1LessTax Efficiency Services

We do not market annuities, insurance or list real estate or businesses. We may, with client permission, refer to those who do.

Business Valuation (BV) or Broker's Price Opinion (BPO)?

Considerations Before Buying or Selling a Business

QSBS Articles

American Bar Association QSBS Article

Deferred Sales Trust - DST

Confidentiality/Non-Disclosure Agreement

Index

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3 Steps for Businesses & Real Estate owners to Create Efficient EBITDA
Free Consultations with America's top experts. Step 1 is 100% performance based.

 

Step 1: Reduce employee costs up to $4,000 per employee annually. 100% performance based. Keep your current vendors.
Step 2Option A - Deduct 10% of gross revenue while lowering business risk.
 Access surplus funds 366 days later.

Option B - Deduct 4.5% of gross revenue by funding a corporate financing tool. Both fund retirement.
Step 3: 
Option A & B  

#A.1993 federal QSBS law - each business owner pays no taxes on their first $10 million of sales proceeds.
#B. MIS - Defer taxes for decades on the sale of real estate. Superior alternative to a 1031 since you receive

 

 EBITDA Enhancement

Company Qualifications
Step 1: 35 or more employees; however if you are a manufacturer it's only 25 employees.

 

Step 2: Option A: Business income taxes of at least $100,000 or more. You can do both Option A and B in Step 2. 
 

             Option B: Business income taxes of at least $500,000 and a dozen or more F/T employees. In business at least 5 years.
 

Step 3: QSBS: Business sales price at least $5 million and an interested buyer.
 

             MIS: Business or real estate has at least a $2 million value and an interested buyer.


 Selling a business or real estate for more than $20 million?  We have solutions advantage other than QSBS or MIS.

 

 

Under the 1993 federal law QSBS created for venture capitalists, each selling qualified business  owner can receive up to $10 million tax-free. Each Buyer or Investor can receive a 1,000% return on their investment before incurring a tax obligation. Our value is overcoming the three major disqualifying factors in acquiring QSBS status. 

 

American Bar Association 1202 Article    QSBS Overview     QSBS Bloomberg Article    QSBS - MIS Tax Analysis    Audio

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Business Valuation (BV) or Broker's Price Opinion (BPO)?

The time has come to sell your business or buy a business. One wishes estimate how much it is worth. It is understandably difficult to know what one can be the value of a business on the open market, without having a CPA value for a large sum. 

Who Values My Business? 

"Can you estimate the value my business?” The answer can be, yes. We offer business valuation in the form of a Broker's Price Opinion (BPO) to owners who are considering selling their business. Our BPO estimate is objective. We do not list or sell your business. We can assist. One need not pay a CPA thousands of dollars to value one finds it is required.

Significance of Correct Value

When listing a business for sale, it’s important to get the business’s value correct and the proper asking price range. The average business sale requires approximately 270 days to sell, and businesses that are priced correctly could sell much faster. Many Florida businesses for sale will seldom sell due to the fact that they are over-priced without substantiation of price. 

How Does An Estimated Business Valuation Work?

Estimating the value a business can be a complicated and time-consuming process, because every individual business and industry is so different. Depending on the situation, small businesses are typically priced for sale in several ways: multiple of owner benefit/seller’s earnings, asset value or stock value so an experienced broker's price opinion (BPO) could be your preference.

Multiple of Owner Benefit

Ideally, the last five years of business tax returns (or Profit & Loss Statements if the you can’t provide tax returns for some reason) are recast, to add back in owner salary, personal expenses, depreciation, and amortization. Once the recast is calculated, then we can see the true owner benefit. Owner benefit is multiplied by its respective standard industry multiplier. Looking at comparable sales to find the multiple is the most accurate way to value a particular business, because they represent actual comparable sales in Florida. This multiple is a ratio of sales price to owner benefit.

