Instead of loan financing consider a ROBS

Instead of loan financing consider a ROBS

For prospective buyers in the U.S. with substantial assets lodged in a 401(k), 501 (k), IRA or other retirement fund, Rollovers as Business Start-Ups (ROBS) may provide a means of financing with some very significant advantages.

When we say ‘substantial’, that means a minimum of $50,000 to roll over. Otherwise, the set-up and monthly maintenance costs for the quite complex ROBS arrangement will be too great a proportion of the investment to justify using this scheme.

However, for significant investment amounts the costs are entirely viable and quite advantageous. Set-up fees paid to an experienced ROBS provider are normally around $5000 upfront, with an ongoing annual administration fee of up to $2000. Legally speaking it is actually possible to do all the work yourself, without using a ROBS provider, but that would be foolhardy with many IRS and DOL compliance complexities ready to trip you up.

In fact, the steps are much too complicated to cover comprehensively in an article such as this one. However, here is an introduction to the world of ROBS, what it is and basically how it works.

Age is no barrier

You don’t have to be any particular age to roll-over funds from your eligible tax-deferred retirement account. It doesn’t matter how young or old you are. You just need to have the funds in credit and then work systematically through the rollover process. The great advantage is that this is not a loan at all, so there are no loan fees and no interest to pay. At the end of the day, it’s your money. You are simply accessing it for business investment purposes. The funds cannot be used to service personal expenses or to acquire purely personal assets. ROBS is for business investment only. As one potential source of finance to be considered, it can be used in parallel with other financings, including loans

In essence, you will be rolling over your money from one retirement fund into another new one, which your business will set-up. If you are buying an existing business you will put the necessary structures in place for the roll-over prior to the transfer of the business. The modest set-up costs cannot be covered by the ROBS itself. You need to cover these separately up front.

How does it work?

The first step is creating a C corporation (C-corp). This is obligatory and cannot be circumvented. However, this part is actually very easy and quite inexpensive, although specific details will vary slightly from State to State. The more complex step is then setting up an employee retirement plan, most commonly a new 401(k), for the new entity. At this point, you roll over the amount you have decided on from your existing personal 401(k), 501(k) or IRA into the new corporation’s retirement plan. The plan purchases stock in the C-corp, acquiring a shareholding on behalf of all employees, as will be explained shortly, and that purchase amount is released as your business capital. The ROBS rollover is now completed. There is no loan of any kind involved to repay. Of course, the retirement fund earns its share of the profits for future distribution and takes its share of any hit if the business loses money.

In the next stage the C-corp, of which you are the part-owner and also technically an employee, uses the capitalization from the ROBS to build a new business or buy and develop an existing one. The funds can be used for any normal legitimate business purpose, but not for personal expenses that only you benefit from and not for over-payment to yourself of any inflated management or director fees. In fact, any salary payment to yourself must not come from the rolled-over funds directly but must come only out of operating expenses. As we said, it’s your money – but in return for the release of investment funds, the new C-corp retirement plan retains its shareholding in the business and receives its share of all profits after reasonable expenses. The retirement fund will be a significant or even the major shareholder (depending on what other financing sources were used) and as director, you are required to the best of your ability to operate the company to the financial benefit of the fund and its members. You will be covered by the C-corp retirement plan and profits accrued by the fund will ultimately benefit you when drawn down.

Administration of this complex legal arrangement is demanding and really needs to be outsourced to an expert ROBS provider, although this is not legally mandatory. Ongoing monitoring for IRS and the DOL, and other statutory compliance including managing the annual IRS Form 5500 return is definitely no work for the business operator. However, the fees for this administration are actually minuscule compared to the loan costs on a comparable amount of financing from traditional loan sources.

Remember it’s still a retirement fund

ROBS advantages come with some complexities. One of these is that all employees of your new business have the right to join the C-corp retirement fund which you have set up. Note that you yourself must be classified as an employee managing or directing the business. There is no legal specification of the number of hours you must actively work on the business or how much you may pay yourself from the business operation, except that payments to yourself must be deemed ‘reasonable’. Otherwise, they will be treated as a ROBS prohibited transaction. This means that using a ROBS arrangement may not be quite as suitable for buying businesses with a ‘passivity premium’ because of requiring very little owner presence or investment of time.

All employees of the business will have the right to join the retirement fund and legally must be invited to do so. The ROBS provider routinely oversees this notification as part of the ongoing monitoring of the arrangement. For smaller businesses, this is unlikely to be an issue as the definition of ‘employee’ is quite restrictive. Contract service providers and casual workers are not covered at all. Eligibility varies slightly from State to State but essentially an employee must be at least 21 years of age, have worked for the business for twelve months or longer, and have worked a minimum of 1,000 hours during the preceding year. Processing the employee contributions and employer liabilities under the plan is quite onerous and is best handled through the ROBS advisor. However, many smaller online businesses will actually have few or not even any additional employees.

