There are a handful of key asset categories in allocating or breaking down the purchase price of a business during the sale process. In many instances buyers and sellers have different desires in how to “chop up” the purchase price. The allocation in required to complete the transaction. Below are the most common used asset allocation classes.
In my opinion the actual asset value of each category is not so important here. For instance, many times buyers and seller try to really figure out what the Fixtures and Equipment are really worth and plug that real value into the allocation. Don’t lose sight on the bigger, more important picture here. What is most important about the allocation is the tax ramifications involved not actual values. For a buyer you are setting up you initial book values in these categories for future depreciation purposes. For a seller (who is selling for a gain) they may have different tax rates; ordinary income vs. capital gains.
This is no place to lose a deal over, but if planed well it should be most beneficial tax wise for you. I always tell my buyer and seller to consult their CPA over this issue, but I also want to stay in the loop on this one so the sale doesn’t get away from me. If both sides understand the ramifications to each other properly, they always come to agreement. Be involved in this stag. It is important.
Fixtures and Equipment: This asset class has the most to discuss. There is generally a 7 year life to depreciate the assigned value over. There are some equipment classifications that still depreciate over 5 years, but in general for a sale purpose it will be a 7 year life. This means that if I allocate $35,000 of the total purchase price towards Fixtures and Equipment I can write off this amount against my taxable income over the 7 year period. If your Accountant uses straight line depreciation (equal amount each year) it would equate to a $5,000 write off each of the 7 years. This is the shortest life of all classifications in the allocation which means the fastest write off.
Because of that, as a buyer your Accountant usually will tell you to allocate a large amount on this one. Keep in mind that as a buyer you will pay a 1 time sales tax on this amount prior to closing escrow. The amount of sales tax will be according to the tax rate per the county the business is located in. Most Counties are running Sales Tax rate of 8.75 – 9.25%. Take your County rate multiplied by the value allocated to get your sales tax due. No other asset class requires tax paid upon purchase.
Accountants like a large amount here for depreciation, Buyers like a small amount here because of the sales tax due on the amount. Our wonderful taxing agency, The State Board of Equalization has a minimum formula they like to use. They want to see the value to be a minimum of the Sellers current Depreciated Book Value. This can be found on the Sellers federal tax return under pages titled “Federal Depreciation Schedule”. In many cases the State Board of Equalization will ask the Seller for a copy of his Depreciation Schedule in order to close out the Sellers account and issue the Buyer a Buyers Tax Release.
Leasehold Improvements: Leasehold Improvements have a life from 29.5 to 39 years. You will get both of these numbers from various accountants. Personally if I use a Leasehold Improvement in my allocation I would want to use the 29.5 year life as the longer the life the less per year depreciation write off you will obtain.
This is the longest life of the asset classes.
Covenant Not To Compete: A Covenant Not To Compete has a 15 year life. In the past this used to get depreciated over the length of the Covenant. In other words a 5 year 5 mile Covenant Not To Compete used to get written off in 5 years. That made sense but the tax code changed this regardless of the actual Covenant life to where all Covenants are depreciated over a 15 year life.
Goodwill: Goodwill also has a 15 year life.
Liquor License: If your business has a Liquor License (full liquor) you should allocate some value to it, but it is a NON Depreciable item. Therefore I don’t like to add the full or real value here, but like to allocate something here so that I don’t get questioned by any taxing agency on my overall allocation.
I like to use the fastest depreciation allowed. I will generally only use Fixtures and Equipment, Goodwill and Covenant Not To Compete. I don’t see any value in allocating anything to Leasehold Improvements. It is such a long life, and you don’t get much “bang for you buck” on it.
About The Author: Lee Petsas has been selling businesses with UBI Business Brokers in Southern California since 1981. In 1999 he became the Owner and Broker for UBI. He is still active daily in Listing and Selling businesses. He has been approved multiple times by Courts as an Expert Witness in the area of Business Valuations. UBI has been in Southern California selling businesses since 1965. You can reach Lee direct at 714-363-0440.
|Helpful Resources To Assist In Selling And Buying California Businesses|
|William Park, Business Broker - Southern California
Highest Volume Broker in California, Simply Check our HUNDREDS of Listings! Over 25 Associates, Speaking Dozen Languages, Helping Buyers and Sellers of Small Business since 1982, Centrally Located between Los Angeles and Orange Counties, while Riverside & San Bernardino Counties are Very Accessible.
|Harry Sidhu, CBB, Broker - SF Bay Area, Central Valley, SAC Region
Assisting both sellers and buyers of businesses - dealing mainly with Liquor Stores, Grocery Markets, Gas Stations, Smoke Shops, Restaurant Related, Retail Related, Service Related. Serving SF Bay Area, North Bay, Sacramento area. Call Harry Sidhu, CBB for assistance at 510-366-6130.
