FAQs - Buying and Selling a Business | Orange County Business Broker
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FAQs

1. What is Discretionary Earnings (DE)?

Discretionary Earnings or DE is the total economic benefit the owner derives from the business. This includes the owner’s salary, benefits, and personal expenses that are run through the business. DE is very important as it is used to determine the market value of the business.

To calculate DE start with the Net Profit shown on the business Tax Returns and then add back the owner’s salary and all benefits. While this may appear to be simple, finding and determining these add backs can be complicated. An experienced business broker can accurately recast the financial statements to calculate the correct DE for a business.

DE is used in most valuation methods including by SBA lenders. EBITDA (Earnings before Interest Taxes Depreciation and Amortization) is also used in valuations, the difference between the two is that DE includes the owner’s salary and EBITDA has a manager’s salary included in the company expenses. Thus valuation multiples for DE are lower than those for EBITA as the DE multiple is applied to a larger earnings figure and EBITDA multiples are applied to much lower earnings figures. The result is generally close if the earnings are calculated correctly.

2. How is a business valued, how is market value determined?

The most common method for valuing a business is using a multiple of the company’s earnings. Two critical factors in determining an accurate value are using the correct earnings and the correct multiple.

Earnings drive and determine the value of a business and are used in the most commonly used business valuation methodologies to calculate the business value. The two principal earnings used are DE (Discretionary Earnings) and EBITDA (Earnings Before Interest Taxes Depreciation and Amortization). The difference between these two is that DE includes the owner’s salary and EBITDA does not and includes the cost of a paid manager. DE is always a significantly higher figure than EBITDA.

Valuation multiples based on DE are much lower than those based on EBITDA as DE is a higher figure. While DE and EBITDA multiples are very different, they produce similar valuation results when used properly. Multiples also vary by industry as well as by company earnings and revenue. Thus it is best to obtain comparable sales (comps) for a business of a similar size in the same industry.

3. How do I finance the sale or purchase of a business?

The three primary sources of financing for buying or the sale of a business are:

  1. SBA financing
  2. Seller Note
  3. Personal Financing sources such as HELOC or other lines of credit

SBA financing is typically used on transactions over $250,000 and very common on transactions over $1 million. Seller Notes are often combined with an SBA loan to reduce the Buyer Down Payment. For example with SBA financing for 75% of the transaction value and a Seller Note for 10% of the transaction value, the Buyer Down Payment is just 15%. SBA financing also offers attractive terms of 10 years at prime plus 2.75%.

When SBA financing is not available the only alternative is a combination of cash plus a Seller Note.

For more information see our pages on SBA Financing and Financing the Sale of my Business.

4. Confidentiality; how do you keep the sale of my business confidential?

Confidentiality of the prospective sale is a paramount concern to business owners. All of our ads are blind ads with general-broad descriptions of the business, services, and products. No specific location is provided in the ads and only a general area such as Orange County or Southern California is provided in the ads. Buyers receive our Confidential Business Profile of the business after they have completed our Confidentiality Agreement and Buyer Profile. The Buyer Profile requires the buyer to provide a personal financial statement and background information so we can review their financial qualifications.

5. When is the best time to sell my business?

The best time to sell your business is when revenue and earnings are on an upward trend or at a minimum stable. It is possible to sell a business with declining sales, but the market value suffers and it takes longer to sell in this situation. Businesses with strong earnings and revenue growth fetch a premium.

6. What are the taxes associated with the sale of my business?

The tax liability depends on the type of transaction, a stock sale or an asset sale, as well as a number of factors related to how your CPA has done tax planning. It is critical to discuss tax planning with your tax advisor prior to selling your business as some tax strategies need to be set up well in advance. We work with several tax strategy CPAs that can work with you to dramatically reduce your tax liability.

7. How Long does it take to sell a business?

The length of time to sell a business depends on several factors. The asking price is a key factor in that if a business is priced at a premium, above market value, it will take much longer to sell as it will receive far few inquiries than businesses that are competitively priced. The industry is also a factor in the time required to sell a business. Manufacturing, distribution, and B2B services tend to have more inquiries than retail. Another factor is earnings, businesses earning over $250,000 are in more demand than businesses earning less than $100,000 and tend have more inquires and sell faster (assuming they are priced competitively).

8. Non Compete Agreements, How Long, How Far?

Purchase offers included always include a Non-Compete Agreement for the Seller and any family members working in the business.  Most Buyers want a 5 year Non-Compete Agreement, in some cases a 3 year agreement will suffice and is acceptable to the Buyer.  The Non-Compete Agreement also has a geographic term usually in miles, cities or counties where the business operates.

In some instances such as retail businesses the geographic term may be very limited such as 15 to 25 miles.  On the contrary with manufacturing or distribution businesses the  geographic term may be for an entire county, state or even the US depending on the service area for the business.

9. How are businesses for sale advertised and marketed?

Sellers often ask, “how do you find buyers?”. We advertise on the major business for sale websites and we feature our advertised businesses so they appear at the top of the business for sale pages.

Of course, reaching thousands of buyers is only half the challenge, we need them to inquire about your business. We create engaging ads for the businesses we advertise selling the strengths and benefits of owning that business. The ads we create are general in nature and do not name or identify the location of the business but describe it in enough detail to generate interest and inquires.

We don’t solely rely on buyers finding our ads, we also send email blasts to targeted buyer lists.

Our Confidential Business Reviews are the marketing brochure and comprehensive prospectus for your company.

We also use our CRM database of over 2,500 active buyers to search for buyers that have inquired about businesses similar to yours and inform them of new businesses for sale.

10. What are the typical Contingencies with the Sale - Purchase of a Business?

The contingencies with nearly every transaction are 1) Due Diligence 2) Lease and 3) SBA Financing.  Some Purchase Agreements may have contingencies relating to Franchisor Approval, Licensing, and Stock Sales have a 30 day Attorney Review for both Buyer and Seller.

11. What is Due Diligence in the Sale - Purchase of a Business?

The key contingency on every offer is Due Diligence.  After an offer has been accepted Due Diligence commences.  This is where the Buyer verifies the revenue and income of the business and reviews the business records, documents, procedures, etc.  This is the Buyer’s opportunity to confirm the veracity of the business.

Due Diligence typically included a review of the following:

  1. Last 3 years business tax returns
  2. Last 3 years P&Ls and Year to Date P&L
  3. Current Balance Sheet and Balance Sheet from most recent year end
  4. Bank Statements last 3 years (month by month)
  5. Review of Recast Financial Statements and Seller Expenses Added Back with the Seller
  6. A/R reports
  7. A/P reports
  8. Payroll reports, W2 reports, and 1099s
  9. Review of Contracts
  10. Invoices
  11. List of Customers and review of any customers exceeding more than 20% of annual sales
  12. Equipment List
  13. Inventory
  14. Review of Seller’s Insurance Policies and Workman’s Comp Policy
  15. Lease
  16. Licenses
  17. Review of Seller Disclosure Statement with the Seller
  18. Corporate Documents (if a stock sale and sometimes requested in Asset Sales by Buyer’s Attorneys)
  19. Plus additional items specific to the business or industry or requested by the Buyer’s advisors

Seller’s Due Diligence:

The CABB (California Association of Business Brokers) Purchase Agreement has provisions for both Buyer and Seller Due Diligence.  Seller Due Diligence usually involves a review of the Buyer’s financial wherewithal, credit score, bank pre-approval, and resume or bio.