In an asset sale, the allocation of the purchase price is the process of breaking down the price paid for a business and of assigning fair values to its major constituting assets and liabilities. Whiles this accounting decision is often left to the last minute, one should keep in mind that it should be implemented similarly on both buyer and seller sides and that it may have significant consequences on the tax liabilities resulting from the sale of the business. So it is strongly recommended to resolve this issue before finalizing the purchase agreement.

The purpose of this article is to prepare buyer and seller for discussing the topic with their advisors. The article presents the main categories of assets that should be considered and to lay out the principles used by the IRS to determine the tax base for each category of assets.

This article discusses the allocation of the purchase price for the asset sale of a non-public company (usually less than $2 million sale price and where the buyer is an individual or a partnership) and the sale of other business entity types, such as sole proprietorships, partnerships, LLC’s and LLP’s.

Asset classification to maximize return and lessen taxes is part science and part art. The buyer and seller are working toward a common goal; the purchase/sale of a business, however, the financial objectives of both parties may put them at odds. When buyers purchase the tangible and intangible assets from a business, whether the existing business is a corporation, sole proprietor, a partnership, an LLC or LLP, the purchase price is usually allocated to some, or all, of the following components:

• Tangible Personal Property (trade fixtures, furniture, equipment)
• Leasehold Improvements
• Value of Premise Lease (if the lease is at below market rent)
• Covenant Not to Compete (include time and distance of covenant)
• Training & Transition (include schedule of time, hours, etc.)
• Registered Vehicles (do not include in Tangible Personal Property above)
• Liquor License (include license type and number)
• Customer List
• Goodwill
• Buildings
• Land
• Inventory

The total value allocated to all of the appropriate assets should equal the total of the purchase price. IRC Section 1060 further delineates specific items included in each of the seven "classes" of assets.

Below is a table with comparisons of how the buyer and seller would treat the assets values allocated to the above listed asset categories:

Taking into consideration the diverse tax treatments for the various asset categories, it becomes obvious that the seller will be motivated to allocate the sales price more heavily in the categories with the preferred tax treatment, those categories allowing capital gain treatment. Meanwhile the buyer will prefer a price allocation that favors categories allowing the most flexibility with the deduction and control of timing of the newly acquired assets.

Consistency between the seller and buyer in their reporting of the allocation is important. Work with professionals (licensed and/or accredited Brokers, CPA’s, attorneys) in these transactions to save you time and money down the line. Tax laws change frequently, so treat this article as a guideline subject to change by the IRS, and subject to interpretation by the appropriate professionals/advisors. Finally, the larger the transaction the more likely there will have to be a formal valuation performed, wherein some, or many of the various asset values may be indicated.

$ svn st | grep ^! | cut -b7- | xargs svn delete

Of course, you’ll need to commit the files:

$ svn commit

-Chris

-Chris

I’ve read many people do this, but perhaps this is something that isn’t common to do in the South? I don’t see many people shopping or doing chores with their iPod’s in. Further, I’ve noticed I get weird looks at the grocery store with my little white earbuds in that I normally don’t.

So, what’s the deal? Am I the only one who does this? It’s a great time to listen to audiobooks and such, I don’t see what the big deal is.

-Chris

It was very disturbing. Spammers sure are becoming very desperate in their attempts to penetrate filters these days. It’s pathetic.

-Chris

P.S. — No, I didn’t visit the website and won’t share it or the file with anyone.

-Chris

-Chris

$ find . -name .svn -print | xargs rm -rf {}

-Chris

$ svn st | grep ^? | cut -b7- | xargs svn add

Of course, you’ll need to commit the files:

$ svn commit

-Chris

Imagine a hard drive that has 4TB of storage in one single drive. First, that amount of storage is just huge for a single drive. Second, if you put that in a network environment the density of the drive would be such that with sufficient services accessing the data, you would quickly max out the throughput and wouldn’t even get half the benefit of such a large drive.

Second, with such high density the susceptibility of the drive to corruption from outside forces (i.e. — electromagnetic interference) would increase exponentially.

I still think making current drives more efficient and faster is a far better return on technological advancement than trying to cram more and more data into a single drive. If you need more than 500GB of storage, you should be using an array not a single drive.

-Chris

On FreeBSD or Linux, you can do this with the following commands:

$ find /path/to/dir -type f | wc -l

Pretty handy!

-Chris

Honestly, I haven’t used my PowerMac in about two months and I intend to soon spend some time updating all the applications and bringing it up to speed with what I use on my Macbook today. So, that aside; how can I sync the various data elements I use on each system with each other? Here is what I use:

• Apple Mail
• iTunes
• OmniFocus
• Documents
• Address Book
• iPhoto

What I do not want to do is purchase a .Mac account because I don’t think it’ll do anywhere near what I need. Additionally, I have nearly 1GB of mail within Apple Mail, and I’m not happy using IMAP. Not only does it slow the updates down from the server, in my experience, but it eats up server space.

