SBA, After Backlash, to Ease Limits on Loans for Buyouts

SBA, After Backlash, to Ease Limits on Loans for Buyouts

By EMILY MALTBY

The Small Business Administration, after enduring a backlash from lenders and business appraisers, plans Oct. 1 to modify a restriction it had placed on loans used to finance acquisitions of small companies.

In March, the SBA, capped the guarantee it was willing to extend on "goodwill" financing, which is the amount of a loan used to purchase an existing business's intangible assets, such as an established name, brand or customer base. The market price of a small business is based partly on its tangible assets, such as property, equipment and inventory, but often primarily on its goodwill. For some firms for sale, such as professional practices, Internet companies and service firms, the value of intangible assets can range between 55% and 95%.

For years, lenders were free to administer SBA-guaranteed loans with any amount of goodwill financing. But in March, the SBA changed its rules so that guarantees for goodwill financing would be capped at $250,000, or 50% of the loan amount, whichever was lower. The rules were designed in part to prevent sellers from inflating companies' intangible assets.

SBA-guaranteed loans are a small proportion of small-business loans. But the move didn't help in a market already taking a beating, business-acquisition specialists said. In March, closed business sales were 33% below the levels seen a year earlier, according to BizBuySell.com, an online marketplace for business acquisitions based in San Francisco.

"It was the antistimulus," said Ronald Feldman, chief executive of Siegel Financial Group, a consultancy firm for small-to-midsize business acquisitions in Bala Cynwyd, Pa.

Starting in October, the SBA is raising the cap on its guarantee of goodwill financing to $500,000. If the goodwill financing exceeds that amount, the SBA will recommend that lenders consider requiring more equity from the borrower or seller. SBA spokeswoman Hayley Matz said the agency adjusted the cap after collecting data on goodwill financing, and found that the average goodwill amount was close to $400,000. "We want to make sure they have continued access to capital," Ms. Matz said.

The National Association of Government Guaranteed Lenders, a Stillwater, Okla., group that represents lenders that make SBA loans, said the new rules are less restricting.

"Lenders really tightened up on business acquisitions after the March 1 rules took effect," said Tony Wilkinson, the group's president and chief executive. The guidelines also clarify the circumstances under which lenders may process loans. For instance, for goodwill financing that exceeds $500,000, the SBA recommends 25% in equity from the purchaser.

The guidelines are seen as a compromise between the free rein on goodwill that lenders and business appraisers had historically experienced and the March rules. For potential buyers, the new rules, like the March rules, may provide security that they aren't overpaying for a company's intangible assets.

Jeanine Vigeant of Providence, R.I., said she wished some goodwill restrictions were in place when she took out an SBA loan in April 2008 to buy a business that imported shoes from China for U.S. distributors. She paid $1.5 million for the business, relying on the seller's word that the loyalty of 10 customers, the primary basis for the goodwill, which made up 95% of the price, would continue.

But, within months of acquiring the business, those customers had severed their relationship, she said. Ultimately, she and her son, a partner in the business, defaulted on the loan after six months. The sellers of the business didn't return calls to comment.

"When I read [in March] that the SBA would put a cap on the goodwill or hold the seller accountable for more, I couldn't resist writing to the SBA," she said. "I told them I wished this had happened a year earlier, because then I would not be in this position."