Captial Gains Tax Increases Make This a Good Time to Sell

Why The Government Could Get Half Your Business
Mike Periu, Director, Council for Economic Education
August 19, 2013

When you think about selling your business, how much of the sales proceeds do you expect to
keep? Many owners respond with a common answer: the net proceeds (sales price minus
liabilities), forgetting that silent partner Uncle Sam will also expect his cut. Changes in tax laws
from the implementation of Obamacare and from the fiscal cliff outcome have made his slice
even larger.
The U.S. has one of the highest capital gains tax rates among developed countries, according to a
study by Robert Carroll and Gerald Prante of Ernst & Young LLP. The top long-term capital
gains tax rate, when combining both state and federal taxes for a corporation owned by an
individual, currently stands at 56.7 percent. That means if you were to sell your corporation
today for $3 million, you could walk away with as little as $1.3 million, leaving $1.7 million to
the government. The difference between $3 million and $1.3 million could just be your ability to
retire vs. having to continue working.
Over the next several years, this already high tax rate is likely to increase. At the federal level,
there's tremendous political pressure to increase long-term capital gains taxes—some
congressional leaders believe it should at least be equalized with earned income tax rates if not
made higher. Influential Senator Max Baucus, who announced his retirement earlier this year,
has made securing an increase in capital gains taxes one of his key priorities before his
retirement in 2014. If Congress is able to reach an agreement that the president is willing to sign,
we could see significantly higher long-term capital gains taxes starting as early as 2015.
But rather than leave most of the fruits of your labor to Uncle Sam when you sell your business,
consider these options:
Think about selling sooner rather than later. It’s never a good idea to make decisions solely
for tax reasons, but it’s a bad idea to ignore them too. If you're already contemplating selling
your business and you don’t expect it to accrue significant value over the next few years, you
may want to consider selling before rates increase. Even a 5 percent increase in the long-term
capital gains tax rate would mean $150,000 in additional taxes on a $3 million sale.
Evaluate an asset sale vs. a stock sale. These two options can have very different results from a
tax perspective. In an asset sale, the buyer purchases the individual assets in the company and
assigns a value to each one. The total sum of these asset prices is the total purchase price. The
IRS has very specific rules as to how the purchase price should be allocated across individual
assets. The seller is left with the proceeds and an empty corporate shell that basically owns
nothing. Buyers tend to prefer this method because it allows them to avoid potential litigation
and liabilities that may be the responsibility of the company. In addition, the buyer also has the
right to depreciate the assets based on the actual purchase price, which means that the buyer’s
future tax bill will be lower. As the seller, this type of asset sale means you may be subject to a
hefty tax bill.
The alternative is a stock sale, where the buyer pays you for the shares in the company. In this
type of sale, they take ownership of everything—the good and bad, the known and unknown.
While your tax bill may be significantly lower, buyers will also want to pay less as the risk of a
forgotten lawsuit will be present and the benefit of higher depreciation on their tax bill goes
away. You'll have to review both types of sales to see which might be better for you.
Consider—with caution—changing from a C corporation to a different legal entity. If your
business is organized as a C corp and you plan to structure your transaction as an asset sale,
you're going to be subject to double taxation. The business entity will pay taxes on the profits
from the asset sale, and you'll have to pay taxes on the proceeds distributed from the company.
Limited liability companies and Subchapter S corporations don’t have to deal with this issue.
They're considered "disregarded entities" for tax purposes, meaning you'll only pay income taxes
once, not twice. If you're planning a sale in the medium term, consider switching from a C corp
to another entity. But proceed with caution: The IRS won't allow you to reap the tax benefits of
such a maneuver if it's done just before a sale or in contemplation of a near-term sale. A
company that switches from a C corp to an S corp, for example, has to wait 10 years to capture
all the tax benefits of the switch in a sale.
Consider getting paid in buyer stock. If your company is being bought by a large, publicly
traded company in which you have great confidence, you may be able to defer your taxes
indefinitely. The IRS allows you to defer income taxes on a company sale if you're paid in shares
of the buying company. As long as a significant portion of the transaction (at least 40 percent) is
paid in stock, you can defer paying taxes until you actually sell the stock. Even though capital
gains taxes are going up, this could be an important estate planning tool if you don’t plan to use
the money from the sale of the business.
Before implementing any strategies to minimize taxes due to the sale of your business, be sure to
consult your attorney, tax specialist or financial advisor.


Source: http://www.periu.com/small-business/why-the-government-could-get-half-your-business/

Business Financing Options Changing. From Business Financing Magazine

New Financing Alternative is Not Just for Small Businesses Anymore

Some not-so-small businesses are choosing financing options originally designed to assist Main Street USA.

Aug. 7, 2013Marc Glazer

Small business lending conditions appear to have improved in recent months. In an AprilFederal Reserve Bank survey, just under one-quarter of senior bank loan officers said that lending standards for small firms had eased somewhat over the prior three months. More recently, a private sector analysis of small business loan applications reported in July that both large and small banks are granting loan requests at much higher rates than they did a year ago.

This apparent improvement in capital availability for small businesses, while welcome, is still from a dismal base. In a 2012 survey by the American Sustainable Business Council, 60% of small business owners said they have faced difficulty obtaining loans, and an overwhelming 90% agreed that the availability of small business loans is a problem.

It is not just the smaller businesses who are frustrated; even larger, more established companies continue to have trouble getting bank financing. They are turning to specific lenders that have been a source of credit for Main Street USA for more than a decade. And a few of those providers are stepping outside the industry comfort zone to respond.

Filling a Credit Gap

These finance companies started out in the late 1990s providing funding to small restaurants and retailers that could not get bank money. The terms were short and the advances rarely topped the six-figure mark. The cost was higher than a bank, but when bank loans were unavailable, the comparison proved moot for an owner who needed capital to grow.