If anyone has any suggestions on how I can smoothly sync these, let me know! Syncing mail is the most important to me. I want to be able to view my mail on both systems, and if I read a message on system A show it as read on system B. Thinking about this more and more, perhaps IMAP is the way I’ll have to go. I’m just concerned that with the massive amount of mail I have that accessing mail will be very slow and will cause a great deal of overhead on the server.

(more…)

In this article, we’ll take a look at some disk performance testing I’m doing on various servers of different configuration. We’ll compare the results against the VMware server to see how it stacks up.

(more…)

Additionally, he tested the mobility features and found that they work well on his Windows Mobile smart-phone.

Zimbra the Release Candidate of Zimbra 5.0 (Network Edition) should be out soon — like, next week — so I look forward to seeing what changes have been implemented there.

Additionally, Jake is in discussions with Scalix about pricing, features and such so if the price is right we’ll be looking at that soon too. I also want to take a look at Open Exchange and will be doing so soon.

I spun up a Virtual Machine on our VMware server and loaded Ubuntu 6.06 Server. Once the base install was done, I removed the CD-ROM source from /etc/sources.list and ran:

# apt-get update

This made the package manager know it was to use FTP or HTTP to download packages. Next, I ran the following:

# wget http://files.zimbra.com/downloads/4.5.7_GA/zcs-NETWORK-4.5.7_GA_1319.UBUNTU6.tgz
# tar zxf zcs-NETWORK-4.5.7_GA_1319.UBUNTU6.tgz
# cd zcs
# sudo ./install.sh

This ran through the initial process and listed several packages that needed to be installed, so I installed them next and re-ran the installer:

# sudo apt-get install libidn11 curl fetchmail libpcre3 libgmp3c2 libxml2 libstdc++6 openssl perl libexpat1 libstdc++5
# sudo ./install.sh

This went through several very obvious questions as part of installation, including the administrator password. At one point near the end, it asked for my license file. I signed up for a free trial on Zimbra’s website, and that was emailed to me in the form of a XML file. I simply used SCP to move that up to the server, typed in the path to the file and it worked great.

I made one big mistake though: The password I provided for the admin account had a special character that must have thrown the setup program off. Although it reported the admin user was created, post-installation user account listings showed that other default users had been created but the admin user was nowhere to be found. Additionally, I couldn’t login to the admin using the admin username and password I provided. Bummer…

So, I spent the next two hours trying to figure out how to add a new admin. It wound up being a very simple command:

# zmprov ca testadmin@domain.com test123 zimbraIsAdminAccount TRUE

The key here is the “zimbraIsAdminAccount TRUE” attribute. Once I did that, I was able to login to the admin panel and everything worked out of the box as far as I can tell. I was able to point my domain’s MX record to the public IP of the server (I placed it behind a NAT) and before long I had setup another domain with a few user accounts and had mail flowing.

Had the admin password not screwed up, it would have been working about 20 minutes — which is amazing.

It seems to use a local LDAP server by default, but I did have the option to specify an LDAP server during the installation as well as clustering options that I didn’t touch, since this was a VM. Apparently it stores user account data in LDAP and mail schema information in a MySQL 5.0 database which was also installed. I’m not sure yet where it stores the data (email, etc.) but I think it’s on the raw file system as it should be.

The web interface is pretty cool with lots of AJAX. That said, it doesn’t work in Safari 3.x beta yet; I read they’re working on that. Since that is my primary browser, I was using Camino 1.5 instead.

Jake is going to be testing the MAPI connector and the mobility features and I’m sure he’ll report on that soon.

I’m going to move on to setting up a Scalix server next I believe. We’re looking for a good open-source, Outlook-supporting collaboration server that’s on par with Exchange server.

# sudo apt-get install openssh-server

# vzmlocal -C old_VEID:new_VEID

So, I have a few options:

1. Buy Jake’s 30GB iPod Video (probably $150-175 w/ accessories?)
2. Buy a new iPod nano 4GB ($149 before student discount)
3. Buy a brown Zune (ha…ha…ha)

hmmm….

I arrived on time, setup everything, and then we waited. We did a sound check around 9:30 — whatever that means, seeing as the sound went from bad to bad — then we stopped. We were told to wait a while, so we did. Around 10PM, some random dude briskly walked in off the street with a guitar and walked up on stage. He plugged in and did a “sound check.” We were shocked, who is this guy? Apparently he is the person that was playing before us.

So, we watched as he played and were fully determined he was either coked or cracked out. Not only could you not understand him, but he seemed to occasionally go into convulsions mid-song. Further, he did a few covers that were not covers at all; instead, he just randomly inserted various explicitives into what would normally be a good song. For a single guy with an acoustic guitar, it was overall very disturbing.

So, we were supposed to go on at 9PM but we don’t wind up going on until around 11PM. That is VERY unprofessional on the parts of Bluesboro. I wish Crisis the best of luck now that I’m no longer with them, and I’ll definitely be seeing them the next time they have a gig; but, if I never play at Bluesboro again I will be a very, very happy person.

This will be the last night I play with these guys. I’ve decided to cut back on my music for a while. I’m running out of time at the end of each day and I have to cut back somewhere.

Anyway, it should be a good show so stop by if you can!