Buying a Business

Business Valuation: GABB BCB Class Oct 19, 2021

Learn basic approaches to business valuation, including how COVID may have impacted what a business is worth and tax strategies for maximum profits in this three-hour class offered by the Georgia Association of Business Brokers. The class will be held from 10 a.m. until 1 p.m. on Tuesday, Oct. 19, 2021 at the Georgia Association of Realtors classroom and also available online. Registration information below. 

Students who successfully complete the GABB class will earn credits towards the Board-Certified Broker designation, the first Georgia-specific certification for business brokers. To earn the BCB, business brokers must be members of the GABB and complete 45 hours of coursework. During this extraordinary time in our nation’s economy, the GABB feels that an excellent use of time would be to strengthen the skills professionals need to represent clients fairly, ethically and responsibly.

The class will be taught by Jeff Forrestall, CPA, CFF, ABV, PFS, Managing Partner of Forrestall CPAS and Ricky Moore, CPA, PFS, ABV, QKA, MBA, the Manager of Advisory Services at Forrestall CPAs. Both instructors have experience in tax and financial planning and business valuation. 

Topics to be covered in this three-hour class include:

• Reconciling Valuation Approaches – Why sellers like the market approach and buyers like the income approach
• COVID Updates: How COVID can affect entity value
• Evaluating and Reducing company-specific risk
• How to increase after-tax proceeds at the exit point
• Ethical issues affecting business valuations

The class fee is $49 for GABB members, $75 for non-members, and $225 to register for the BCB program plus one class. Note that the BCB program is only open to GABB members. If you want to attend via Zoom, after you register, you will be sent the link. Contact GABB School Director Diane Loupe at diane.loupe@gabb.org or text her at 770-744-3639 for more information.

INSTRUCTORS:

Jeff Forrestall, CPA, CFF, ABV, PFS – Managing Partner of Forrestall CPAs.

Jeff Forrestall, CPA, CFF, ABV, PFS – Managing Partner of Forrestall CPAs. Jeff graduated from Georgia Southern University in 1994 as a Distinguished Military Graduate with a BBA majoring in accounting. He became a partner at Forrestall CPAs, in January 1997. He became the managing partner in 2003. His experience includes financial, business accounting and taxation, merger and acquisitions, 401(k) auditing and administration, business valuations and forensic accounting investigations. He has consulted and advised hundreds of businesses in dozens of industries. He has been a peer reviewer auditing other auditors for compliance to professional standards.

He obtained the status as a Diplomat of the American Board of Forensic Accountants (DABFA) designation and is Certified in Financial Forensics (CFF), Certified IT Professional (CITP), Personal Financial Specialist (PFS) and Certified as Accredited in Business Valuations (ABV) by the American Institute of Certified Public Accountants.  He additionally obtained the Associate Professional Member (APM) and the Qualified 401k Administrator (QKA) from the American Society of Professional Pension and Actuaries.  He has been designated as an expert as a CPA and in business valuations by local courts.

In 2002 he was recognized by the Georgia Society of Certified Public Accountants as one of the top 30 Certified Public Accountants (CPA) under the age of 40 in the State of Georgia as an alumnus of their Leadership Academy. He was awarded the Gwinnett County Chamber of Commerce “Pinnacle Top 25” for demonstrating extraordinary growth and leadership in businesses and contributions to the community. Additionally, he is an alumnus of the Leadership Gwinnett program, sponsored by the Gwinnett Chamber of Commerce, and an alumnus of the Regional Leadership Institute program from the Atlanta Regional Commission.

He is a former member of the Board of Directors and currently serves on the Leadership Council for the Georgia Society of CPA’s. He has additionally served as the Chair and the Vice Chair of the Information Technology Section, President of the Gwinnett Chapter for the GSCPA for three terms, a trustee for the Society Insurance trust, a member of the Ethic Committee, member of the MAP section and several task force groups for the Georgia Society of CPA’s.  He is a former peer reviewer for the GSCPA (audited the auditors for quality assurance).

He is an active member of the Gwinnett Chamber of Commerce, the American Society of Pension Professionals and Actuaries, American College of Forensic Examiners, Association of Certified Fraud Examiners, Georgia Society of CPA’s, the American Institute of CPA’s and the Georgia Lenders Quality Center.  He is currently the Secretary and has been a member of the Board of Directors for the north GeorgiaSBA office (CDC), Small Business Access Partners, for more than 13 years.

He served abroad in the U.S. Army during the war with Afghanistan in 2001 – 2002, as a decorated Commissioned Infantry Officer.  Jeff lives in Braselton with his three younger sons.  He enjoys teaching scuba diving as a Dive Master, recreational sky diving and traveling in his free time. 

Ricky Moore, CPA, PFS, ABV, QKA, MBA is the Manager of Advisory Services at Forrestall CPAs.