Asset Value

The value of the business is based on the fair market value of the tangible assets that the business owns. If the business’s tangible assets are worth more than the multiple of the owner benefit, then the business should be sold based upon the market value of the tangible assets. The buyer is not paying for goodwill or any other intangible assets; however, in these cases, they are often included in the sale. 

Stock Value

When one knows the true asset value, has a balance sheet and income records one can estimate the stock valuation of a corporation. Consistent profit increase can indicate future stock value. Some stock is eligible for gain tax exclusion or exchange in to another corporation.

Business's Value To A Buyer

A buyer will question whether or not a list price is fair, so one should to be able to defend your asking price. At the end of the day, a business is only worth what a buyer is willing to pay, so the asking price needs to be justifiable and easy for a buyer to see the value in it. A common saying among business brokers is that buyers pay for the past, but they buy it for the future. Meaning that the value the buyer is paying for is based on the past performance of the business, but they are buying this particular business because they believe it has a future. 

Curious about your business’s estimated value? Would be happy to offer a confidential BPO estimated valuation.

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broker's price opinion is a report that is performed by a licensed real estate agent, broker or appraiser. It is similar to doing a CMA (Comparative Market Analysis) but most times the real estate professional gets paid to do a BPO. A BPO can be either an Exterior Drive-By or a Full Interior report. When doing a BPO, the real estate pro researches the ‘subject property,’ they take pictures of it, they also scope out the neighborhood as well as comparable properties (Active Comps and Sold Comps) in their MLS (Multiple Listing Service). They then take all of this information, the pictures they took of the subject and their knowledge of the local real estate market and they input it into a BPO form. The final BPO is used to support their professional opinion that will help determine the potential selling price or estimated value of a real estate property

We do not market annuities, insurance or list real estate or businesses. We may, with client permission, refer to those who do.

 

Preparation tips selling a business before you retire:

 

Obtain an appropriate valuation. 

 

One determines what a business is worth (valuation). This requires time to gather documents, records and numbers. One should inventory the assets and liabilities. Profit and loss equals income before tax. A price comparison of similar businesses is considered.

 

It can be helpful to consult with an experienced professional experienced broker's price opinion (BPO) or valuation well before you as one prepares to sell or buy. A mergers & acquisitions intermediary or some business brokers may be able to opinion the market value based on details provided. They will also be able to assist with the complete purchase or sale of a business.

Create a succession plan. 

To continue a business operation for your employees and customers, tone will wish to carefully prepare your business for the transition to new ownership. A plan of succession is in order. 

Many time with a new owner of the business, one could plan to stay on for transition so that you can introduce the new ownership to employees, business processes, clients and customers. Having a rock-solid succession plan can maximize the potential for a successful sale, while also giving one peace of mind. If a new owner prefers to transition without assistance is fine.

Train employees. 

Having well-trained employees, especially at the management levels, will allow a business easier transfer ensuring continued smooth operation and transition. If one been self managing, prepare and train employees for more responsibility.

Having a competent assistant manager or manager will assist your business to be attractive to buyers. A new owner will have a point person. This is helpful to have if one steps away from the business for any reason. One wishes to a business to run smoothly without one's supervision.  Automate as many processes as you can as billing and customer communication, assuring employees are coordinated and communicative

Prepare to let go. 

 

Some people find that retiring is more emotionally difficult challenging than others. This is true of most business owners. One is emotionally invested as well as financially. Perhaps the business was born of an excellent product idea that one wishes continuation.  this case, finding a great buyer may result a product will flourish.

 

When one sells a business, one is moving away from something that is part of one's life as with buying, o\ne's life has another partner.

 

Plan for your future freedom.

 

Once you retire and sell your business, what do you want to do with your time? Will you travel? Visit friends and family? Spend more time with grandkids? Imagine spending your afternoons on the golf course or on the beach, rather than in the office. Planning for this freedom should be fun and exciting. After all, it’s what you’ve worked so hard all of your life for. Explore all of the different ways that you could fill your days. It will make the daunting thought of selling your business much more exciting. 

