Is Your Deal Really Going to be Successful?
If you’re selling your business and things are looking positive with your buyer, you might be tempted to start resting easy. If you have a signed letter of intent, you might be even more tempted to think that things are pretty settled. However, the fact of the matter is that much can be uncovered during the due diligence process, and that is often when deals start to fall apart. Due diligence is an essential step that protects buyers, and sellers should be well-prepared to have things in good shape far in advance. Let’s take a closer look at some areas where a deal can potentially go awry.
Products and Equipment
When the sale involves a business that handles manufacturing, equipment is carefully evaluated during due diligence. Buyers will be thinking about any potential environmental issues that could affect the business. If you’re selling a business and have loose ends with your equipment or facility, this should be handled in advance if possible.
Buyers will also be looking at the various product lines and inventory. They will be considering how the sales are spread among the product lines. For example, if one product makes up the majority of sales, that can raise red flags in the mind of a buyer. They will also think about supplies and how likely they are to be stable once the business switches hands.
Buyers will want to look at breakdowns of customers so they can consider the company’s market share and also where the sales are coming from. Similarly, to only having one product, if a business only has one or two key buyers, that can be a source of concern for buyers.
Intangible Assets
When you are selling a business, your buyers will also be thinking about the assets like intellectual property. Will all trademarks, patents and copyrights be transferred during the sale? If not, it can be a big source of concern for buyers.
Buyers will also consider the state of the human resources department. Sellers should be aware that buyers will be typically looking for established staff members who are unlikely to leave. This is another area where sellers have the opportunity to prepare in advance to achieve optimal results.
Sales Issues
Your prospective buyer will want to carefully examine accounts receivable. So if you have bad debt, you might want to sort out these kinds of issues before the due diligence phase. They will also want to have a firm understanding of everything that is included in the sale. Oftentimes during due diligence, a buyer finds out that equipment or patents are not included with the sale, and it quickly derails the deal.
If you’re selling a business, you’ll want to put yourself in the buyer’s shoes and consider what you would want to see if you were buying a business. Anything that you can do in advance to improve your workforce, equipment, premises, and financial records is highly recommended. The goal is to have a smooth transition for the buyer, and anything that could stand in the way of that taking place should be analyzed and improved if possible. When you work with a business broker or M&A advisor to sell your business, you will have an expert in your corner to help sort out the details.
Copyright: Business Brokerage Press, Inc.
The post Is Your Deal Really Going to be Successful? appeared first on Deal Studio – Automate, accelerate and elevate your deal making.
Can You Avoid Capital Gains Tax on a Business Sale?
The long-term capital gains tax rates vary between 0%, 15%, and 20% based on the taxpayer’s income. However, you might be wondering if you can avoid capital gains tax when selling your business.
Have you thought about the impact of taxes on your business sale profits? You want to make sure that all of your hard work pays off. With tax planning, you can maximize profits. We understand the ins and outs of business sales, and we’re here to help explain how to avoid capital gains tax when selling a business.
Nobody likes paying more taxes than absolutely necessary. Taking time to research and use strategies and keep more money in your pocket at the end of the day. With our expertise, we can help you identify ways to minimize or even eliminate any additional costs associated with selling a business.
If you want to make the maximum amount of money when you sell your business, you can attempt to minimize capital gains tax. Learn more here and see what strategies you can take to increase business sale profit.
What Is a Capital Gains Tax?
Capital gains taxes apply to profits earned from the sale of assets such as stocks, real estate, and businesses. It also takes into account other investments in non-tax-advantaged accounts.
When selling an asset after acquiring it, the U.S. government considers any gain on the sale as taxable income. The capital gains tax is calculated by subtracting the original cost of the asset from its total sale price. Taxes are only due when you sell the asset, not while it is held.
How Is the Sale of a Business Taxed?
Capital gains tax is a type of tax that is levied when you sell an asset for more than its basis, or what you paid for it. The IRS assesses two types of capital gains tax: short-term and long-term.
