A Business Broker representing the Seller is legally bound to represent the interests of that Seller, even if it is not always in the Broker’s own best interests to say or do some of the things the Broker is called upon to do. Frequently, changes in the market or even changes in the Seller’s own business can demand that we disclose information to our Client that any Seller may not want to hear.
Whether the Seller decides to act on the information that the Broker discloses, is up to that particular Seller. The Seller – the Client – always has the final say in whatever decision is ultimately made. The Broker brings his/her knowledge, experience and personal business contacts to the transaction, in many cases for the principal purpose of allowing the Seller to make those intelligent decisions for him or herself.
Changes in the market can occur during varying cycles in the economy, and they can also occur even seasonally. But there has been no change in the market that has ever occurred in the United States, that is in any way similar to what is going on now with the COVID crisis. Some people have likened this to World War II; however, even during World War II, people were allowed to get together in close proximity to each other. So, even though businesses may have slowed in many areas, only in rare instances where they ever shut down completely, or forced to close their own doors because of a complete prohibition of travel or the ability to assemble together in groups.
This crisis has obviously created a mammoth change and personal behavior, which has trickled down to every nook and cranny of our culture. Banking, as we discussed in the last post (https://wordpress.com/post/comBroker2.wordpress.com/82), has suffered along with the rest of us. But there have been certain updates since that last post, and that is the reason for this update.
We have continued to speak to any number of Banks, particularly those that cater to SBA lending opportunities, because that is where a number of our own Clientele sees the greatest success from purchases of their businesses. As we discussed in that last post, the majority of Banks are not extending any new loans – SBA or otherwise – because they are reserving the Bank Capital for refinancing or working out loans they currently have on their books. They are attempting at all costs to avoid foreclosures with those current loans, and attempting to find ways to work around what they hope will be a short-term crisis.
Many are still taking applications for business loans, but have no real intention of acting on those loans, at least at present. They are using those applications to formulate a waiting list of applicants, for future use. This is by no means an incorrect or unethical practice, unless they are giving the applicant the impression that the Bank is immediately, actively and aggressively working toward fulfilling that loan. And almost none of them are in a position to fund such new loan opportunities.
Banking itself is in a bit of chaos, not of their own doing, but because of what the COVID crisis is doing to the economy. To a very large degree, Banks’ lending practices and the interest rates associated with those loans are predicated on what is going on in the industry represented by each transaction in question. For example, in the 1980s, Gas Stations were suddenly required by the Federal Government to replace their underground gasoline storage tanks from the older, bare steel tanks, to the newer, more long-lasting tanks made of composite materials. Though in the latter 1980s when the economy was extremely upbeat, it became incredibly difficult to get financing for those Gas Stations to be sold, until the tanks were replaced and great care had been taken to ensure there was no pollution at the site, either as a result of the leaking previous tanks or during the replacement process itself. Banks are exceedingly risk adverse, and many Banks did not want to fund Gas Station transactions at all.
In the current situation, like the example of the Gas Stations, we can point to a specific onset of when the economic downturn occurred and the reason for such a decline. But unlike the Gas Station scenario, the COVID predicament represents an enormous financial collapse across many businesses in many industries. Moreover, the current situation makes it virtually impossible to project when and how much of an economic revival we can anticipate, over what period of time.
The Federal Government Stimulus is an extraordinarily positive and aggressive economic strategic move. Will it be enough? No one really knows. And importantly from a very short-term perspective, it is currently in bedlam. We spoke to one prominent Banker this morning about the stimulus in general, and the comment was that now, with only about a week of experience, the entire terms of the stimulus from a regulatory Banking perspective had changed three times. The first change came only an hour after Banks had received their initial set of governmental guidelines.
The net result is that the Banks are a bit frozen in indecision, not knowing whether the guidelines and regs that have most recently been distributed are in fact, the final say. The net result is that the Banks have this far done nothing. As far as can be told, with every Bank we have to date discussed this issue, not one dollar from the stimulus program has been granted or distributed.
This is not to lay blame on either the Federal Government or the Banks. It is a lousy, lousy situation, particularly for small business people that are desperately in need of such assistance. But the fact is that neither the Banks nor the Feds could ever conceive of a collapse this deep, with the stimulus this aggressive, and all the terms and controls that would be required to implement this kind of a strategic plan. That is to say, they are making it all up as they go along.
