eNewsletter
December 2017

Featured Clients this issue:
**Details of each client below article

- RELOCATABLE! Scientific Contract Research Services #1517
- Profitable Educational/Training Franchise #1516
- Electrical Service & Repair #217



                                                           
Starting in 2018, the SBA will say "Show me the Money" when it comes to Business Acquisition Loans.

The Small Business Administration (SBA) recently made changes to its standard operating procedures (SOP), which banks must follow when approving and administering SBA guaranteed loans.  The changes are effective January 1, 2018 and were recently announced at the national annual Government Guaranteed Lenders conference, held at our very own Broadmoor Resort in Colorado Springs.  While some changes are more administrative in nature, others, such as increased equity requirements for business acquisition loans, will have a more profound effect on the buyer's required cash equity and how banks underwrite SBA loans.

Why is cash equity important?

Why does the SBA require the buyer to contribute their own cash equity?  First, equity lowers the amount of the loan, thus freeing up capital to sustain and grow the business.  Second, bringing cash equity to the closing signals the new owner's commitment to the business.  Business owners who have their own cash at risk are much less likely to walk away from the business when it experiences a challenge, as all businesses do.  In fact, the SBA provides specific guidance that borrowers must have "sufficient invested equity to operate on a sound financial basis to insure its long-term survival" (Code of Federal Regulations 13 102.150).  Lastly, equity in the business reduces the risk to the bank, allowing it to approve more loans. 

SBA equity requirement changes are in the works.

While banks have always been required to assess the adequacy of equity in a purchase, the new SOP 50 10 5(J) effective January 1, 2018 mandates a minimum 10% equity injection for new starts and changes of ownership AND requires at least 10% equity on post-sale pro-forma balance sheets.  Previous to the change, the SBA allowed seller carry notes, which were on "full standby for at least 2 years" (no payments), to be considered equity.  In general, the SBA currently requires 25% equity in the form of a combination of seller carry on 2-year full standby and buyer cash equity.  After the proposed changes, seller carry notes will only be considered equity if the note is on full standby for the ENTIRE term of the SBA loan.  Furthermore, at least 50% of the required equity must come from the buyer's own resources.  For example if the purchase price of the business is $1,000,000, then the seller can only provide half of the mandatory equity injection of $100,000.  In this example, the seller provides a full standby note of $50,000 and the buyer provides cash equity of $50,000.  So, while the overall amount of the equity required will be reduced from 25% to 10%, the requirements for seller carry notes and buyer's cash equity are more restrictive as the company's balance sheet must also show at least 10% equity as a percent of assets being retained in the company.  The new SBA requirements are still subject to change, so stay tuned.

How about other sources of buyer equity?

Can the buyer's cash equity injection be borrowed?  In most cases, the answer is no.  One exception is if the debt will be repaid from other sources of income (e.g. spouse's income).  Can the buyer's cash equity injection come from retirement accounts?  The answer is yes, so long as there is no requirement for the business to repay the withdrawal (e.g. during 60 day window to avoid IRS penalty).  Can the source of the cash equity be in the form of a "gift?" The answer is yes, as long as there is no expectation that the gift be repaid.  Furthermore, the gift cannot be provided by the seller.  In all these cases, should the borrower mask the source of the equity in violation of SBA requirements, both the bank and borrower could face a possible action of fraud and the bank would lose its SBA guaranty.  I suspect that the SBA will also give greater scrutiny to business evaluations to ensure that the business acquisition price is not inflated to compensate for full standby seller carry notes for the life of the SBA loan. 

What else do I need to know?

Again, prudent SBA lending requires that banks evaluate each SBA loan on a case-by-case basis.  While some business acquisition transactions may warrant using the minimum mandatory 10% equity requirement with 50% of the equity coming from the buyer, other situations may require higher equity.  I would recommend consulting with your bank during the due diligence process to ensure a smooth sale transaction.  Banks that are designated by the SBA as Preferred Lending Program (PLP) lenders have demonstrated their ability to originate and administer SBA loans and are generally more knowledgeable about SBA programs and use a more streamlined process when underwriting SBA loans.