Ricky Moore, CPA, PFS, ABV, QKA, MBA is the Manager of Advisory Services at Forrestall CPAs.

After joining the firm as a staff accountant in 2016, Ricky quickly transitioned into advisory services focused on providing more access to a wide range of services that focus on future growth and less on past compliance for both individuals and businesses alike. These advisory services include business valuation of closely held companies, business acquisition/exit strategy, tax & financial planning, Employee-Owned Stock Option (ESOP) retirement plan design, risk management, and other unique consulting engagements designed to specifically provide a solution to specific needs in industries such as transportation, dentistry, health care, food processing, veterinary practices, childcare facilities, and real estate.

Amidst the COVID-19 pandemic, Ricky was the co-host of the Forrestall CPAs COVID-19 Small Business Update webinar series and led a task force that assisted the business community receive loan forgiveness on more than $35 million in Paycheck Protection Program (PPP) loans. He has also been certified by local court systems and the Small Business Administration (SBA) as a ‘Qualified Source’ for business valuation and was awarded the Accredited in Business Valuation (ABV) credential by the American Institute of Certified Public Accountants (AICPA).

Ricky also provides retirement planning services to both individuals and businesses and was awarded the Personal Financial Specialist (PFS) credential by the AICPA and the Qualified 401(k) Administrator (QKA) by the American Society of Pension Professionals & Actuaries (ASPPA).

To give back to the community, Ricky is a current board member of both the Georgia Lenders Quality Circle (GLQC) and the Hamilton Mill Men’s Golf Association. In his free time, he enjoys spending time with his wife, April, and two children. In January 2021, Forrestall CPAs announced that Ricky had become a shareholder of the firm.

GABB Class: Securing and Managing Listings, Aug. 17

Whether you’re new to the profession of buying and selling businesses, or have limited experience as a business broker, this Aug. 17 GABB class will teach you the best practices to secure and manage listings for businesses for sale.

Matt Wochele, CBI

Securing and Managing Business-for-Sale Listings (GREC#73352)  will also help you when you’re selling someone else’s listing, review marketing strategies, cover ethical issues, help you analyze the financials of businesses for sale, and teach you how to guide a client through meetings with prospective buyers, negotiations, financing and closing.  The class will be taught by GABB’s Vice President Matt Wochele, CBI,  founder of Preferred Business Brokers, Inc. and a Life Member of the Georgia Association of Business Brokers’ Multi- Million Dollar Club.

This class is part of the GABB’s Board-Certified Broker credential program. Students who successfully attend all three hours of the class and pass the test will be eligible for credit through the Georgia Real Estate Commission. The class will be held both in person and online via Zoom, although the instructor is urging students to attend the class in person.

To encourage students to attend the class in person, the GABB will offer attendees several prizes including a one-year membership to the GABB and Starbucks giftcards. Only students who attend the class in person are eligible for these incentives.

The class (GREC #73352) will be held from 10:00 a.m. until 1 p.m. at the classroom of the Georgia Association of Realtors at 6065 Barfield Rd, Sandy Springs, GA 30328. Per GREC rules, students who arrive promptly and stay for the entire class are eligible to earn three hours of continuing education credit through the Georgia Real Estate Commission and the GABB’s Real Estate School, GREC #8074. Students who prefer to attend via Zoom must remain on camera; the link will be sent after you register.

The class fee is $49 for GABB members, $75 for non-members, and $225 to register for the BCB program and one class. Note that the BCB program is only open to GABB members. Contact GABB Executive Director Diane Loupe at diane.loupe@gabb.org or text her at 770-744-3639 for more information.

ABOUT THE INSTRUCTOR:

After attending Bucknell University and St Joe’s University Matt Wochele started his professional career as a stockbroker in NJ in 1978. In 1981 he was transferred to Atlanta to head up the firm’s investment banking business in their Atlanta, Jacksonville, and Houston offices. After 18 years working with public companies, Mr. Wochele started Preferred Business Brokers, Inc. in 1996. He has sold more than 300 main street and lower middle market businesses in the past 25 years.  Mr. Wochele is a Certified Business Intermediary, a Life Member of the Georgia Association of Business Brokers’ Multi- Million Dollar Club, a GABB Phoenix Award recipient, a member of the International Business Brokers Association and is currently serving as Vice President of the Georgia Association of Business Brokers’ board.

Non-Disclosure Agreements: GABB July 27

Stephen M. Levinson, Esq.

When buying a business, buyers usually must sign a non-disclosure agreement, or NDA, in order to review sensitive information about the business, including financial details, inventory, and legal matters. Legally,

Anyone who has not signed an NDA isn’t legally bound by it, attorney and GABB affiliate Stephen M. Levinson told the Georgia Association of Business Brokers on July 27.

To hear Steve’s presentation and the rest of the GABB meeting, click this link.