What this means to the Business Owner looking to sell at this point is that, depending upon the size of the sale and the demand for that kind of business model, the Business Owner may, and probably will need to act as “the Bank”, in funding the sale. Unless the business is small enough, and the Buyer is wealthy enough to be able to pay cash, there simply are very, very few alternatives.
No Business Owner wants to take a note! And frankly, we agree 100% with that philosophy. Our belief is that the current Business Owner took a risk when he/she bought or started that business from scratch; he/she should really not have to take a risk in selling it.
But the alternatives are not pretty, and none are to the Seller’s advantage. The first alternative is to simply refuse to sell at this point in time, and wait until the economy improves. The negative is that of course, as was stated above, we have absolutely no idea how long that could take. Moreover, no Bank will make a loan for any business that has Revenue and Profit that demonstrates a recent history of decline. The Bank would certainly understand that the decline was caused by the COVID crisis; but what they cannot forecast is how fast and to what degree the business will experience a resurgence. Or will there ever be a recovery? That uncertainty, that risk is something with which no Bank will deal. The Business Owner is then faced with the prospect of having to rebuild the business and proving, through Tax Return documentation that the business recovery has in fact taken place. So, if the COVID crisis ends at some point in 2020, the Business Owner is going to have to wait until he/she files Tax Returns at the end of 2021, in order to minimally demonstrate the value and perceived stability of that business.
The second alternative is really a function of the first, in that if the Business Owner decides to wait until the end of 2021 two list and potentially sell the business, one can only assume that many, many others will do the same. If a large number of businesses are placed for sale, all let’s say on or about March 1, 2021 after filing their taxes, there will be a potential glut in the market of businesses for sale. If the business in question is very unique, this may not be as much of an issue. But if the business is more of a generalized type of enterprise, the laws of supply and demand would suggest that a market glut of this type would radically reduce the value and resulting price of any business.
The third alternative is for the Buyer to potentially avoid Banks altogether, and seek Angel Investors or other types of private funding in order to make an acquisition. This kind of funding strategy is frankly not necessarily in the best interests of either Buyer or Seller, in most cases. The biggest, singular reason is that private investors would normally charge far more than what would be the rates demanded by the Banks. Any specific small business has an average historical Cash Flow on which prices are estimated. In this case, Cash Flow means the amount of money remaining after all Business Expenses have been made; this, then is the money with which loan payments (Debt Service) must be made and for which the New Owner can pay him/herself.
The Cash Flow is perceived as being very narrowly defined and very finite, in terms of dollars and cents. Therefore, if the Buyer is forced to go to a private lender, and that private lender charges a much higher rate than what might have been charged by a Bank, the rate of interest appreciably increases the Debt Service that must be paid by the Buyer on a monthly basis. And since that Cash Flow is defined in very finite terms, and since most Buyers see the income they require as being equally well defined, because they have their own home mortgages, utilities, car payments and credit cards that must be paid on a monthly basis as well, the only real variable is what they would be willing to pay for the purchase of the business itself. If Debt Service payments go up, their only recourse is to offer a lower price, so that the Cash Flow available to them remains at an adequate level.
Any price can be set by any Seller and his/her Broker. But the final sale will be dictated by whatever a ready and able Buyer is willing to pay. Having been in this business now for more than 20 years, it is still surprising how “the market” of Buyers normally arrives at about the same level of pricing.
There are ways to maximize a price through Seller financing. And there are any number of ways of protecting the Seller during this kind of financing process, if this is a route the Seller chooses to take.
Selling a business is always all about judging and acting on alternatives. Unfortunately, the COVID era has narrowed some of those choices. The wise Seller understands this well in advance, because no one likes these kinds of surprises!
(Receive in-depth, personal consulting online, with The BAF Group’s principal at https://clarity.fm/donaldbarrick .
The BAF Group LLC is a full service Business Brokerage, with a history of more than a decade of service. Its Principal Broker possesses 25+ years of Business Sales and Divestiture. Although most of our work is involved in the Mid-Atlantic States, we have represented Sellers and Buyers throughout the Continental USA, and a number of overseas Buyers, as well. Some of our listings and additional information about us can be viewed at www.bafgroup.com. Thank you for your interest.)