Jim Harris is a Senior Vice President and Manager of Commercial Banking at Peoples Bank, Colorado Springs' largest local and family owned bank.  He leads a team of 11 bankers.  Together his team ranked #1 among Colorado Springs Community Banks in SBA loans for Colorado Businesses.  Peoples Bank is proud to be an SBA PLP approved lender.  Peoples Bank will soon be joining with Community Banks of Colorado, which will expand its foot print across Colorado to over 44 locations. Jim can be reached at 719-264-2086, jharris@epeoples.com
 
Our firm, and many of our clients' firms, have had a very successful 2017.  As a result of a hardy economy, particularly in Colorado where many of our clients are located, we anticipate that the strong momentum will continue into 2018.

I would like to take this opportunity to wish all of you a pleasant and safe holiday season and a prosperous 2018.

The majority of our business is derived from referrals. Please consider referring our services if you encounter a situation involving the potential purchase or sale of a business.


Ronald V. Chernak
President
 
Inspiring business relationships since 1982!
RELOCATABLE! Scientific Contract Research Services  #1517
Founded in 2000, this biopharmaceutical company develops testing kits for both academic and government entities to measure the potential toxic side effects for stem cell research.   Many of the top biopharmaceutical companies in the world utilize this technology to effectively test and predict toxicity and potential damage to cells.   As an early leader in the industry along with holding many active patents and proprietary methodologies, this business is ready for new ownership to leverage its existing industry relationships and further profit by fully scaling the distribution of its many product lines.  The owner is looking to retire, but is willing to stay on for a period of time to help in a successful transition of the intellectual property and all in-house lab procedures.   Because clients are spread out across the U.S., the current production lab could be easily moved to another location, if necessary.  Gross Sales and SDE reflect a 4-year average.  
  • Purchase Price...TBS
  • Down Payment...TBS
  • Gross Sales...$566,407
  • SDE...$92,067

For more information contact Rob Amerine rob@fbb.com.
Profitable Educational/Training Franchise #1516
This profitable company has carved out a desirable niche in the growing field of financial education and training.  It is based in a popular, upscale suburb about 25 minutes from downtown Milwaukee.  The business expects to complete the current tax year with a Seller's Discretionary Earnings over $300,000.  There are well-trained, experienced employees in place.  Long term demographics, such as retiring baby boomers, help make this industry's prospects appealing.  The company conducts business in the protected territory of Wisconsin.  Classes are sometimes also held in major markets, such as Madison and Wausau.  Franchisees enjoy the support of an internationally successful franchisor.  The new owner will benefit from the franchisor's ongoing support and guidance, as well as local training and transition assistance from the current owner.  This business should be appealing to a wide range of experienced business operators (especially in sales or training) looking for an established company with gr0owth opportunities.  
  • Purchase Price...$1,100,000
  • Down Payment...$300,000
  • Gross Sales...$2,575,075
  • SDE...$362,338

For more information contact Ron Brasch rb@fbb.com.
Electrical Service & Repair #217
This business was established in 2004.  The company has seven employees that include two master electricians.  Although service work is a very important part of the business, the company also contracts with property owners and general contractors.  We believe this business should make a nice acquisition candidate for an industry buyer or an electrician looking to own their own business.   
  • Purchase Price...$250,000
  • Gross Sales...$700,444
  • SDE...$143,868

For more information contact Lynn Lage lynn@fbb.com.
**Terms & Definitions

TBS (To be suggested by Purchaser) - Seller, in his/her sole discretion, has the right to accept or reject all offers.

Seller's Discretionary Earnings (SDE):  A term used to denote a business's cash flow or the amount of pretax money a buyer can expect to earn in first-year operations.

EBITDA (Earnings Before Interest, Taxes, Depreciation & Amortization):   All interest, tax, depreciation and amortization entries in the Income Statement are reversed out from the bottom line Net Income (It purports to measure cash earnings without accrual accounting, canceling tax-jurisdiction effects, and canceling the effects of different capital structures.)
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