By Rick Newman, Managing Partner of Commercial Capital Network, LLC

The BIG Picture:  All Bed & Breakfasts/Inns are unique by design; in fact, it is that unique quality that separates one Bed & Breakfast/Inn from the next.  Innkeepers invest their energy and capital over time to create a welcoming and hospitable environment that is unique to their community and valued guests. While the charm and ambiance of an inn add to a patron’s experience, such intangibles have only an indirect effect on the actual value.

An Inn’s commercial market value will ultimately be determined by evaluating the values of the real estate, cash flow, good will and sometimes furniture, fixtures and equipment (FF&E).   It is important that you are comfortable with this value before making an Offer to Purchase or a Contract of Sale.  Realtors who specialize in marketing and selling Bed & Breakfasts/Inns have access to comparable sales data and property specific financial information that should support the asking price and may be made available to “Qualified Buyers”.   The concentration of Bed & Breakfasts/Inns in a particular area may or may not be insufficient to develop the comparable sales data that will be acceptable to a lender.   A lender familiar with the industry, an accountant or qualified industry consultant’s services should be used to analyze the financial data to be sure that income from the property can support the debt service relative to the down payment and your investment objectives. 

The Contract of Sale is the controlling document in a purchase and should reflect terms that are practical relative to the down payment and the financing terms for which you are best qualified.  The value of the business’s “Good Will” and FF&E may be assigned separate values from the real estate in the Contract of Sale. Try to avoid this if possible as loan programs that accommodate financing anything other than real estate are less flexible and sometimes difficult to obtain. It is always a good idea to consult with a knowledgeable lender before entering into a Contract of Sale, since a lender who is familiar with bed & breakfast properties can pre-qualify you specifically to the property you have identified.

Most Contracts of Sale contain a mortgage contingency clause of 30 to 45 days, the exception being cash transactions, 1031 exchanges of equal value or sales where the seller has agreed to be the primary lender. The contract will also contain inspection clauses for items such as insect infestation, plumbing, HVAC, electrical and the structural integrity of the building(s).  During this ‘due-diligence period,’ it is also common to incur attorney fees, survey fees and title fees. 

It is therefore important to note, that should the appraised value be determined to be less than the contract sale price, the appraised value will be used to determine the actual loan-to-value, rather than the contract price.  If this should occur and the parties cannot agree on a revised value or contract terms, the buyer risks losing all or a portion of his/her due-diligence expenses.   It is also worth noting that when a property’s value as determined by a qualified appraiser is less than the contract price the parties to the contract may decide to re-negotiate the sales price and modify the contract accordingly; however, since appraisals often take thirty days or more to complete, the parties and their agents may find it challenging to work through their respective issues and ultimately the seller may decide they will not or cannot accept the lower value. 

Conclusion:  In the end, determining the value of your business could save all concerned time, money and the anxiety associated with the unknown.  The real benefit is that Innkeepers and their realtors can market the property with confidence by having a qualified valuation or appraisal available to share with qualified buyers, their advisors, realtors and ultimately, a lender. 

Note:  Most lenders will only accept an appraisal if dated within six months of the date on the appraisal, it may also be acceptable to the lender to have the same appraiser update the appraisal which is deemed out of date which will save the buyer time and money.

By Rick Newman, Managing Partner of  Commercial Capital Network

Few investors/entrepreneurs realize that they have the ability to finance the purchase of a business with retirement funds. Most people believe that there are only two options available to them if they want or need to access capital from their plan/s. Borrowing involves repaying the principal and interest and an early withdrawal may be subject to a pre-distribution tax and penalties. There is another way…

The Employee Retirement Income Security Act (ERISA), which created the IRA in 1974, places surprisingly few restrictions on how retirement money can be invested. Except for life insurance or collectibles-such as artwork or coins-IRA funds can be placed in just about anything. Tens of thousands of investors have switched their retirement savings to self-directed accounts since the stock market correction of 2000 and 2001. By some estimates, 3% of the $3.5 trillion held in IRAs is now in alternative investments-and the number is growing.

Here is how it works…

A new C Corporation will be formed and will sponsor a new 401(k). Your retirement funds are rolled into this new Self Directed 401(k) and the retirement monies will invest in the stock of the new C Corporation giving the Corporation the cash to purchase the inn.  The new retirement account invests directly into your new C Corp. by purchasing as much as 95% of its stock, providing the necessary capital to fund the down payment or as much as 95% of the entire purchase.  Your new Self-Directed Retirement Account actually purchases the stock of a company you control, much as if your IRA or 401(k) were to purchase shares in a publicly traded company.  Here are the benefits… when you purchase an inn with this type of structure you do not re-pay a loan which adds to overhead and you will not incur penalties and taxes due to a distribution – it is a stock investment.