Winding up a ROBS arrangement

Often people enthusiastically enter into an arrangement in the excitement of a new business venture without working through what the eventual exit will entail. With a standard business loan, with all the associated costs and often punishing interest rates, paying out the loan when the business is eventually sold is very straightforward even if financially penalizing.

By contrast, exiting a ROBS provision is inexpensive but a little more complex. If the business is sold then the C-corp retirement fund as a shareholder receives its due share of the sale price, minus funds required to wind down the business and pay out existing liabilities. The retirement plan is then wound up and its assets distributed proportionally to all employees who have contributions in the fund. As the business owner and director your own closing balance in the fund is simply rolled over into a new or existing personal IRA for your (highly tax-effective) benefit. Essentially, through ROBS you have used your assets in an eligible retirement plan to finance business for as long as you operate the business, maybe for many years. At no point through this arrangement have you taken a loan or drawn down cash, and hopefully the ROBS has saved you lots of money.

However, it would be remiss in this article not to cover the implications of a less positive scenario in which the business makes a loss or even totally folds. Simply put, if the business has lost money and is sold for a lesser value than it was set up or acquired for, then the retirement fund and all of its beneficiaries, including you, take a hit. In the event of a total business failure, the assets you originally held in your original retirement plan will have been wiped; but as the ROBS is not a loan there is no financial liability to repay. Formally unwinding the ROBS must still be done according to law and the C-corp retirement plan is then closed out. Any other employees covered by the plan must have their situation and options explained to them. The ROBS provider would attend to this.

ROBS presents a positive opportunity

The ROBS scheme, while it may sound a bit daunting from the explanation provided above, is actually a very innovative business-backing initiative. It enables entrepreneurs to access money which is locked away in a retirement fund for business ventures, without the burden of normal business loans and with the prospect of strong profit returns on personal investment.

Start-up businesses and online businesses which have been bought and built up using some capital from ROBS arrangements actually have a significantly higher success rate than businesses relying more heavily on business loans for the primary financing. This may possibly be because business buyers who are backed by both retirement fund assets and the sophistication to understand the ROBS provisions are likely to have the capacity and the necessary perseverance to develop financially successful business outcomes.

ROBS arrangements are not for everyone. If you have $50,000 or more locked away in eligible retirement plan assets, make some time to talk to an expert ROBS provider. A substantial one-off first-time advisory consultation is generally offered totally free and without obligation. Be aware that the adviser will have a vested interest in talking up the arrangement, but you can always walk away. It’s a fascinating and potentially highly lucrative financing option to explore.

 

Get started with Amazon FBA by buying a ready made store

Get started with Amazon FBA by buying a ready made store

In the world of e-commerce, one company reigns supreme: Amazon. The world’s largest online retailer is the most popular online marketplace for consumers to find just about everything. However, Amazon’s success isn’t down to only itself, but the many 3rd party sellers who use the marketplace to sell their own products.

Many of these 3rd party sellers use the Amazon FBA (Fulfilment by Amazon) service in order to capitalize on the Amazon customer base and distribution network. Amazon FBA makes it easy to manage an online store on the platform. While setting up an FBA store is a simple way to get into e-commerce, the beginning stages are always the hardest. For that reason, many entrepreneurs are interested in buying an Amazon FBA store.

Setting Up FBA

To set up an FBA store the first step is to create a seller account. Once you have a seller account you can start sourcing products to sell on your store. You can connect with suppliers to buy your product from and get it private labeled with your own brand. Once you have your product manufactured and branded to your liking then you can send it to the Amazon FBA warehouse and Amazon will ship your product to anyone that purchases it from your product page on the Amazon website.

Why You Should Consider Buying an Amazon FBA Store

FBA makes owning and running an e-commerce store easy. However, there are some upfront costs which can be high if you don’t have a good product. This is why many entrepreneurs choose to buy an FBA store instead.

Easier Start

The hardest part of running an FBA business is finding and sourcing a profitable product. Buying an FBA store removes this problem as the seller has already done the groundwork of sourcing an initial product and selling it on Amazon. For someone just starting out with FBA, this is a great way to learn the platform without wasting money on products that turn out to be busts.

Focus on Expanding

With the initial groundwork of sourcing a product, supplier and getting everything into the FBA store already done then you only need to focus on maintaining those established channels. With some steady profits already available then you can focus on expanding the store by enhancing marketing, launching a website, and adding additional products among other things.

Once you’ve decided that you wish to buy an established store then the best place to go would be Flippa.com. Flippa makes buying an FBA store a simple process. You can browse through their collection of FBA stores where you can analyze store niche, profit margins and sale price. Once you’ve identified a store that you wish the purchase, the customer service team at Flippa is available to help with the process and answer any questions.