In the easy-money era, the market for these finance companies was limited. But with banks calling loans and rejecting even good credits beginning in late 2008, an influx of small businesses sought out these sources of capital, and the industry expanded rapidly. Adding short-term loans opened up the market to non-retail businesses. Even though these lenders were financing businesses that banks would not, the industry leaders emerged from the recession stronger.

No published data exists, but it is estimated that the sector funded $1.5 billion in 2012 alone. With capital flowing in from such firms as Goldman Sachs, Google Ventures and Wells Fargo Capital Finance, some industry insiders are predicting that funding could top $3 billion in 2013.

Full article:
http://businessfinancemag.com/corporate-finance/new-financing-alternative-not-just-small-businesses-anymore

Market for Small Business Up Dramatically. Atlanta Business Chronicle

Market for small businesses up dramatically

Urvaksh Karkaria

Staff Writer-Atlanta Business Chronicle

The Atlanta small-business transaction market went on a tear in the second quarter.

The median selling price of small businesses sold in metro Atlanta more than doubled in the second quarter, compared with a year ago, according to new data from the online business-for-sale marketplace, BizBuySell.com. Revenue of businesses sold in the second quarter rose nearly 68 percent from a year ago.

According to an analysis of 44 closed transactions in metro Atlanta by BizBuySell, businesses sold for a median price of $289,000 in the second quarter, up 114 percent from a year ago. The businesses, which sold for 87....

Walden Businesses Inc. is seeing strong M&A Activity in the manufacturing, distribution and business-to-business service sectors, Vice President Sara Burden said. "As many of the businesses are recovering and able to show steady gains in revenues and profitability (albeit sometimes small gains), there is less room for price negotiations," Burden said. "There's enough competitive buyer interest to keep the values where they belong."

One factor continuing to influence sales is the buyer's ability to get reasonable financing.

"Our best acquirers are coming to us with purchase monies sitting in committed accounts waiting to make acquisitions - particularly in deals above $1 million," Burden said. "Below a million, those buyers are relying on their own cash reserves and bank financing - which is arduous at best..."

Please read full article here: 

http://www.bizjournals.com/atlanta/print-edition/2013/07/12/market-for-small-businesses-up.html

Walden Businesses Inc. Receives 2013 Best of Atlanta Award

Press Release

FOR IMMEDIATE RELEASE

Walden Businesses Inc Receives 2013 Best of Atlanta Award

Atlanta Award Program Honors the Achievement

ATLANTA May 21, 2013 -- Walden Businesses Inc has been selected for the 2013 Best of Atlanta Award in the Industry Specialist Consultants category by the Atlanta Award Program.

Each year, the Atlanta Award Program identifies companies that it believes has achieved exceptional marketing success in their local community and business category. The Award honors Walden as a local company that enhances the positive image of small businesses through service to its customers and community. Walden is recognized as an exceptional company which helps make the Atlanta area a great place to live, work and play.

Various sources of information were gathered and analyzed to choose the winners in each category. The 2013 Atlanta Award Program focuses on quality, not quantity. Winners are determined based on the information gathered both internally by the Atlanta Award Program and data provided by third parties.

About Atlanta Award Program

The Atlanta Award Program is an annual awards program honoring the achievements and accomplishments of local businesses throughout the Atlanta area. Recognition is given to those companies that have shown the ability to use their best practices and implemented programs to generate competitive advantages and long-term value.

The Atlanta Award Program was established to recognize the best of local businesses in our community. Our organization works exclusively with local business owners, trade groups, professional associations and other business advertising and marketing groups. Our mission is to recognize the small business community’s contributions to the U.S. economy.

SOURCE: Atlanta Award Program

CONTACT:
Walden Businesses
Elizabeth Ferguson
Marketing Manager
Email: walden@waldenbus.com
URL: http://www.waldenbus.com
###

Jacksonville 2013 Economic Outlook

Courtesy of the Jacksonville Chamber of Commerce

Cal Heseman Receives Business Brokers of Florida Top Producer Award for North Florida 2012

Cal Heseman Receives Business Brokers of Florida Top Producer Award for North Florida 2012

In April 2013, Cal Heseman of Walden Businesses received the Business Brokers of Florida 2012 Top Sales Producer Award for the North Florida Region. Cal has been involved in M&A transactions for eight years, and as indicated by the receipt of this award, is very successful. Walden is proud to have Cal as a Principal on its professional team. Business Brokers of Florida is the largest state business brokers association in the country, and the second largest association of business brokers in the world.  

For more information about Walden Businesses Jacksonville, contact Cal Heseman via email message to ch@waldenbus.com or by telephone at 904-521-3602. 

Please visit our website at www.waldenbus.com for more information about our company and the services we provide. 

9951 Salisbury Rd., Suite 121 | Jacksonvile, Florida 32256 | (904) 493-6059

Sales of Small Businesses Surge in Q1. Atlanta Business Chronicle

Sales of Small Businesses Surge in Q1.
By Urvaksh Karkaria
Atlanta Business Chronicle April 12, 2013

The new year has gotten off to a brisk start for metro Atlanta’s small business transaction market,

The median selling price of small businesses sold in metro Atlanta was up 20 percent from a year ago, according to new data from the online business-for-sale marketplace, BizBuySell.com. Yet, the revenue of those businesses in the first quarter was down 30 percent, compared with the prior year.

Businesses that sold in the first quarter in the Atlanta market were smaller, but more profitable than those sold at the same time last year — which explains the year-over-year growth in sales price, said ...

For full story, please read here:

http://www.bizjournals.com/atlanta/print-edition/2013/04/12/sales-of-small-businesses-surge-in-q1.html