Saturday, November 22, 2008

The Benefits if Buying versus starting a new business

The Benefits of Buying a Business versus Starting a New Business
So you want to be your own boss. Consider the options – work as an independent contractor…start your own business…buy an existing company.
Certainly there are pros and cons to each option. If you do a careful analysis, you’ll learn what many seasoned entrepreneurs have discovered…the risk-to-reward ratio is tipped in your favor when you purchase an existing business.
Admittedly, as an independent contractor, your risk is minimal. The up front investment and overhead costs are limited. However, without the ability to leverage the work of an employee base, the returns are limited by your own personal capacity.
Starting a business of your own can pay great dividends, but it’s important to understand that the risks are significant. Most start-up businesses will falter and eventually die. According to Michael Gerber, author of The E-Myth Revisited, 40 percent of new businesses fail in the first year and 80 percent fail within five years.
On the other hand, purchasing an existing business reduces an entrepreneur’s risk while creating opportunities for tremendous profit.
There are a number of reasons to consider the purchase of an existing business rather that starting one:

Proven Concept. Buying an established business is less risky – as a buyer you already know the process or concept works. Financing a purchase is often easier than securing funding for a start-up business for that very reason—the business has a track record. A bank will be able to look at the historical results for the business, not just rely on projections.
Brand. You’re buying a brand name. The on-going benefits of any marketing or networking the prior owner has done will transfer to you. When you have an established name in the business community, it’s easier to place cold calls and attract new business than with an unproven start up. That’s an intangible benefit that’s difficult to put a price on.
Relationships. With the purchase of an existing business, you will also be buying an existing customer base and vendor base that took years to build. It’s very common for the seller to stay on and transition with the business for a short time to transfer those relationships to the buyer.
Focus. When you buy a business, you can start working immediately and focus on improving and growing the business immediately. The seller has already laid the foundation and taken care of the time-consuming, tedious start up work. Starting a new business means spending a lot of time and money on basic items like computers, telephones, furniture and policies that don’t directly generate cash flow.
People. In an acquisition, one of the most valuable and important assets you’re buying is the people. It took the seller time to find those employees, develop them and assimilate them into the company culture. With the right team in place, just about anything is possible and you will have an easier time implementing growth strategies. Plus, with trained people in place you will have more liberty to take vacation, spend time with family, or work on other business ventures. When start-up owners and independent contractors go on vacation, the business goes too.
Cash flow. Typically, a sale is structured so you can cover the debt service, take a reasonable salary, and have some left over to take the business to the next level. Start up owners, on the other hand, often "starve" at first. Some experts say start-ups aren’t expected to make money for the first three years.
Risk. Even with all these advantages, some entrepreneurs believe it is cheaper, and therefore less risky, to start a business than to buy one. But risk is relative. A buyer may pay $1 million, for example, for an established business with strong cash flows of approximately $200,000 to $300,000. A lending institution funds the transaction because historical revenues show the cash flow can support the purchase price. For many people, however, that is far less risky than taking out a $300,000 loan with an unproven concept and projections that may or may not be realized.
Becoming your own boss always involves a risk. When you buy a business, you take a calculated risk that eliminates a lot of the pitfalls and potential for failure that come with a start up.
Sunbelt

Thursday, November 13, 2008

Small business Lending

Looking to sell your Business? Looking to buy a business? Looking to fund the acquisition of a business?

Perhaps with Paulsens trashing of TARP and taking those dollars scheduled to go for foeclosures and earmarking them for banks instead, just maybe we can see a loosening of credit in this country.. The SBA must free up dollars now for acquistion of small businesses.. We have folks who want to buy and folks who want to sell their business and there will be no deals without our credit markets working freeely...

For those with experience in the industry that they are looking to buy into, those with good credit and a down payment of 25 to 30 percent , there is good news !! There are banks in the Pacific Northwest who have money to lend and are lending ... Call me Scott Lofgren 360-606-3504
If you have a business to sell that has 3 years of verifiable income and EBITDA of $60,000 to $5million.. We have buyers and lenders to get deals done NOW !!!

