CHICAGO Jim Angleton did not plan on selling his small financial services business this year, but when a foreign buyer approached with the right offer he went ahead without regrets.
"There's uncertainty moving forward," said Angleton, 56, who sold a unit of his Miami-based company, AEGIS FinServ Corp, which issues debit and credit cards to U.S. government employees working abroad. "Tax rules are constantly changing and they don't make sense. This time next year I'll probably be thankful I did this."
Like many small business owners, Angleton cited jitters about the future of U.S. tax policy and an uncertain regulatory environment that could affect his company - specifically, the Dodd-Frank Wall Street Reform and Consumer Protection Act which entails tighter controls over banks and financial services providers.
Such worries may be one reason why business brokers say they are fielding more calls this year from the owners of small companies who say they want to sell.
"A lot of people are nervous about the tax situation," said Michael Butler, CEO of Seattle-based Cascadia Capital, a privately owned investment bank that handles sales of small companies with earnings of up to $150 million, from sectors as varied as manufacturing and high-tech.
"We're also seeing a lot of businesses that really went through a tough time in the recession and have now kind of bounced back as survivors," he said. "People are saying, ‘Hey, the risk-reward is skewed such that I think I had better just try to sell now than go through another cycle.'"
At the same time, interest among buyers appears to be on the upswing, particularly for solid-performing businesses in recession-proof niches such as home healthcare and educational services, brokers said.
"There is more optimism on the buyers' side," said Steven Rosen, a Philadelphia-area broker with Sunbelt Business Advisors, noting low interest rates that make financing appealing. "Businesses are getting better; banks are opening up a little bit in terms of what they'll loan on," he said.
Among the factors pushing small businesses to the block: the set expiration of a low capital gains rate, the threat of additional Medicare taxes and healthcare costs, and potential changes to favorable gift and estate tax rules, said Barbara Weltman, a tax attorney specializing in small business issues.
"All of the Bush-era tax cuts expire," said Weltman, who jokes darkly of next year as "Taxmaggedon." "There's just so much going on that people may want to get out now."
If allowed to expire at the end of the year, the current 15 percent capital gains rate could revert to its prior level of 20 percent. Depending on the results of the 2012 presidential election and the overall economy, Congress might push it higher, she said. A 5 percent increase would result in $50,000 more in federal income tax on each $1 million in profit.
The Supreme Court on Thursday handed down a ruling that upheld the centerpiece of President Barack Obama's signature healthcare overhaul law requiring that most Americans buy insurance by 2014 or pay a financial penalty.
Provisions of the law stipulate that starting in 2014, businesses with 50 or more employees will be required to provide health coverage to their workers, an expense Weltman notes could depress a company's selling price.
Meanwhile, the existing $5 million federal gift tax exclusion, which can be used to gift profit from the sale of an owner's small business tax-free to family members, may also end. Waiting until next year to sell means one has to factor in an additional Medicare tax on unearned income as well.
"It's hard to imagine what it's going to be like," Weltman said, adding that other unfavorable changes include the expiration of payroll cuts for employees and self-employed individuals and a more modest dependent care credit. "Dozens more provisions, besides the tax rules, disappear."
SELLING INTEREST RISES
Business-for-sale transactions among mom-and-pop shops have been picking up. Almost 4 percent more businesses were sold in the first quarter of 2012 than the year earlier, reaching their highest level since the fourth quarter of 2008, according to data from Web-based marketplace BizBuySell.com.
"It continues a trend of slow but steady improvement," said Curtis Kroeker, general manager of the San Francisco-based BizBuySell.com, whose sellers include independent restaurants, barbershops, laundromats and the like. "Financing has been improving, but it's still definitely harder to get financing now than it was back in '07," he said.
Small business performance has also been better and sellers are becoming more realistic about what it takes to prepare a business for sale, Kroeker said.
Revenue for privately held businesses was up 8.1 percent across all industries on average year-to-date through May, according to Sageworks Inc, which tracks metrics for small companies. In 2011, sales for these businesses rose 8.3 percent. Net profit margins through May were 7.2 percent higher compared with a full-year 2011 increase of 5.8 percent.
"Private businesses have returned to and exceeded pre-recessionary levels of profitability," said Robb Granado, a Sageworks analyst, pointing in part to operational efficiencies honed during the recession.
Even so, there are headwinds facing small business sales, including owners with unrealistic valuations as well as higher levels of due diligence on the part of skittish buyers who do not want to bet on unreliable performers in the unpredictable economy.
"Nine out of ten times the seller is being unrealistic," said Craig Phinn, an Atlanta-based small business strategist and broker. "That, I would say, is one of the primary challenges."
Brokers say many sellers wind up providing their own financing for buyers in order to seal the deal.
"I am financing quite a bit of it," said Melissa Townsend, a 60-year-old entrepreneur who sold her Reno, Nevada-based coffeehouse in late February for about $125,000 - roughly $10,000 less than her asking price. "Credit is really tight," she said.
Despite such hassles, 2012 stands as the year to seize any opportunity to sell for business owners.
Angleton, the Miami businessman, said: "It's very expensive to operate a company in the United States. It's very difficult to have a future pro forma for your company."
(Editing by Chelsea Emery and Matthew Lewis)