Profits can flow into your Self-Directed retirement account and can be sheltered proportionate to how much stock it owns in the corporation. Ultimately, once you sell the inn, any gain from the sale of the sale will be tax deferred in the same way as the profit. The accumulated tax deferred profits and the gain from the sale, are now available for re-investment.

Lastly, when the cash requirement exceeds the capacity of just one investor or where multiple investors are required to invest in a single project, one Self Directed 401(k) plan may be created to accommodate multiple investors to roll-over their assets into this account.

Note: Custodians don’t offer investment advice-that’s the self-directed part. No outsider can guarantee the soundness of your investment strategy and that can be as terrifying as it is liberating. As always, talking with a good financial advisor who is knowledgeable in your area of interest is important. Unless you have both time and capital to spare, you should be cautious before putting your entire nest egg into a new business. However, investors with a strong do-it-yourself streak and a compelling alternative investment strategy may want to consider joining the growing ranks of people who have decided to invest their retirement funds in themselves.

CCN’s Verified Financials™ program is designed to provide Innkeepers and realtors a designation that can be used to instantly differentiate their hospitality property listing from other B&B listings on Industry Websites, Multiple Listing Services, and conventional advertising.

CCN’s Verified Financials^TM certification signifies that an independent evaluation of the inn’s business financials has  been conducted and that the historical income & expense documentation reconciles to its Federal Tax Returns.  Aspiring Innkeepers and their advisors understandably require copies of an inn’s financials to determine that the income from the inn will be sufficient to pay all expenses, service the desired loan and produce an acceptable bottom line relative to the ongoing financial needs of the buyer; the former must logically be determined before a well informed buying decision  can be made.     

CCN’s underwriting process examines the following to determine an acceptable range of debt relative  to the average of the historical business cash flow:

• Three (3) most recent years Federal Tax Returns
• Three (3) most recent Income & Expenses Statements
• Current Year to Date Income & Expenses Statement
• Prior Year Income & Expenses Statement for the corresponding period

CCN’s confidentiality policy and practices protects the ALL financial data and documentation.    CCN shall:

• Evaluate all financial documents and proofs necessary to issue its opinion on business financials as they relate to commercial financing
• Entitle the innkeeper/owner, agents or representatives to use the Verified Financials™ designation in all media and advertising

Note: Underwriting a commercial financing combines an analysis of both the business being acquired and the personal qualifications and assets of the principal/s seeking to purchase.

As an added benefit, CCN will confidentially retain this financial data and documentation; this service insulates an owner from sharing sensitive data with un-qualified prospects.   Once a Pre-Qualified Buyer™ has been identified; the property/business data may be combined with that of the buyer to efficiently underwrite the feasibility of a successful transaction.

CCN’s Pre-Qualified Buyer^™evaluation and designation, was designed to provide Aspiring Innkeepers  a credible way to quantify how much purchasing power they really have as it relates to identifying hospitality properties that best fit their financial qualifications and investment objectives.   The  designation, certifies that a review has been conducted according to generally accepted commercial underwriting guidelines, by verifying the identities, professional qualifications, personal assets, liabilities, income and credit of all partners who will have an interest greater than 20%, and has determined a range for which financing could be obtained assuming the historical performance of the business would support a reasonable level of financing  relative to its anticipated/appraised value.   

CCN’s certification process satisfies the concerns of both realtors and sellers, because it identifies a conscientious person or persons as having submitted the proofs and documentation necessary for verification prior to seriously entering the market.  The buyer’s qualifications can be well established and certified by CNN, so that potential buyers and their realtors have realistic parameters established to help them identify a property that fits their financial qualifications and investment objectives. 

CCN’s confidentiality policy requires CCN to keep confidential, all identities, personal data and documents, and shall only use same for evaluation purposes.  Once a qualified property has been identified, CCN may use this personal data to combine with property specific financial data to determine the viability of an acquisition relative to the objectives of the borrower/s.

Pre-Qualified Buyer™ services shall include:

• Evaluate ALL financial documents and proofs necessary to issue its opinion on personal  financials as they relate to commercial financing.   
• CCN shall Issue a Pre-Qualified Buyer™ Certification Letter which may be presented to realtors and Innkeepers/property owners
• Once a property has been identified, CCN shall provide an independent review of the business financials i.e. three (3) years Tax Returns and Income and Expense Statement (P&L) together with current year P&L