Short-term capital gains are taxed at the same rate as ordinary income, which depends on your business’s tax bracket. Long-term capital gains receive more favorable treatment. Currently, the long-term capital gains tax rates are 0%, 15%, and 20%, depending on income.
When applying capital gains tax on selling a business, the IRS typically looks at each individual asset that the business owns. It does this rather than seeing the sale merely as one single entity or asset. This applies if the business is structured as a sole proprietorship, partnership, or limited liability company (LLC).
How to Avoid Capital Gains Tax on the Sale of Business
It is not always possible to completely avoid capital gains taxes on a business sale. However, strategic planning can help reduce the amount of capital gains tax that is owed.
Consult a financial advisor or a tax professional to determine if any tax reduction tactics may be beneficial in your situation. Some options include discounting stock, exchanging assets for other assets, and making donations to qualified non-profit organizations.
Negotiate Wisely
During negotiations for the sale of a business, allocating more of the purchase price to capital assets rather than depreciable assets can be beneficial.
Taking time to negotiate will help you get the most favorable allocation according to IRS rules. When done correctly, this can result in significant savings on capital gains tax.
Consider an Installment Sale
An installment sale is an option for selling a business that can help to spread out the capital gains tax liability.
By receiving payment in multiple installments rather than all at once, taxes can be paid over a longer period.
Watch the Timing
Selling a newer business? Timing is critical when it comes to capital gains tax. To take advantage of the more favorable long-term capital gains rate, You should hold onto the business and its assets for at least one year before selling.
Sell to Employees
If you own a C-corporation, one way to minimize capital gains tax is by selling the business to your employees through an employee stock ownership plan (ESOP).
Doing so avoids the need to look for outside buyers and allows cash from the sale to be rolled into an investment plan, thus deferring capital gains tax.
Explore Opportunity Zone Reinvestment
Business owners can defer capital gains tax through December 31, 2026, by reinvesting capital gains from a business sale into an Opportunity Zone.
To qualify, capital gains must be invested within 180 days of the sale. While this doesn’t eliminate the tax obligation entirely, it does allow for the payment to be deferred.
Tax Planning Tips
There are several things to do in advance of your business sale to lessen the amount of capital gains tax you will need to pay. Get yourself off to a great footing by following these tips.
Talk to a Financial Advisor
To understand the potential financial implications of selling a business, it’s important to consult a qualified financial advisor. Research tax advisors in your area, and interview them to determine which one is right for you. Find an advisor who will provide detailed advice about how to avoid paying so much capital gains tax.
Keep Detailed Accounts and Use a Tax Calculator
Use a tax return calculator to get an instant estimate of how your income, withholdings, deductions, and credits influence your tax refund or balance due amount. Understanding exactly what your accounts look like will help you and your accountant make the best decisions on the sale of your business.
Find Out if There Are Taxes to Be Aware Of
In addition to planning for federal taxes on the sale of a business, it’s important to assess what you might owe in state taxes. If you do business in a state without an income tax, you have an advantage.
But if not, it’s necessary to consider how you can minimize the amount of tax owed on the sale. Talking with a tax professional who is well-versed in your state’s tax laws can give valuable advice and assistance.
Looking for Tax Advice?
Selling a business can be an intimidating process, but with proper tax planning and advice from experienced professionals, you can make sure that the sale of your company is as profitable as possible.
Although you probably won’t be able to avoid capital gains tax entirely, by enlisting an accountant you’ll be able to maximize profits while minimizing associated taxes. Speak to an advisor at Fusion today to discuss the sale of your business.
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When Should Sellers Proceed with Caution?
Selling your business is typically quite an involved process that takes a series of months. Sellers typically experience a variety of ups and downs during that time. This is true even in the case of the most successful deals. That’s why you will want to keep your eyes open during the process so that you will be equipped to vet your potential buyers.
