SOLD – proceeds forever TAX-FREE & Lifetime protection (no RMDs)
Lenders are finding that these resources are creating enhanced motivation for business ownership, according to Carnell. The perceived security of a job often discourages people from assuming the risks associated with buying or starting a business. When presented, these resources are proving to be effective in helping to engage more borrowers, improve lending approval rates, reduce defaults and leverage larger loans by providing greater access to liquid capital for injection needs, thereby reducing borrowers’ fears while creating dramatic benefits for both the borrower and lender.
Selling your business is likely to be the single most important financial decision you’ll ever make. Therefore, you must prepare far in advance. Let’s look at some of the key items you’ll want to consider before placing your business on the market.
Settle Legal Issues
When it comes to selling a business, legal issues should be at the forefront of your thoughts. After all, selling your business does involve the creation and execution of a complex and detailed legal agreement. There are many times in life where it is possible to cut corners, but hiring a good lawyer or law firm is not one of those times. Moreover, you’ll want to settle all litigation, environmental issues or other issues that could potentially derail a sale.
Deal with Serious Buyers
Working with a good business broker or M&A advisor is an essential part of the selling process, as these professionals will help you to weed out “window shoppers” as well as prospective buyers who are simply not a good fit for your business. Any serious buyer should be willing to submit a Letter of Intent. Everyone should be on the same page as far as price and terms as well as what assets and liabilities are to be assumed. This second point reinforces the first point. An experienced lawyer is essential to help guide you through various aspects of the sales process.
Be Flexible on Price
Be prepared to accept a lower price than you might ideally want. There are many reasons that this may occur, ranging from a lack of management depth and a lack of geographical distribution to a dependence on a limited number of clients. Reliance on a small number of customers and/or clients can give potential buyers pause, as it could raise concerns regarding the stability of your business. Addressing these issues years before placing your business on the market can help you achieve the price point you desire. This is yet another reason to work with a business broker in advance.
Improving Your Chances for Success
The are other steps you can take to enhance the value of your business. Increasing the visibility and profile of your business is always a savvy move. Consider attending trade shows, boost your online profile by stepping up your social media game and explore creating a coherent public relations program.
Finally, selling a business is often a waiting game. You have to be psychologically prepared to wait a considerable period of time before your business is sold. Most businesses sit on the shelf for a considerable period of time before they are sold.
Preparation, patience and good organization will dramatically increase your chances of selling your business and achieving a satisfying price. The sooner you begin organizing your business and working with experienced professionals, the greater the chances of success will be.
The post How to Optimize Your Chances of Selling Your Business appeared first on Deal Studio – Automate, accelerate and elevate your deal making.
An old saying in negotiating the sale of a business goes like this: The buyer says to the seller, “You name the price, and I get to name the terms.”
Another saying used to explain the actual value of the term full price: “If we could find you a business that nets you $250,000 a year after debt service, and you could buy it for $100 down, would you really care what the full price was?”
It seems that everyone is concerned only about full price. And yet, full price is just part of the equation. If a seller is willing to accept a relatively small down payment and carry the balance, a higher full price can be achieved. On the other hand, the more cash the seller wants up front, the lower the full price. If the seller demands all cash, barring some form of outside financing, full price lowers – and, in most cases, the chance of selling decreases as well. Even in cases where outside financing is used, such as through SBA, etc., the lender will do everything possible to ensure that the price makes sense.
Sellers should understand that what they hope to accomplish in the sale of their business and the structure of the actual sale can both dramatically influence the asking price. Price is obviously important, but other factors can be even more important. Consider a seller with health issues who needs to sell as quickly as possible. In his case, timing becomes more essential than price. Another seller may place more importance on her business remaining in the community. In her case, finding a buyer who will not move the business may supersede price or certainly influence it.
Likewise, the structure of the deal can both influence price and be a more significant factor than price to either the buyer or the seller. The structure can dictate how much cash the seller receives up front, which may be more important than price for some sellers. On the other hand, sellers should also be aware of how much the interest on their carry-back can add up to. If cash is not an immediate concern, monthly payments with an above-average interest rate may be enticing.
These examples all demonstrate the importance of the business broker professional sitting down with the seller prior to recommending a go-to-market price. During this meeting, the broker should find out what is really important to the seller, as these issues may have a direct bearing on the price.