Here’s a PDF of Steve’s presentation: Levinson NDA presentation

Now in his 33^rd year of consistent practice experience, Mr. Levinson handles matters in the areas of business law; business sales and acquisitions; business/contract disputes; construction disputes; and alternate dispute resolutions and has so-far closed approximately 1,500 business transactions.  He has also previously lectured about business transactions before Georgia Agent/Broker Groups including lecturing before business brokers for state credit.  Steve is also an experienced Mediator and Neutral since 2009 and the owner of Northside ADR.  

Mr. Levinson received his B.S. in Political Science in 1983 from the University of Miami and SUNY Brockport and earned his law degree from Georgia State University in 1989. Steve was admitted to the Bar in February of 1989 and is admitted to practice in the U.S. Court of Appeals, Eleventh Circuit; the U.S. District Court, Northern District of Georgia; the Georgia Supreme Court; the Georgia Court of Appeals; and the State Courts throughout Georgia.

Beyond his law practice, Steve is the founder, and for many years, host of a weekly Nar-Anon family-peer support group serving those who deal with the addiction issues of loved ones and is  also the co-founder and host of the Annual Deane W. Evans Memorial Golf Tournament, raising money to award merit based college scholarships to deserving high school students and doing other charitable work in memory of Deane Evans. 

Steve and his wife Alison (high school sweethearts) are 34-plus year residents of Cherokee County and now live in Holly Springs.  They are the proud parents of two adult sons, Alex and Aaron.  They are active in many charitable endeavors and are longtime supporters and promoters of the Cherokee County Secret Santa Program, Atlanta Harm Reduction, Atlanta Community Food Bank, The Fulton County Canine Cellmates Program, Caring Hands Community (Kingston, NY), The Zaban Couples Shelter, Georgia Overdose Prevention, Friends of the Forlorn and other worthy causes.

The GABB is Georgia’s largest and most respected association of professionals who help people buy and sell businesses and franchises. Our association includes business brokers, lenders, appraisers, attorneys, business consultants and others who help business owners and entrepreneurs in many ways. Please review our directory if you are seeking a business broker or other professional.

For more information about the GABB, contact GABB President Judy Mims at 404-918-3666 or judy@childcare.properties, or GABB Executive Director Diane Loupe at diane.loupe@gabb.org or text her at 770-744-3639.

GABB Class: Business Broker Models, July 13

Business brokers will learn how to set up their practice, identify and define their market, identify clients, conduct feasibility studies; recruit, supervise and train staff, and the ethics of different broker models, in this July 13 class presented by the Georgia Association of Business Brokers.

Business Broker Models will be offered both in person and via Zoom on July 13, and is part of the GABB’s Board-Certified Broker credential program. Students who successfully attend all three hours of the class and pass the test will be eligible for credit through the Georgia Real Estate Commission.

The class will be taught by former GABB president Michael Ramatowski, CBI, chief executive of RamBizGroup Business Solutions, a specialty M&A business brokerage firm. Mr. Ramatowski’s business brokerage profession began in 1992. 

Michael Ramatowski, CBI

Mr. Ramatoswki’s clients include general brokerage and candidates for merger by acquisition from manufacturing, distribution, and service businesses. A longtime member of the GABB, he has owned and managed businesses that included a real estate master franchise, a property management networking company, and a service business. As COO of a banking conglomerate, he managed brokerage operations, title companies, home and service warranty programs, and a relocation company. Mr. Ramatowski has served on the board of directors of eleven different organizations with diverse specialties including real estate brokerage, mortgage companies, title insurance, banking, health care, and office supply operations. He served as an Electronic Specialist in the U.S. Navy Submarine Service. He attended Cleveland State University and Baldwin Wallace College. He has been awarded the Certified Business Intermediary professional designation by the International Business Brokers Association.

The class (GREC #73239) will be held from 9:30 a.m. until 12:30 p.m. at the classroom of the Georgia Association of Realtors at 6065 Barfield Rd, Sandy Springs, GA 30328. Per GREC rules, students who arrive promptly and stay for the entire class are eligible to earn three hours of continuing education credit through the Georgia Real Estate Commission and the GABB’s Real Estate School, GREC #8074. Students who prefer to attend via Zoom must remain on camera; the link will be sent after you register.

The class will cover the sole proprietorship and enterprise business models of business brokering; market analysis; defining business buyer and seller clients; defining business types; and defining the overall market. Students will learn how to conduct a feasibility students of the financial health of a prospective business to be sold, including examining the income statement, as well as identifying areas where the prospective business could build wealth. In the final hour of the class, Mr. Rawatoswki will teach students how to conduct a feasibility study of the financial health of a prospective business to be sold, including examining the income statement, as well as identifying areas where the prospective business could build wealth.