This article will take a look at various aspects of the sales transaction that could be concerning and could mean that a deal is less likely to be successful. It’s a good idea to identify these types of situations so you’ll be better prepared to notice them if they were to occur. After all, the last thing you’ll want to do is waste your time and energy dealing with a prospective buyer that is not a good candidate for buying your business.
Signs of Lack of Interest
There are countless instances when sellers have been approached by prospective buyers, but the parties controlling the purchase are never involved. If a company expresses interest in your business, but the President or CEO seems to be too busy to talk to you, it more than likely means that there is something off about the situation. If communication starts to fizzle out during the process, it very well could also mean that your buyer is not truly interested.
Inexperienced Buyers
What if you’re dealing with an individual buyer? If an individual says that he or she is interested in buying your business, but has no experience in your industry and no history of owning businesses in the past, this can be a red flag. Even if this buyer does have serious intentions, he or she may become nervous and start to feel overwhelmed as things progress with your deal. In the early stages when you are being approached by potential buyers it is a good idea to not get too wrapped up in buyers that do not appear to be completely legitimate.
Withholding Information
There are situations where caution should be warranted in the later stages of a deal as well. For example, in some instances, sellers have not been allowed to see the buyer’s financial statements. Clearly, that could mean that the buyer doesn’t have the resources actually necessary to proceed.
When you work with a business broker or M&A advisor, you will find that you have built in protection from buyers that are not the right fit. Most brokerage professionals have seen it all and tend to be able to sense when something is too good to be true, or just simply not quite right. Also, when challenges do occur, having a third party involved can go a long way in effectively getting things back on track.
Copyright: Business Brokerage Press, Inc.
The post When Should Sellers Proceed with Caution? appeared first on Deal Studio – Automate, accelerate and elevate your deal making.
How to Evaluate a Business Acquisition Offer
Statistics show that there are 33.2 million small businesses in the US. This surprisingly accounts for 99.9% of all businesses in the US.
If you own a business, you may eventually want to sell it. If this is the case, you will receive a business acquisition from a potential buyer.
It is very important to understand what a business offer is and what details it should have. You will need to understand these things so that you can choose the best business acquisition plan.
Keep reading to find out how to evaluate a business acquisition.
What Is an Acquisition Offer?
You may not understand what a buyout offer is and what it means for your business. A basic acquisition is when one company purchases another company’s shares.
The company may buy all that company‘s shares or a percentage. This is usually done amicably as both companies negotiate the terms of this transaction.
This allows you to sell a part of your company or the whole company. Keep in mind that there are different kinds of acquisitions that may happen.
For example, a vertical acquisition is when a parent company buys a company along its supply chain. A horizontal acquisition is when a company buys a competitor.
These are just two examples of the kinds of acquisitions that may take place. These depend entirely upon the two businesses and how the transaction goes.
What to Look for in an Acquisition Offer
When a company wants to acquire a business, it will send a business acquisition. This shows intent to purchase, allowing you to weigh the pros and cons.
This business offer gives you an idea of what the deal will be. You will be able to see if it is a good offer and if you will benefit from it.
It is very important to understand these details so that you make the best decision for your business. Here are some examples of things you need to look into.
The Finances
One of the most important aspects to focus on is how much money you will be getting. You need to make sure you understand the value of your business to determine its worth.
From there, you will be able to tell if the acquisition is offering a fair price. Something else to consider is the growth potential of the company.
A company that is on its way up and showing significant growth is more valuable. Because of this, you may want a higher price to make up for the growth it will experience in the future.
Keep in mind that the price is not the only thing to consider. There are other details that outweigh this and should greatly influence your decision.
Legitimacy
When you receive a business acquisition, you need to make sure it is legitimate. There are a lot of scams online and caution is absolutely necessary.
You should look into the company that has sent the offer. If this is an established company, the offer is most likely legitimate.