|Michael Davidson, Business Broker - Southern California
Los Angeles Business Broker providing M&A quality services for Small Business Owners. We leverage our technology and expertise to Simplify & Expedite the Business Sales Process. Matching the right buyer with the right business is how we define success.
|Jeff Back, Broker: Restaurant Specialist - SF Bay Area
J. Back & Associates Restaurant Real Estate was founded in 1988 as the first bay area real estate company to specialize exclusively in restaurant real estate. I am the past President of Charley Browns restaurants and have been involved in the restaurant business for over 35 years. 925-736-8200.
|Taj Randhawa, Business Broker Specialist - Gas Stations, Liquor Stores
If you are interested buying or selling a gas station, liquor store feel free to phone me for a consultation. My vast experience & specialization in gas stations & liquor stores helps me in serving my clients with full confidence, trust & sincerity. Serving Central Valley, SF Bay Area. 559-259-4247.
|Prabhjot Randhawa, Broker: SF Bay Area, Northern Central Valley
I'm a Business Advisor at Liberty Business Advisors of San Fransisco. I have over 20 years of experience in all phases of entrepreneurship. During the past 15 years my concentration has been in business of mergers and consulting. I have owned and operated over 10 businesses.
|Matt Weiler, Business Broker: Gas Station Specialist
Business Broker Specializing in primarily gas stations. Geographic area of focus: San Francisco Bay Area to Sacramento and as far South as Monterey, California. To sell or buy a small or large gas station phone Matt (gas station business broker specialist) direct at 408-623-0920.
|Joanne Weber, Broker - Preschool Specialist - Southern California
The Ryan Craig Company is in its 35th year as the recognized expert in Southern California, dealing exclusively in the sale of preschools, Montessori schools, day care centers, and private schools. Our extensive list of references speaks for itself. Phone Joanne at 818-760-3684 for more info.
|Related Articles, Events, Blog Posts, Discussions, Videos, Interviews|
|Tips From A Restaurant Broker - Check A Restaurant For Karma Before You Buy
Jeff Back (925-736-8200), a SF Bay Area broker specialist who specializes in selling restaurants discusses what he looks for when sizing up a potential restaurant for sale. Do the restaurants you're thinking of puchasing have a good Karma. See Jeff's insights into this topic on restaurant karma.
|Buying A California Gas Station: Top 5 Risks For Gas Station Business Buyers
Those seeking to buy gas station business opportunities need to know about five factors that can make this purchase particularly risky compared to other businesses. Peter Siegel, MBA (BizBen ProBuy Program & Business Purchase Financing Expert) at 866-270-6278 discusses this topic about gas stations.
|Specialty Restaurant Broker Discusses Liquor Licenses & Working With The ABC
What you will read in this BizBen blog post you will probably not find in any manual or set of instructions provided by the ABC (liquor licenses in California). This blog post by Jeff Back (SF Bay Area Restaurant Broker Specialist) at 925-736-8200 discusses this topic of liquor licenses in detail.
|Why Restaurant Buyers Typically Fail: Best Pro Tips For Buying A Restaurant
Buying a restaurant (no matter what type) can have many pitfalls, and potential restaurant buyers should know how to avoid getting burned! Several restaurant intermediaries and advisors weigh in on this BizBen Discussion about the best way to find, purchase and run a restaurant successfully!
|Buying A Restaurant With Financing: 5 Options For Restaurant Business Buyers
In this Discussion, Peter Siegel MBA (Business Purchase Financing Advisor at 866-270-6278) discusses financing of purchasing a small to mid-sized restaurant business (with or without real estate). When it comes to financing a restaurant, potential restaurant buyers have many options to choose from.
|Financing The Purchase Of A Frozen Self-Serv Yogurt Shop - Tips For Buyers
Financing a frozen self-serv yogurt shop for can be challenging. Here, you'll learn the real scoop behind financing a yogurt shop purchase to help it be profitable from the start. Peter Siegel at BizBen.com
|Preparing Your Bay Area Business For Sale: Accounting & Financial Statements
The first thing you should start working on when selling your business is getting your financial statements in order. Having correct, easy to read, simple financial statements Is key in showing interested buyers. Rob Hartman (SF Bay Area Business Broker) shares his experience.
|Buying A Restaurant Can Be Challenging: 3 Key Tips For Restaurant Buyers
People always need to eat; there should be plenty of business. Some buyers think there is prestige to owning a popular eating establishment. But it isn't an easy purchase. Peter Siegel, MBA (Business Purchase Financing Expert, ProBuy & ProSell Program at 866-270-6278) reviews this topic.
|See All News, Tips And Events|