Compiling an Offering Memorandum: What Buyers Look For
Steve Mariani spoke to the GABB on Feb. 19, 2020. Photo by Roger Easley.
Stephen “Steve” Mariani, owner of Diamond Financial Services and a board member of the International Business Brokers Association (IBBA), spoke to business brokers this week about compiling a listing or offering memorandum.
In a lively talk, which you can hear online, Mariani talked about the top things that buyers look for in a business-for-sale listing, and what lenders look for in an offering memorandum, a detailed description of a business for sale.Buyers are also interested in the location of a business as well as whether there is growth potential in the industry, Mariani said. Financing options, especially owner financing, are very important.
After the price of the business, most buyers will want to know about its cash flow and seller’s discretionary earnings. While it may be common to have family members on the payroll, claiming a personal home mortgage as a business expense is likely to attract unwanted scrutiny from lenders. And lenders are required by law to report instances of flagrant tax fraud, he said.
Listings that go through the effort to be pre-qualified by lenders, or eligible for SBA loans, are automatically more attractive to buyers, Mariani said. That means an objective professional has examined the business’s financials and brings “immediate confidence in the numbers presented.”
“If the listing can service the debt at the asking price, then cash flow after debt service becomes apparent to a potential buyer,” Mariani told the brokers. “Most buyers understand this and calculate it for themselves.”
Today’s borrowers are learning that they can purchase much more cash flow than they once thought, he said. Most high net worth borrowers are looking to maximize their ROI by using financing options. In Mr. Mariani’s PowerPoint Presentation: Compiling Offering Memoranda, he covered items every lender will look for, including purchase price, working capital, SBA fees and closing costs, etc. The GABB, an IBBA affiliate, is the state’s premier organization dedicated to professionals who buy and sell businesses in Georgia.
What three things should be left OUT of your offering document? Avoid listing specific qualifications a potential buyer must have to purchase the business, because this could scuttle a sale, Steve said. Although most lenders like to see three years of direct or one year of related experience in a field, this varies greatly.
Avoid listing personal add backs. If more than 20 percent of the seller’s discretionary earnings comes from personal add backs, the lender will be concerned.
Designating anyone at the business as a “key” employee, i.e., one that is critical to the operation and success of the business, raises a lot of red flags, may necessitate a form 1919 or a “required” personal guarantee of the employee, Mr. Mariani said.
Mr. Mariani’s company has helped small business owners realize their dreams by funding more than $1 billion in acquisition loans during the past 24 years. Diamond has become the nation’s largest privately owned non-bank SBA acquisition loan generator that serves only the broker markets. Steve has also been producing and presenting broker training webinars and workshops for the last 11 years at various conference events.
After witnessing the difficulty and challenges some business buyers experienced securing business loans to acquire a business, Mr. Mariani learned the intricate, complicated world of the Small Business Administration (SBA) loan process. He mastered the SBA SOP (Standard Operating Procedure) rules and regulations and has become a major source for many national lenders. Business Brokers, lenders and owners nationwide seek Steve’s advice and he has become the “expert” in SBA loans. His understanding of SBA rules also allows for providing the most aggressive financing available nationwide.
The GABB is the state’s largest and oldest association of professionals who specialize in brokering the purchase and sale of businesses and franchises. Broker members help owners determine the asking price of their business, create marketing plans and strategies for selling their business, identify and qualify buyers, and have the knowledge, experience and skills needed to help maintain the confidential nature of the process. The professionals of GABB relentlessly pursue professional development so they can provide superior, ethical services for all customers and clients. Affiliate members include bankers, lawyers, appraisers, insurers and other professionals who work closely with brokers to help owners and buyers get to the closing table.
For more information about GABB, please contact GABB President Dean Burnette at 912-247-3209 or dean@b3brokers.com, or GABB Executive Director Diane Loupe at diane@gabb.org or 404-374-3990.
Read More
Determining the Right Time to Sell
Determining when it’s finally the right time to sell can be a tricky proposition. If you are thinking about selling your business, one of the best steps you can take is to contact a business broker. A good business broker will have years, or even decades, of proven experience under his or her belt. He or she will be able to guide you through the process of determining what you need to do in order to get your business ready to sell.
One major reason you should contact a business broker long before you think you might want to sell is that you never know when the right time to sell may arise. Market forces may change, unexpected events like a large competitor entering your area, or a range of other factors could all lead you to the conclusion that now, and not later, is the time to sell.