If you’ve always wanted to get into e-commerce or FBA but were unsure about what you needed then now is the perfect time to buy an FBA store through Flippa.

Due diligence checklist

Due diligence checklist

Revenue, Cost, Profit Claims

Flippa can only verify the numbers claimed and request that all sellers add proof of revenue for all businesses generating a profit. 

Websites / Apps:
Read-only access or video walkthrough of revenue analytics, Admob, or eCommerce reports. Always ask for any analytics that may be associated with the account.

FBA:
Amazon Seller central video walkthrough or read-only access. Make sure to get proof of stock costs and shipping costs from the manufacturer. Look at every line item in the P&L and request for proof.

 

Verifying Ownership

Flippa verifies ownership of the main asset. However, if the listing has multiple assets we recommend that a full verification is done by the buyers.

Websites / Apps:
You can request read-only access to any analytics on the site or for other proof from the seller to verify ownership of the asset.

FBA:
Amazon Seller central video walkthrough or read-only access.

 

Monetization

Many online businesses will have more than one revenue source, so it is important to fully understand how the business is monetized.

Websites / Apps / FBA:
It is important to identify all the monetization methods an online business uses to make money. This can be done by making sure all revenue and cost amounts are equal to what’s claimed on Flippa. Once you have identified how the business is monetized, make sure you’re capable of performing those same tasks (such as posting affiliate links or stocking inventory), or can easily learn how.

 

Revenue Transferability

It is important to verify that all revenue can be swapped to a new owner, upon buying an asset. This is to make sure the business is still profitable upon taking ownership. Buyers should look over the terms of any third party accounts that are going to be transferred or created.

Websites:
Make sure that the revenue account can be transferred or that opening a new account is straightforward and easy. For example, AdSense accounts cannot be transferred, while PayPal accounts can easily be transferred.

Apps:
For in-app purchases, Advertising services like AdMob or ChartBoost can easily be swapped by placing your own ad IDs into the app. Many sellers can do this for you upon transfer. For in-app purchases, one just needs to take control of the app and change the payment destination.

FBA:
It is up to the buyer to make sure that the FBA account is transferrable. As a seller, you can make sure the business can be transferred by talking to Seller Central.

 

Tracking

Verifying traffic and analytic information is essential to making sure the business is performing as expected.

Websites:
While Flippa does show Google Analytics stats from the listing itself, we highly recommend getting the full picture by asking for Google Analytics “read-only” access.

Apps:
We recommend getting “read-only” access from the seller’s developer account to verify installs and revenue.

FBA:
We recommend getting “read-only” access to the seller central account to verify product sales and revenue.

What is an app reskin?

What is an app reskin?

An app reskin is taking an app and making an identical copy of the source code to make it look different from the original. The source code of both apps remains 100% identical, with the change only being in that of the logo and designs.

For example, if you owned the source code to the popular app Angry Birds, you could create a reskin copy called Crazy Cats, where you launched kittens out of a slingshot to hurt mice. While the game would look differently, the source code would remain completely the same, with the only change being to the graphics of the game.

The reason we require all mobile app sellers to clarify if they are selling a reskinned app is to let buyers know if there might be another app that is near identical to theirs.

It’s important to note that buying a reskinned app isn’t necessarily bad. There are many reskinned apps on the marketplace that do very well. That being said, if you buy a reskinned app, there is nothing stopping the owner of the source code from turning around and making 20 apps that are nearly identical to yours.

Looking to Buy a Reskinned App?

Now that you know what an app reskin is, as well as the potential pitfalls, it’s important to understand what you can do to mitigate any risk on your part.

The first thing is to check to make sure the seller has the right to sell the source code. If the source code was licensed, there is a good chance that they do not have the right to sell the source code. If you’re unsure if the seller is allowed to be selling an app, and they cannot provide you with proof, please report the seller and we will investigate the issue further.

As mentioned earlier, one of the big drawbacks of a reskinned app is there can be a near identical copy of your app out there on the marketplace. This can create a competitive nightmare for you in the future, as the seller may also be selling different versions of your reskinned app. To combat this, you may want to discuss with the seller to gauge the impact of the reskinned app competition. Things to look out for include: The number of reskinned apps, and how that may impact your app’s future performance and revenue. One suggestion is to utilize certain contracts, such as a non-compete, to limit the level of competition from the seller.

So, Are Reskinned Apps Safe to Buy?

The simple answer is yes. As long as you are aware of the potential pitfalls of a reskinned app, these operate the same way (and are not any less safe) than a non-reskinned app. Reskinned apps require a lot more due diligence for the buyer, but they can also be found for a fraction of the price compared to a uniquely coded, non-reskinned app. If you don’t have much money to spend, reskinned apps can provide a great introduction into the apps marketplace.