 

If one is planning for a change in life or retirement now or in future, we can help with the tax reduction or elimination of taxation of your business proceeds. Let us know how we can help! Contact us today. 

 

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Considerations Before Buying or Selling a Business

If one have decided to buy a business, rather than start a completely new business from scratch, here are 10 considerations before making an offer.

Why buy a business?

It’s important to understand exactly why one is buying a business, establishing clear and realistic goals. Write a business plan or business plan outline. One generally wishes the business to generate income. Perhaps one is more interested in business to increase value to sell at the increased gain.

Having a clear goal in mind will helps one more assess potential purchases. It could a useful tool for the representative one might enlist to assist finding a suitable business.

Choose your industry wisely

Be careful one chooses an industry that will achieve your goals, rather than being simply drawn to an industry that one likes the appearance. Many business owners allow their heart to decide and their passion guide. One wishes to choose the industry that will meet one's financial and entrepreneurial goals.

Perhaps one has had the desire to own a record store and noticed that there are already three such businesses on the market in an area at the moment. Is it the opportunity of a lifetime, or could it be because the market for records died years ago with the advance in music technology?

The best way to learn more about any given industry is to work as part of it. One may be able to do this part-time with an existing job. Wish to own a restaurant? Spending time as a server in the evenings. One will gain invaluable inside knowledge that one be able to place into practice in a business.

Professional help

Searching businesses for sale can be a daunting task, not to mention the actual sales process itself. That’s why it’s advised to use professional help and guidance when one feels prepared to buy or sell a business.

A mergers & acquisitions intermediary and some business brokers can help one find the right business that matches your goals and they will also assist you in navigating the sometimes treacherous waters of a complicated sale. Do you know what questions to ask the owner or what to look for in their financial records? Most buyers do not. A mergers & acquisitions intermediary and some business brokers do.

The best part about having a mergers & acquisitions intermediary or a business broker on your side is that they are experienced to save money. Some buyers in certain situations choose to engage the services of their accountant, attorney or mergers & acquisitions intermediary  for additional consultation who may charge fees.

Inquire about a business

Complete a confidentiality agreement (CA) or a non-disclosure agreement (NDA) to inquire each business. Few reputable businesses will disclose their name, location, financial documents, and proprietary company information to prospective buyers without a CA.

Once completed one should have access to company information & financials. If one wishes move forward after seeing those items, your mergers & acquisitions intermediary or a business broke could schedule an initial meet with the owner and a visit to the business.

Stay subjective. Just as when you’re buying property, one should consider financial sense, not just heart. Listen to your gut feeling. Buying a bad business is an expensive error.

Confidentiality is important to a seller. Most business owners don’t tell their staff that they are selling, so as not to risk losing staff or business.  Comply with these confidentiality concerns. Maintain a friendly and professional relationship with the seller.

Reality check

When one has information about the business, consider a step back for consideration. Is there opportunity for growth? What red flags are there in the business? No company is perfect, but does one skills to improve shortfalls? Can strengths enhance this business? Can one imagine  working at a business consistently.

Does this business reach goals? Does it offer a secure financial benefit? Will it challenge an entrepreneur?

Research

Research each page of the website, Google business name viewing reviews. One wishes to understand the complete picture including public perception. It can be a challenge to rebuild a struggling business for success.

Finance in order

One should have a budget and cash flow in mind as one searches. How much cash does one have? How much could one finance with or without a contract?

If one is financing, one requires a general understanding financing qualifications. Some businesses that are listed with a professional business broker will let you know if they are pre-qualified for an SBA loan (small business loan). ASome business owners are willing to offer private owner financing under certain conditions. A mergers & acquisitions intermediary or a business broker can assist finding opportunities.

Write a Letter of Intent (LOI)

When one writes a LOI it initiates a process called ‘due diligence.’ This is where one verifies information received from parties considering business details. If one finds discrepancies, one does not have to move forward with the purchase or sale.