In a recent The Tokenist article, “When is the Best Time to Sell a Business?”, author Tim Fries covers a variety of factors in determining when is the best time to sell. At the top of Fries’ list is growth. If your company can demonstrate a consistent history of growth, that is a good thing. Or as Fries phrases it, “What never varies, however, is the fact that growth is a key component, buyers will look for.” Growth will be the shield by which you justify your price when you place your business on the market.
If your business is experiencing significant growth then you have a very strong indicator that now could be the time to sell. Fries points to a quote from Cerius Executives’, CEO, Pamela Wasley who states, “When your business has grown substantially, it might be time to consider selling it. Running a business is risky, and the bigger you get, the bigger the risks you have to face.” Again, growth is at the heart of determining whether or not you should sell.
Knowing the “lay of the land” is certainly a smart move. For example, have there been a variety of businesses similar to your own that have sold or were acquired recently? If the answer is “yes,” then that is another good indicator that there is substantial interest in your type of business.
Reviewing similar businesses to your own that have sold recently can help you determine how much buyers are paying for comparable businesses. This can help you spot potential trends. In short, you should be aware of market factors. As Fries points out, everything from relatively low taxes and low-interest rates to strength in the overall economy and an upward trend of sales prices can impact the optimal times for a sale.
Now, as in this exact moment, it might not be the right time for you to sell. Getting your business ready to sell takes time and preparation. Fries points out that smart sellers “look for a good time, not the perfect time” to sell a business. Working with a business broker is a great way to determine if now is the right time to sell your business and what steps you have to take in order to be prepared for when the time is right.
Learn more about selling a business in Georgia with our tutorial. Also, feel free to check out some of the frequently asked questions about selling a business.
Should You Sell Your Family Business?
When the complicating variable of family is added to the equation of selling a business, the situation can get rather messy. Family usually complicates everything and businesses are, of course, no exception. Ken McCracken, a family business advisor with KPMG in Ireland, recently explored the complexities so often associated with family businesses in an article for the Irish Times. In the article, “Family business: to sell or not to sell?” 6 questions to help you make the right decision,” McCracken notes that “There’s so much emphasis on the notion of a family business continuing for generations, that the idea of selling could be seen as a failure, which of course is not true.”
Here’s what he suggests family business owners consider.
Is now a good time to sell?
The market will determine whether it’s a good time to sell or not. Are members of the next generation interested in running the business? If not, maybe you could transition into a business owned by your family, but not run by family members. Can you harvest wealth from the business without selling it?
What’s my business worth?
Determining how much your business is worth is a key variable in any decision to sell. The best way to determine the worth of your business is to have an outside party, such as a business broker or a professional business valuation expert, evaluate your business. What you believe your business to be worth and what the market dictates could be, and often are, very different. You may discover that your business does not have the value that you hoped for. If this is the situation, then selling may not be an option.
What are my non-negotiables?
Do you want the new owner to keep all your employees? Must a new owner keep the company name? Is relocating the business off the table? These things are often part of the negotiations, but McCracken says: “Always remember to start out by identifying your best outcome.”
What’s next for me?
What will you and any family members who work for the business do after the sale goes through? You may discover that the sale could be very disruptive for you personally. All too often, people fail to recognize the emotional and mental stress that comes along with selling a business. Many owners begin the selling process only to discover that they are not emotionally ready to do so. While everyone wants to be unemotional in making their business decisions, this is not always the case.
Have I done my Due Diligence?
Not only will prospective buyers investigate your business, you may want to vet prospective buyers ahead of time, which can save you a great deal of aggravation and wasted time. Working with a business broker is an excellent way to handle the due diligence process.
McCracken believes business owners should investigate how the prospective buyer handled previous acquisitions. How well did the prospective buyer honor previous commitments? Do you trust them?
Who will negotiate the sale?
Finally, McCraken believes it is essential to know who will oversee negotiations. Many deals that might otherwise have been successful, fall apart due to poor negotiations. A business broker is experienced in negotiating the sale of the business, with dozens, perhaps hundreds, of successful transactions.
“Whether or not to sell the family business is one of the most important decisions an owner will ever make,” McCracken says. These questions will guide you to make the right decision.
Copyright: Business Brokerage Press, Inc.
Read More
Selling Your Business, Taxes & Tax Structures
It is never too early to start thinking about what tax structure you should use when it comes time to sell your business. A simple, but undeniable, rule of life is that taxes matter and they can’t be overlooked. Tim Fries, a managing director at Lakeview Capital, advisor to the Founders and head of US business development, has written an excellent and quite detailed overview article on what tax issues business owners need to consider before selling their business. His article, “What Tax Structure Should You Use When Selling Your Business?” explores many aspects of a topic that many business owners fail to invest enough time in, namely taxes. The article appears in The Tokenist, a media platform co-founded by Fries for providing relevant, high quality, and differentiated information for the security token industry.