You may want to contact your business attorney and financial expert to evaluate this as well. This will help you to make sure any offer you are considering is legit.
Understand the Buyer
It is also important to make sure you understand who the buyer is. There are two types of categories they could fall into, a financial buyer or a strategic buyer.
A financial buyer is a group that funds purchases of businesses. These are buyers that will usually resell the business after many years to make a profit.
They are more focused on incremental changes that help with the value. Strategic buyers are either competitors, suppliers, or customers.
They acquire businesses to add to their current business or as another branch. They look for long-term value since they do not usually plan on reselling.
Buyer Motivation
Depending on the business acquisition, you need to consider buyer motivation. Strategic and financial buyers are going to have different motivations.
These are things that could affect you depending on how much of the company is acquisitioned. For example, if this is a family business, you may care about what happens afterward.
You may want to make sure the integrity of the company is maintained. Or you want to make sure employees and managers are kept employed.
How to Respond to an Acquisition Offer
Now that you know what to look for in acquisitions, how do you respond? When you have decided on business offers you are interested in, you need to formulate a response.
There are a few routes you can take when doing this that you will need to understand.
Rejection Or Negotiation
If you are not happy with the offer, you have the option of rejecting it. It may not align with your goals or offer a fair price.
If you do like the offer, you have the option of negotiating it further. This is helpful if you want a slightly different price or you want the terms to be different.
Full Sale/Limited Sale Process
Other options include a full sale, this can happen if everything is as you want it. Then you will be able to proceed with the transaction to sell your company.
With a limited sale process, you may discreetly contact other acquirers. This can be done as you are discussing the current acquisition.
Business Acquisition Offer 101
If you have a business that you want to sell, you will receive business acquisition options. These are business offers that you will need to vet for terms and finances.
Are you interested in selling your business in the St. Louis area? Contact us today at Fusion to book a consultation.
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How Improved Negotiation Tactics Can Benefit Your Deals
There is no underestimating the importance of negotiation when you are buying or selling a business. Let’s take a look at some of the most often used strategies and our recommendations.
The Direct Approach
One approach in negotiations is what we often refer to as the “take it or leave it” strategy. In this scenario, the buyer makes an offer, and the seller then counters that offer. There is little negotiation work necessary, as both parties are direct and simple about the numbers and terms they propose. The drawback to this approach, however, is that when it doesn’t work, there is little to no recourse. When this “direct approach” offer isn’t accepted by one of the parties, there is little opportunity for flexibility on either side. Therefore, the direct approach can be somewhat of a risk.
Focusing on Influential Details
There are typically certain aspects of a deal where a buyer or seller is unwilling to compromise. Sometimes this aspect isn’t even financial in nature. It could be anything from the desire to move the business to a new site, to employment of a friend or relative. Once the negotiations embrace and include these non-negotiables, it can help expedite a successful deal.
Splitting the Difference
A common approach that is seen when buying or selling businesses is that one side offers to split the difference. Unlike the direct approach, there is a good deal of flexibility here. When one party shows that they are open to split the difference, it is often seen as a way to keep negotiations going. Another point in favor of this approach is that communication continues. Obviously when one or both sides stop talking, the deal has not been successful.
Third Party Involvement
When it comes to finding solutions and resolutions, having a third party involved is tremendously beneficial. When you bring in a business broker or M&A advisor, that individual can then help facilitate the negotiated solutions. This third party is seen as skilled, yet also more of an impartial party. Business brokers and M&A advisors also have many years of experience encouraging buyers and sellers to understand and work with one another.
Your brokerage professional can help both parties agree to a fair price while handling the aspects of all the small details involved in buying and selling businesses. Negotiations almost always benefit from having a professional involved, as they bring a different, and much needed, perspective to the table.
Copyright: Business Brokerage Press, Inc.
The post How Improved Negotiation Tactics Can Benefit Your Deals appeared first on Deal Studio – Automate, accelerate and elevate your deal making.