 

Make an detailed contract offer

Attorneys complete a contract to satisfaction of buyer and seller. Make a deal wished. If one is in a strong position where they are really at in terms of their motivation and desire to sell. A mergers & acquisitions intermediary and some business brokers can help.

Exit strategies?

The hope is that you’ll buy this business and have a long, successful, and lucrative career. The day one purchases a business is the day has planned how to get out of business and keep one's money. The entity formed or transformed can save unnecessary tax and plus transfer challenges with planning. A mergers & acquisitions intermediary can assist.

Your business plan can the map and guide to profitable and value to continue a business with one's family or other new ownership. Know what your exit strategy so one can reach goals. Businesses with an exit strategy have much more success overall, even if one currently has no plans to sell or purchase.

Investing in a new business or growing a current business via acquisition should be a very exciting time for an entrepreneur. If you do all of your homework, prepare for it, enlisting the assistance of the right mergers & acquisitions intermediary or business broker.

If one is considering selling or buying a business and prefers professional help, contact us for assistance.

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broker's price opinion is a report that is performed by a licensed real estate agent, broker or appraiser. It is similar to doing a CMA (Comparative Market Analysis) but most times the real estate professional gets paid to do a BPO. A BPO can be either an Exterior Drive-By or a Full Interior report. When doing a BPO, the real estate pro researches the ‘subject property,’ they take pictures of it, they also scope out the neighborhood as well as comparable properties (Active Comps and Sold Comps) in their MLS (Multiple Listing Service). They then take all of this information, the pictures they took of the subject and their knowledge of the local real estate market and they input it into a BPO form. The final BPO is used to support their professional opinion that will help determine the potential selling price or estimated value of a real estate property

Deferred Sales Trust 

May be used by insurance agents and securities marketers for marketing their products often placing assets (not recommended by FEC).  LegacyChange plan replaces as a senior estate plan with guaranteed income.

 

Clients who own businesses, highly appreciated stock, commercial or residential investment real estate assets often are reluctant to divest assets with capital gains taxes resulting from ownership transfer when divested.  An alternative to a 1031 exchange that can reduce capital gains tax liability is the deferred sales trust
 

Capital gains tax deferral tool could save significant proceeds by tax reduction or deferral. A deferred sales trust could be a no risk "seller carry-back" structure.


Find with initial due diligence if the transaction is viable. The trust and property owner will negotiate to reach terms with regard to the asset(s). When negotiated the property owner transfers ownership of the property to a trust. The trust sells the property, stock or other capital asset to a buyer. The trust includes an installment sales contract,  An installment contract agrees to installment payments to the owner or their trust with possible additional estate planning. The trust can acquire the property from the client for a similar sales price as to a buyer.

One can defer the start date of the principal payments.  Your clients may have other income and may not need the payments right away. The tax code does not require payment of the capital gains tax until the seller starts receiving installment payments. The capital gains tax paid to the IRS is only that portion of the capital gains tax due in proportion to the number of years established as in the terms of the installment contract.
 

The deferred sales trust can potentially generate more money over the long run than a direct and taxed sale. It is also superior to a direct installment sale as the concerns of a defaulting buyer are eliminated. Recapture of depreciation cannot be deferred causing up to 25% tax of the recaptured depreciation. There are methods to defer the recapture tax.
 

Primary Benefits:
 

•    Tax Deferral: When appreciated property is sold, tax on gain is deferred until receipt of payments. IRC §453
•    Estate Tax Benefits: Can be an estate freeze for estate tax purposes.
•    Maintains Family Wealth: Maintain wealth within the family.
•    Estate Liquidity: Can convert asset as land or other low or no income asset to guaranteed monthly payments.
•    Retirement Income: Can provide income for retirement.
•    Probate Avoidance: With proper estate planning, LegacyChange Plan, etc.