Interaction

Making Earn Outs Practical...

Disclaimer: THIS IS NOT IN YET, but, we're hopeful and praying to all the gods that it gets put into practice.... 

Definition of an Earn out Clause in a business sale: 

"The main driver of the business is to be on a set time contract and presented with deliverable performance measures. If they achieve these measures, then, the value paid for the business is increased after the transaction date to reflect this effort."

So, what's new?

The ATO has announced practical changes to the treatment of earn out arrangements in the sale/purchase of business assets:

Standard Earn out Arrangements

For the seller - the cost base of the asset sold is reduced by the initial purchase price and subsequent payments. Once the cost base of the asset is reduced to zero, the seller will incur a capital gain in the income year in which the payments are received rather than the income year when the business asset was sold. The capital gain will be eligible for all CGT concessions that the business asset was eligible to receive. If an overall capital loss results the loss cannot be realised until either the end of the earn out arrangement. 

For the buyer- the cost base of the business asset will be the total amount paid to the seller.

Reverse Earn out Arrangements

For the seller - Initial proceeds from sale treated as capital gain in the year the business assets sold. Any future repayments made require the original capital gain to amended to reduce the capital proceeds.

For the buyer - Any future repayments reduce the cost base of the asset.

"When will this be implemented?

There is no defined date as to when this will come into effect. 

We will keep you updated on the progress of the implementation of this practice statement. If implemented, it will make the earn out process so much more convenient and will become a much wider used method of sale

Guy Pearson Tuesday, June 28, 2011
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Starting a new business


Starting a New Business…. So what do I need to consider?

Having just gone through the exercise, it has dawned that advising on this as an accountant really didn’t give me the best insight to the number of challenges faced by a new business owner/operator and the stress that goes along with the process.

Let’s run through some of the major pros and cons and the challenges you face and the rewards that hopefully will be there for you at the end of the line:


Write yourself a business plan you can build on:

Before you set out on the venture into the unknown of your own business, make sure you have one of these laid out and that you can adapt it to your business as it develops, as a stagnant plan will leave you behind the curve. Here are some key areas to focus on:

  • A budget and projection of the costs of setup and the first 12 months of operation. This needs to be done on a monthly basis, with a month by month comparison, if possible and the worst and best case scenarios factored in. (If you have Office 2007 or later, there is a great set of templates to use. If not then you can purchase one from here at a low cost)
  • Define your target market – define who you want your clients/customers to be and why you have chosen them.
  • SWOT analysis (Strengths, Weaknesses, Opportunities and Threats) – look at the market you are entering and consider the current state of the market and what you can offer that stands you apart from the market. This allows you to determine how you should position yourself in a given market.
  • Exit strategy – this is perhaps the point most overlooked on the setup of a new business. You need to consider how long you want to be involved with this business? Do you want other owners involved? If an offer comes along, will your business be sale ready?
  • Key point of differentiation from the market – what is your businesses unique selling point? What makes your business different from your competitors and the market leader?

These are just some general points that are elaborated on in many business and strategy books available in the business section of your chosen bookstore.


Mentors

Probably the most overlooked, but most crucial step in starting a business is to have a great mentor. That second set of eyes to look at things from a 3rd party perspective and act as the potential client. Like with most scenarios two heads are better than one and this will stop the urge to stick you head in the sand and simply follow your own thoughts without using anyone as a sounding board.


So, how do you choose a Mentor?

Don’t assume that this person has to be a trusted advisor that you already have appointed. The best mentors usually come from someone who has no knowledge of your particular industry, but like you, is an entrepreneur that has developed a business model.

Where the opportunities were presented to IA, they were taken advantage of. It was/is a special privilege to have had the opportunity to meet with so many successful people, whom, had at one stage or another in their lives been in the same position. Now their industries and generation were all vastly different, but, they spoke from experience, not quoting a text book and experience should never, ever, be discounted. Some of the comments made were as follows:

  1. It’s not just about having a fantastic product; you need honesty, integrity and the courage to stand behind that product in the face of adversity. That is what will separate you from your competitors,
  2. The best way to grow a successful business is to be able to spend your time working on the business, not in the business.
  3. You need to ask, as a consumer, why would I choose your business to represent me? What can you bring to the table that others can’t?
Now all these comments are great. But, in essence they demonstrate that passion, a business like mind, a fabulous product and personal qualities are all great starting points. But each one alone is not enough to get you to the next level. That is achieved by finding a unique balance between them all.

This is easier said then done…… but there’s an old saying, if you find a job you love, you’ll never work a day in your life. I think a more apt comment, is that if you find a business you love, you will never grow weary or tired of it, you will always be looking to be the lead in the industry and your passion will infect those in your organisation and your customers. This in turn with a realistic and honest view of yourself and your businesses performance will enable you to make the right decision and not let things such as pride, get in the way.



So what do I need to do to register a business in Australia?

You need to ensure that you have filed the correct registrations:

Lasting idea……

Have a unique idea you are passionate about and always remember to keep that idea fluid and not stagnant. If you are unable to develop and reinvent yourself, then ultimately your time at the top is limited by the time it takes a competitor to supersede your business. Don’t get stuck analysing the past, you can’t change what has happened, try and keep it fresh and exciting, set goals, targets and always focus on the next step.

Guy Pearson Thursday, July 01, 2010
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