As Fries astutely points out, the taxes involving the sale of a business can be complex and are usually unknown to those selling a business for the first time. Your tax structure can influence how much money you receive at the closing of your deal, so it’s a very good idea to pay attention to all aspects of taxation and your business. It is key to remember, “When you are selling your business – as far as taxes are concerned – you’re ultimately selling a collection of assets.”
Fries points out that taxes and selling a business are no small matter. It is possible that up to 50% of the sale of a business can go to taxes. Don’t worry if you are learning this for the first time and feel more than a little shocked. However, this fact does a good job of illuminating the importance of setting up the right tax structure for your business. While you might not be able to get around taxes altogether by investing the time and effort to set up the right structure for your business, you can keep from paying more taxes than is necessary.
There are a lot of variables that go into how much you will ultimately have to pay in taxes. Let’s take a look at some of the key questions Fries raises in his article.
- Is your sale considered ordinary income or is the sale considered capital gains?
- Are you operating as an LLC, a sole proprietorship, a partnership or are you operating as a corporation?
- What portion of the sale price goes to tangible assets as compared to intangible assets?
- Is there a difference between your tax basis and the proceeds from your sale?
- What does your depreciation look like?
- Don’t expect that the buyer will instantly agree to your terms.
- Realize that the decisions you make during negotiations with a buyer will have tax implications.
- Is an installment sale right for your business?
- With C corporations, sellers usually want a stock sale whereas buyers generally prefer an asset sale.
- Cashing out immediately, where you receive all your funds at once, will increase your tax liability.
- Have you considered switching to an S corporation?
- Have you consulted with experts to decide which tax structure is best for you?
- Have you consulted with a business broker?
Selling a business is obviously complicated. Finding a seasoned business broker can help you demystify many aspects of buying and selling a business. Ultimately, having the best deal structure and finding the right buyer can be a labyrinthian process. Having the very best professional help in your corner is simply a must.
Networking Expert to Speak Jan. 14 to Business Brokers
Marie Fratoni
Marie Fratoni, a business coach, human potential expert and master networker, will speak on Tuesday, Jan. 14, to the Georgia Association of Business Brokers.
Ms. Fratoni, CEO of Get Clients Everywhere, will talk about how entrepreneurs can cultivate fulfilling and profitable professional relationships through sound business-building strategies. The GABB is the state’s premier organization dedicated to professionals who buy and sell businesses in Georgia. The meeting will begin at 10:30 a.m., preceded at 9:45 a.m. by a free continental breakfast and networking session. The GABB meets at the auditorium of the Georgia Association of Realtors building at 6065 Barfield Road, Sandy Springs, GA, 30328.
As the CEO of Get Clients Everywhere, Marie Fratoni works globally to help professionals build solid, long-term, successful businesses. She coaches business owners and professionals to become savvy, social, and successful through cultivating professional relationships that are both fulfilling and profitable. She provides sound business building strategies, coaching, and growth-filled seminars that are fun, dynamic and valuable.
As a community leader, Marie makes a difference! She is a staunch advocate for women in business, founding and leading several professional groups throughout the years designed to up-level the careers of women including the Women’s Professional Development Network (WPDN) in Atlanta.
Her strong community involvement in charitable causes and organizations has placed her into the Who’s Who of Women in Business and the Who’s Who of International Business. Marie is a Registered Corporate Coach, RCC, popular speaker, and she truly enjoys helping business owners double or triple their income.
The GABB is the state’s largest and oldest association of professionals who specialize in brokering the purchase and sale of businesses and franchises. Broker members help owners determine the asking price of their business, create marketing plans and strategies for selling their business, identify and qualify buyers, and have the knowledge, experience and skills needed to help maintain the confidential nature of the process. The professionals of GABB relentlessly pursue professional development so they can provide superior, ethical services for all customers and clients. Affiliate members include bankers, lawyers, appraisers, insurers and other professionals who work closely with brokers to help owners and buyers get to the closing table.
For more information about GABB, please contact GABB President Dean Burnette at 912-247-3209 or dean@b3brokers.com, or GABB Executive Director Diane Loupe at diane@gabb.org or 404-374-3990.
If you are not a GABB member and wish to attend the meeting, please fill out this form. GABB meetings are free and open to the public.
Read More