Sellers should look at the following factors and rank them according to importance on a scale of one to five, with five being extremely important.
• Buyer Qualifications
• Full Price
• Amount of Cash Involved
• Commission/Selling Fees
• Closing Costs
• Exclusive Listing
• How the Business is Shown
• How a New Owner Continues the Business
By ranking these items and discussing them with a professional Business Broker, a seller can receive helpful advice from the broker on price, terms, and structuring the sale.
The post Price or Terms: The Structure of the Deal appeared first on Deal Studio – Automate, accelerate and elevate your deal making.
Accountants routinely assist business owners to help accomplish the goal of minimizing taxes. But, to truly understand the value of the business and accurately project future cash flow, it is important to look beyond the tax returns to realize how the money is being spent.
The COVID-19 pandemic has had a significant effect on all U.S. businesses, but that doesn’t mean the owners won’t be able to sell.
Thomas Rockwood, Vice President of SBA Lending at Atlantic Capital Bank, outlined for the Georgia Association of Business Brokers what documents business sellers should prepare if they are anticipating selling their business in the near future. Rockwood spoke to a virtual GABB meeting on June 23, 2020.
The pandemic could affect any pending contract because it constitutes a Material Adverse Change (abbreviated MAC), material adverse event (MAE), or material adverse effect (also MAE). In other words, changes triggered by COVID-19 COULD significantly reduce a company’s value because it could impact how the company operates in the future. Many contracts to acquire, invest in, or lend money to a company contain a term that allows the acquirer, investor, or lender to cancel the transaction if a material adverse change occurs and does directly affect SBA Eligibility for a loan.
“A material adverse change can happen to anybody at any time,” Rockwood noted. It’s critical for business owners to document how the event affected their business in order to borrow SBA funds and obtain a favorable purchase price.
When collecting sellers’ financials, SBA lenders will want to see:
- Last 3 years Filed Business Tax Returns
- 2019 FYE Financials to include
- P&L, Balance Sheet, AR & AP Aging Report & Debt Schedule
- 2020 YTD Financials to include
- P&L, Balance Sheet, AR & AP Aging Report & Debt Schedule
“We’re in this place where we have no idea what tomorrow looks like,” Rockwood said. “What are the things we can control?”
A seller can document the impact of the pandemic or other MAE on their business by showing month-by-month P&L comparisons. Did the seller’s business bounce back in June? Another helpful strategy would be identifying sales by customer, showing key customers and how they were affected by the MAE. Sales by product could also be beneficial, Rockwood said.
Preparing a memo of understanding could help a buyer, Rockwood said, because it describes in detail what is going on with a business. For example, if sales go up, but net profits go down, what happened? A memo could explain that labor costs rose and the business had to hire more people to move the product out the door.
If a seller can “bookend the start and end of MAC,” that’s going to help paint a strong picture for a business buyer on what happened to the business, Rockwood said.
Sellers ought to come up with a playbook of operations of how the business has or plans to keep employees safe, so that a potential buyer can walk in and continue running the business smoothly. Although some sellers stay on and advise buyers, sometimes they don’t. That playbook will help a new owner because it “outlines what the seller did, how they handled the situation, and gives some advice to the new buyer.”
“It’s the seller’s company, and they know it better than anybody else could,” Rockwood said. “That will be very beneficial to any buyers who want to buy a business.”
Mr. Rockwood’s presentation is available here.
Mr. Rockwood has spent more than 16 years working with companies to provide government guaranteed lending solutions. He has a B.S. in Marketing & Business from Central Washington University; and an M.B.A. in Marketing Management, Regis University.In addition to being a GABB member, Mr. Rockwood is an executive board member of the Georgia Lenders Quality Circle (GLQC) and a member of the National Association of Government Guaranteed Lenders (NAGGL).
The Georgia Association of Business Brokers, the state’s largest and most prominent association of professionals dedicated to the purchase and sale of businesses and franchises, is holding brief weekly meetings online during the pandemic. Business brokers, bankers, business attorneys and other professionals join the weekly calls to ask and answer questions about buying and selling a business during the pandemic.
To join the GABB’s Tuesday meetings, please go to
Meeting ID: 955 0652 0094