The class fee is $49 for GABB members, $75 for non-members, and $225 to register for the BCB program and one class. Note that the BCB program is only open to GABB members. Contact GABB Executive Director Diane Loupe at diane.loupe@gabb.org or text her at 770-744-3639 for more information.

Using Retirement Funds to Buy a Business, May 25 GABB Meeting

Larry Carnell, ABI, CBI, CFB, CFE, Vice President of Business Development with Benetrends Financial

Gathering enough cash for a down payment for an SBA loan to buy a business or other business needs can be a challenge. Larry Carnell, ABI, CBI, CFB, CFE, Vice President of Business Development with Benetrends Financial, spoke to the Georgia Association of Business Brokers about how entrepreneurs can use their 401(k), IRA or other qualified retirement account to acquire capital to get approval for an SBA Loan to purchase a business. He also talked about an instant buyer engagement program on how to use cash or retirement funds to help exempt buyers from future capital gain taxes (and proposed increases) and potentially double net inheritance for spouse/children/family.

View a video of the entire meeting on the GABB YouTube channel.

Larry Carnell is a national award- winning entrepreneur and management consultant, as well as a respected business and funding expert at Benetrends. Carnell’s company has programs that allow investors to use part or all of their existing retirement accounts to fund a required down payment for an SBA Loan.

By using long-standing provisions of the Employee Retirement Income Security Act of 1974 (ERISA), Carnell’s company uses a corporate capitalization strategy that enables 100% of the gain on the sale of the company to be tax free. To use this strategy, the business owner rolls over a portion of the funds from a qualified plan or IRA to start a business. When it’s time to sell the business, you may be able to pay no Federal and State tax on any gain from the sale of the business.  Up to 100% of the gain can be invested to grow tax-free, including making an investment in another business, according to Carnell.

Carnell also discussed Rollovers as Business Startups or ROBS plan, first introduced by Benetrends Financial as The Rainmaker Plan® in 1983. A ROBS plan is a debt- free funding solution that allows a person to draw from  their retirement funds without incurring upfront taxes or early withdrawal penalties. A ROBS plan allows business owners to use their retirement funds, tax-deferred and penalty-free, for the purchase or startup of their business, using a four-step   process.  He also discussed a Roth Advantage Plan, or RAP.

Advantages of ROBS and RAP plans and similar strategies, according to Carnell, include:

• Increases client engagement (including spouse)
• Superior wealth accumulation & protection (retirement assets cannot be seized by creditors)
• Superior tax benefits (capital gain, income and payroll taxes on retirement contributions)
• Reduces debt and interest payments, Improves cash flow
• Investment NOT a loan – NOT subject to credit rating
• Does NOT adversely impact debt ratios or credit scores
• NOT subject to business profitability
• SBA approved as down payment / equity injection OR used alone
• Improves loan approval rates
• Improves debt ratios Debt free money (SBA approved)
• Improves post close liquidity
• Can be used to leverage BIGGER deal – (Business AND Land) & Broker Fees
• IMPROVES CLOSE RATE

Traditional ROBS features:

• PRETAX use of retirement funds to invest or purchase company stock
• C CORP retirement plan adoption [401(k), hybrid or custom options]
• Retirement Plan BUYS common stock in company
• Company GROWS. Revenues are used to run business. From Profits:
• 401(k) contributions are made NET of payroll taxes (currently 15.3% and rising)
• Rainmaker retirement contributions are EXEMPT from payroll taxes
• Company is SOLD – ‘pretax’ proceeds go into retirement plan
• Proceeds are taxed in the future at future tax rates (expected to rise)

Benetrends offers a NEW Rainmaker/Roth Advantage Plan: 

This plan allows business owners to realize the full appreciation of their business tax-free upon the sale of the business, given certain circumstances following the Tax Reduction and Job Creation Act of 2018 (TRJC).

• Cash (minimum of $10k) OR Retirement Funds to invest in company stock
• C CORP creates & adopts 2 CUSTOM retirement plans
• Rainmaker [not a traditional 401(k)] & Rainmaker Roth 401(k)
• Use custom plans to create structure that invests money POST-TAX to BUY common & preferred stock (Taxes due NEXT Year OR 5 year option)
• Company GROWS. Revenues are used for operating expenses
• Retirement contributions are often payroll tax EXEMPT (currently 15.3% and RISING)
• Company SOLD – proceeds forever TAX-FREE & Lifetime protection (no RMDs)

Lenders are finding that these resources are creating enhanced motivation for business ownership, according to Carnell. The perceived security of a job often discourages people from assuming the risks associated  with buying or starting a business. When presented, these resources are proving to be effective in helping to engage more borrowers, improve lending approval rates, reduce defaults and leverage larger loans by providing greater access to liquid capital for injection needs, thereby reducing borrowers’ fears while creating dramatic benefits for both the borrower and lender.