Wednesday, July 23, 2008

Stock sale Vs Asset sale

Stock Sale - Allocation of Purchase Price
In a stock sale, the corporation is the legal "owning entity" of the company, and the purchase price may be allocated completely (100%) to the sale of the stock. However, in tightly held non-public corporations, the purchase price is frequently allocated to the company's stock in addition to "service contracts" or "service agreements" such as:
1. Value of the stock
2. 2) Value of the Covenant Not to Compete, which is provided the buyers from key individuals selling the corporate stock
3. 3) Value of Training, which is provided the buyers are the key individuals selling the corporate stock who also manage / operate the company
Due to the current U.S. tax structure, sellers usually prefer to have most (if not all) of the purchase price allocated to the value of the stock, since that is usually taxable at Capital Gains tax rates, and that tax rate currently is usually much more favorable than the seller's Ordinary income tax rate. Of course, buyers usually prefer to minimize the value attributed to the stock in order to place larger values to the Covenant No to Compete and the Training & transition, since the covenant and training values allow the buyers to "write off" those portions of the overall purchase price.
Section 1: Allocation of Purchase PriceSection 2: Stock Sale - Allocation of Purchase PriceSection 3: Non-Stock Sale - Allocation of Purchase PriceSection 4: Tax Implications - General GuidelinesSection 5: Key Points - Allocation of Purchase Price





Non-Stock Sale - Allocation of Purchase Price
When the buyers are purchasing the tangible and intangible assets from a corporation, or purchasing the business from a sole proprietor, a partnership, and LLC or LLP, the purchase price is usually allocated to some, or all, of the following components:
1. Tangible Personal Property (trade fixtures, furniture, equipment)
2. Leasehold Improvements
3. Value of Premise Lease (if the lease is at or below market rent)
4. Covenant Not to Compete (include time and distance of covenant)
5. Training and Transition (include schedule of time, hours, etc.)
6. Liquor License (include license type and number)
7. Customer List
8. Goodwill
9. Buildings
10. Land
11. Inventory
The total value allocated to all of the appropriate assets should equal the total of the purchase price. IRC Section 1060 further delineates specific items included in each of the seven "classes" of assets.
Please be aware in states that collect sales tax on both (1) the tangible personal property and sales tax associated with (2) the transfer of vehicle licenses, it very important that the value of the Registered (licensed) Vehicles not be included with the other Tangible Personal Property on the allocation, lest the escrow officer may inadvertently collect sales tax on the licensed vehicles in escrow while the buyer will again have to pay sales tax to the licensing department when they re-register the vehicles to the new owners / buyers.
Section 1: Allocation of Purchase PriceSection 2: Stock Sale - Allocation of Purchase PriceSection 3: Non-Stock Sale - Allocation of Purchase PriceSection 4: Tax Implications - General GuidelinesSection 5: Key Points

Tax Implications - General Guidelines
(AS OF JANUARY 2001, FEDERAL TAXES ONLY; STATE TAXES ADDITIONAL)
STOCK SALES
Value placed on Stock:
1. Seller: Capital gains tax rate (currently at 15%) for stock held more than one year
2. Buyer: No write off; must accept assets at current book value (i.e., existing depreciation schedule)
Value placed on Covenant Not to Compete:
1. Seller: Ordinary income to recipient (is considered personal to seller / principal)
2. Buyer: Amortize value over 15 years
Value placed on Training / Consulting Agreement:
1. Seller: Ordinary income to recipient
2. Buyer: Expense out as paid
Non-Stock ("asset") Sales
Value placed on Tangible Personal Property (trade fixtures, furniture, equipment):
1. Seller: If held more than one year, the gains in excess of depreciation are long-term capital gain; otherwise ordinary income
2. Buyer: Established basis, depreciate per IRS schedules
Value placed on Premise Lease savings (if the lease is at below market rent, it is an intangible asset):
1. Seller: If held for more than one year, is long-term capital gain
2. Buyer: Amortize value over 15 years
Value placed on Covenant Not to Compete (include time and distance of covenant):
1. Seller: Ordinary income as received
2. Buyer: Amortize over 15 years
Value placed on Training/Consultation (include schedule of time, hours, etc.):
1. Seller: Ordinary income as received
2. Buyer: Expense out as paid
Value placed on Registered Vehicles (do not include in Tangible Personal Property above:)
1. Seller: If held more than one year, the gains in excess of depreciation are long-term capital gain; otherwise ordinary income
2. Buyer: Established basis, depreciate per IRS schedules
Value placed on Liquor License (include license type and number; is an intangible asset):
1. Seller: If held for more than one year, is long-term capital gain
2. Buyer: Amortize over 15 years
Value placed on Customer List:
1. Seller: Ordinary income as received
2. Buyer: Amortize over 15 years
Value placed on Goodwill:
1. Seller: If held for more than one year, is long-term capital gain
2. Buyer: Amortize over 15 years
Value placed on Buildings:
1. Seller: If held more than one year, the gains in excess of depreciation are long-term capital gain; otherwise ordinary income
2. Buyer: Establishes basis, depreciate per IRS schedules
Value placed on Land:
1. Seller: If held more than one year, the gains in excess of depreciation are long-term capital gain, otherwise ordinary income
2. Buyer: No immediate tax impacts
Value placed on Inventory:
1. Seller: Ordinary income, to the extent that is over basis
2. Buyer: Treated as "cost of goods sold" upon sale of products
Section 1: Allocation of Purchase PriceSection 2: Stock Sale - Allocation of Purchase PriceSection 3: Non-Stock Sale - Allocation of Purchase PriceSection 4: Tax Implications - General GuidelinesSection 5: Key Points - Allocation of Purchase Price