Regardless of if an app is reskinned or not, it is always recommended to perform your due diligence and research on if an app is right for you. Buying an app is an investment. Apps can provide tremendous revenue and can be a great source of alternative income.

For a more detailed guide on app due diligence, look out for our Apps Due Diligence Guide, which is coming soon to the Flippa blog.

Transferring an Amazon FBA account

Transferring an Amazon FBA account

It’s no secret that Amazon doesn’t like talking about transferring Amazon FBA accounts. In fact, their terms of service technically do not allow FBA accounts to be transferred, but this hasn’t stopped people from being able to buy and sell their FBA businesses. Our goal at Flippa is to remove the barriers between buying and selling of all online businesses, including Amazon FBA businesses. In one of our more recent sales, we worked alongside Amazon Seller Central representatives and were able to capture the exact steps necessary to transfer an FBA business. Here are the steps to transfer an Amazon FBA business:

Step 1 – Update the Primary Email

The first step is to update the primary email of the account over to the new owner. This can be accomplished by going into your account settings and under the related links section, selecting “Login Settings”. Once you’re on the Login Settings page, you can edit the primary user email ID and password. It is recommended to discuss with the new owner which email they prefer using, and then setting the password (and making sure to write it down!). Now that a new email and password has been set, the new owner should be prompted with an email saying the account has been transferred to them. Now provide the login information to them, as they’ll need to finish out the rest before the transfer is complete. (Note: If you’re also transferring the email account, it is recommended to change the password and then give them the login information.)

Step 2 – Have New Owner Complete Tax Interview

Now that the new owner has control of the account, it is up to them to complete the tax interview. This is standard process when updating the business information of an FBA account. The tax interview can be found by going to account settings page and clicking “Legal Entity” within the Business Information section.

Step 3 – Update Bank & Credit Card Information

Once the tax interview is completed, the new owner will need to update both the “Deposit Methods” and the “Charge Methods” which can be found on the Account Settings page underneath the Payment Information section. Once these three items have been completed, the new owner will now have full control of the seller account! If you’re curious about the original contents of the email from Amazon Seller Central, here it is:

I would like to inform you that the seller of a particular account can provide all the authority over the account to someone else by simply updating the primary email address and re-taking the tax interview and updating the bank and credit card information of the other person to whom you would like to sell.   Kindly know that, to update the primary user email ID, all you have to do is go to account settings> Login settings (under ‘related links’) section. Once the page is opened, you can edit the primary email ID and the password. You can update the primary email ID section with that of the email ID of the person that you wish to sell to.   Secondly, ask the other person to go through the tax interview once again (tax interview is nothing but the initial process that you had to undergo to update the business name.. etc..) in the Legal entity link under the ‘Business information section in the account settings page.   Once the other person completes the tax information, he can go ahead and update the bank details and the credit card details in the ‘Deposit methods’ and the ‘Charge methods’ respectively under ‘Payment information’ section in the account settings page.   Once the other person completes all of this process, the account will be under the other person’s control with the bank, credit and email information all will be under the other person’s name.

It’s important to note that the transfer process may differ depending on the circumstances of each Amazon FBA business. It is always recommended to contact Amazon Seller Central before transferring ownership of an FBA business.

Sold on Flippa: Cases Tech

Sold on Flippa: Cases Tech

Platform: Website

Business Model: eCommerce

Business Age: 1 year

Sell Price: $30,000

 

What is Cases Tech?

Cases Tech is an eCommerce business that sells high-quality phone cases and phone accessories. This fully automated, dropship business model sells over 40 different types of covers and phone cases. These include leather cases and phone covers in animal print, glamour, floral and other more simple designs. Cases Tech best selling products include a leather case that fits credit cards, a magnetic phone holder and an ultra slim silicone cover.

The business has enjoyed strong sales, with annual profits of $29k. A well laid out website, high-quality products and excellent customer service have all contributed to this.

We asked the buyer of Cases Tech a couple of questions around why he bought the business and what’s his plans are for Cases Tech. 

 

What was attractive about this business?

I was interested in the business strictly because of the seller. I follow Irene and received notification that she had another listing for sale. I was in the running for one of her previous listings and her communication with prospective buyers in the comments section was excellent. While I didn’t win that auction, I knew that she produced a quality product and was determined to acquire her next project. So when CasesTech hit the market, I performed quick due diligence on the site and contacted her to negotiate a BIN price. The rest was smooth sailing and the site is running great.

 

What are your immediate plans for the business?

My immediate plans are to enjoy the turnkey site as it requires minimal effort. As a working professional, I needed something that was already running smoothly. I plan to scale the business by adding new products and implementing Facebook marketing.

 

How long have you been looking for a relevant business?

I have been looking for a business for about 5 months and will continue to evaluate quality assets in the future.

 

 

To find other great businesses like this one for sale, check out Flippa.com