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Demystifying Add-Backs and Seller’s Discretionary Earnings: Unlocking Business Value

April 5, 2024
If you're a business owner who is thinking of selling, it's important to start preparing early. The process of selling a business can be complex, and there are a lot of things to think about.
In this blog post, we will explain the entire process, from start to finish.

1. Build a Strong Credit Profile

One of the first things lenders will examine is your credit history. A solid credit profile significantly enhances your eligibility for SBA loans. Ensure your personal credit score is in excellent shape. Address any outstanding debts, late payments, or discrepancies in your credit report. Demonstrating responsible financial management gives lenders confidence in your ability to manage a business loan.

2. Develop a Comprehensive Business Plan

A well-crafted business plan is more than just a document; it’s your roadmap to success. Lenders will want to see a detailed plan that outlines your business goals, strategies, financial projections, and how you intend to use the loan. This demonstrates your commitment to the business and your ability to manage it effectively. Consider including a thorough market analysis, marketing strategies, and a clear exit plan.

3. Prove Your Experience and Expertise

SBA lenders value experience in the industry you’re entering. Showcase your knowledge and expertise in your business plan. Highlight any relevant experience you’ve gained from previous positions, entrepreneurial ventures, or specific training. The more you can demonstrate that you’re well-prepared to run the business successfully, the more attractive you’ll be as a loan applicant.

4. Put Together a Strong Personal Financial Statement

In addition to your credit history, lenders will want to review your personal financial statement. Provide a clear and accurate picture of your assets, liabilities, and net worth. Be transparent about your financial situation, as lenders appreciate honesty and thoroughness in this regard.

5. Secure a Down Payment

Most SBA loans require a down payment, typically around 10% to 20% of the purchase price. Having a substantial down payment demonstrates your commitment to the business and reduces the lender’s risk. Prepare your finances to ensure you have the required down payment readily available when you apply for the loan.

6. Gather Your Documentation

Lenders will require extensive documentation to process your SBA loan application. Be proactive and organized in gathering the necessary paperwork. This can include tax returns, financial statements, business contracts, and any other relevant documents. Being well-prepared can expedite the application process and demonstrate your professionalism to lenders.

7. Choose the Right Lender and Build a Relationship

Not all lenders are created equal when it comes to SBA loans. Research and select a lender experienced in SBA lending and who understands the nuances of buying a business. Building a relationship with your lender can also work in your favor. They can provide guidance throughout the process and increase your chances of approval.

8. Seek Professional Assistance

Navigating the complexities of an SBA loan can be challenging. Consider enlisting the help of professionals, including business brokers and financial advisors, who are experienced in facilitating these transactions. Their expertise can streamline the process and improve your chances of success.

9. Be Patient and Persistent

The SBA loan application process can be time-consuming. Be patient and persistent in following up with your lender and providing any requested information promptly. Your determination to secure the loan can work in your favor.
In conclusion, securing an SBA 7(a) or 504 loan to buy a business requires careful preparation and diligence. By building a strong credit profile, developing a comprehensive business plan, demonstrating your expertise, and working with the right professionals, you can significantly increase your chances of obtaining the financing you need to acquire your dream business. Remember that patience and persistence are key, and a well-organized approach will help you navigate the process successfully.
What are the ways I can minimize tax implications when selling my business?
Minimizing tax implications when selling your business is a crucial aspect of maximizing your overall proceeds from the sale. Here are several ways to mitigate tax liabilities:

One of the most significant tax considerations is how you structure the sale. You can typically choose between an asset sale and a stock sale:

Asset Sale: In an asset sale, you sell the individual assets of your business (e.g., equipment, inventory, customer lists) to the buyer. This can allow for better allocation of the purchase price among various assets, potentially reducing the tax burden. However, keep in mind that you may have to pay taxes at the corporate level for any gains on the sale of assets. Consult with a tax advisor to optimize this structure.

Stock Sale: In a stock sale, you sell the ownership (stock or shares) of your business. This may lead to favorable capital gains

  • Qualified Small Business Stock (QSBS)

    If your business meets certain criteria, you may be eligible for Qualified Small Business Stock (QSBS) benefits. Under Section 1202 of the Internal Revenue Code, you can potentially exclude a portion of your capital gains from the sale of QSBS. To qualify, your business must be a C corporation, meet active business requirements, and satisfy other criteria. Consulting with a tax professional is essential to determine eligibility and benefits.

  • Opportunity Zone Investment

    If you invest the proceeds from the sale in a qualified Opportunity Zone Fund, you can potentially defer and reduce capital gains tax. Opportunity Zones are designated economically distressed areas where investments can offer significant tax benefits. This strategy can be complex and requires adherence to specific regulations, so it’s vital to consult with a tax advisor.

  • Installment Sales

    An installment sale allows you to defer the recognition of a portion of your gain over several years. Instead of receiving the full sales price upfront, you agree to receive payments over time. This can help spread the tax liability and reduce your overall tax rate, as you’ll only pay taxes on the payments received in a given year.

  • Section 1031 Exchange (Like-Kind Exchange)

    While typically associated with real estate, a Section 1031 exchange can also be used for certain types of personal property. This provision allows you to defer capital gains tax by reinvesting the proceeds from the sale into a similar business or investment property. Like other tax strategies, it’s essential to consult with a tax advisor to ensure eligibility and compliance with IRS rules.

  • Estate Planning and Gifting

    Estate planning strategies can help minimize the impact of capital gains tax when selling a business. Gifting shares of your business to family members or placing them in a family limited partnership can reduce the overall tax liability upon sale. Be sure to work with an estate planning attorney to structure these arrangements properly.

  • Tax Credits and Incentives

    Depending on your industry and location, there may be specific tax credits or incentives available to business owners. Research and consider any federal or state programs that could reduce your tax burden.

  • Employee Stock Ownership Plan (ESOP)

    Converting your business into an ESOP can be a tax-efficient exit strategy. ESOPs are employee benefit plans that buy, hold, and sell company stock on behalf of employees. When structured properly, the sale of your business to an ESOP can result in significant tax benefits.

  • Consult a Tax Professional

    It cannot be stressed enough: consulting with a qualified tax professional who specializes in business sales and has a deep understanding of your specific situation is crucial. Tax laws and regulations are complex and subject to change. A tax advisor can provide personalized guidance, help you navigate the complexities of tax planning, and ensure you make informed decisions that minimize your tax implications legally and effectively.

  • Due Diligence and Proper Documentation

    Ensure that you maintain thorough records of the entire sale process and any tax planning strategies employed. This includes documenting the sale structure, any tax elections, and the use of any exemptions or credits. Proper documentation is essential in case of an IRS audit.

    Remember that tax planning should be an integral part of your overall business exit strategy. By employing these strategies and working closely with a tax professional, you can optimize your tax position and retain more of the proceeds from the sale of your business.

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