Key Points - Allocation of Purchase Price
Consistency between the seller and buyer in their reporting of the allocation is important. Work with professionals (licensed and/or accredited Brokers, CPA's, attorneys) in these transactions to save you time and money down the line. Tax laws change frequently, so treat this article as a guideline subject to change by the IRS, and subject to interpretation by the appropriate professionals/advisors.
The larger the transaction the more likely there will have to be a formal valuation some, or many of the various asset values may be indicated.
About the AuthorJim Pease, CPA, is a licensed CPA in the state of California, and is a principal at W. H. Mayer Accountancy Corporation in Pleasanton, CA. He specializes in taxes, business accounting, business valuation and business acquisitions/sales.
Ron Johnson, CBI, MM&AI, Fellow of the IBBA, is president of Allen Business Investments and principal of Onyx Associates, both in San Ramon, CA. Allen Business Investments specializes in the sales of Main Street businesses, in the sales of non-public firms with revenues less than $10 million. Onyx Associates is a mergers and acquisitions firm specializing in privately-held companies with revenues up to $50 million. Ron is a past president of the California Association of Business Brokers (CABB), and an active member of the International Business Brokers Association (IBBA). You can email Ron at ron@abi.nu.
Section 1: Allocation of Purchase PriceSection 2: Stock Sale - Allocation of Purchase PriceSection 3: Non-Stock Sale - Allocation of Purchase PriceSection 4: Tax Implications - General GuidelinesSection 5: Key Points - Allocation of Purchase Price

Wednesday, May 7, 2008

Adding Value to Your Company

Adding Value to Your Company
hen it comes to sell your company, a good portion of the value is the
prospective buyer's perception of the business. You want to make sure
that early impressions of the business are good. The better the first impressions are, the
more likely the business will justify its real value - or it's asking price - to a prospective
buyer. Before you sell, you might want to consider the following suggestions:
The decision to sell your business may not be etched in stone, but pretty close. You don't
want to start the process if you are not sure that selling is what you really want to do. If
there are other owners, such as family members, they should all be in concert regarding
the decision to sell the business.
If the company presently has some problems, such as pending litigation, unresolved
accounts payable, officer loans or questionable receivables, now is the time to resolve
these issues. You may have to, as they say, "bite the bullet," but better to do it now than
have these problems arise in the middle of a possible sale.
Talk to your accountant about cleaning up the numbers so they can be presented in a clear
and concise fashion. Buyers are impressed with a clear picture of the financial record of a
business. Have your lawyer review the firm's legal documents. Are the corporation filings
up-to-date and in order?
Many sellers overlook the physical appearance of their business. If the furniture is
outdated, replace it. Is the shop area neat and tidy? How about the other operational
centers? Do your printed materials present a crisp, clean picture of your business? Is the
material current? Does it represent the kind of company you would want to own?
W
Is management in place? This is especially important if you plan to leave the company
when it sells. A strong, stable management team already in place is an asset. Do these
employees have contracts to take them through the selling process?
Finally, don't overlook the benefits of working with an experienced intermediary. S/He
can guide you through the steps to maximize the value of your company. The M & A
Source is a good place to find such an intermediary.
SOURCE: The Private Market Report
Volume VII, Issue 2