About This Calculator
Who Should Use This Calculator
This tool is built for buyers at the LOI stage of an asset purchase in Maryland. It is most useful for strategic buyers, search fund principals, independent sponsors, and ETA acquirers evaluating lower middle market targets where allocation drives real dollars.
The calculator models the closing and post-closing tax impact of buying a business as an asset deal under Section 1060. It answers three questions a buyer has to answer before signing the LOI: how fast the write-offs come through given the mix of tangible assets, real property improvements, goodwill, and inventory; how much those write-offs are worth in federal and Maryland tax savings over the hold period; and what the deal actually costs after bonus depreciation, Section 197 amortization, Maryland bulk sales tax, and county personal property tax are all accounted for.
The output is a net effective purchase price, not a list price. That is the number a buyer should be negotiating against.
Three Ways Buyers Can Use This Calculator
- Negotiate on after-tax cost, not list price. When a seller will not move on headline price, the calculator shows whether the deal still works after tax savings and post-close cash flow are factored in. A fair price at 21% federal plus 6.5% Maryland is a different price than the LOI number.
- Compare targets with different asset mixes. A service business and an equipment-heavy business at the same purchase price produce very different after-tax outcomes. The calculator quantifies the gap so a buyer can rank targets by net cost rather than revenue or EBITDA alone.
- Feed tax savings into working capital and debt service models. Year-one bonus depreciation and ongoing Section 197 amortization change free cash flow in ways lenders and LPs care about. The year-by-year schedule from this calculator drops directly into a working capital or DSCR model.
Deal inputs
Results: the three numbers that matter
Allocation drives this number — the right purchase agreement language locks it in before you sign anything.
Maryland closing & ongoing costs
Year-by-year schedule
| Year | Depreciation / amort. | Tax shield | MD PT | Bulk sales tax | Net cash benefit | Cumulative |
|---|
Get the language that locks this in.
A 15-minute LOI review is usually enough to see the allocation risk on your deal.
Schedule a callWhat the Maryland asset purchase calculator factors in
- Purchase price and hold period
- Buyer federal and Maryland combined tax rates
- Section 1060 allocation across tangible assets, real property improvements, intangibles, and inventory
- Year-one bonus depreciation on qualifying tangible and QIP assets
- 15-year straight-line amortization on goodwill and other Section 197 intangibles
- Maryland bulk sales tax at 6 percent on tangible personal property, with the manufacturing and titled-vehicle exemptions applied
- County personal property tax, declining by 10 percent per year over the hold period
- NPV discount at the buyer's debt rate
Frequently asked questions
Is this asset purchase tax calculator specific to Maryland?
Yes. Maryland is one of the few states that imposes a 6 percent bulk sales tax on tangible personal property transferred in a business sale, and it is one of the states that still taxes business personal property at the county level. Both items change the math on an asset deal and are built into the calculator.
Does the calculator handle Section 1060 allocation?
Yes. The buyer sets the allocation across tangible assets, real property improvements, intangibles, and inventory. The calculator then applies the correct cost recovery method to each bucket, which is how Section 1060 and the Form 8594 filing actually work.
Can I compare an asset deal to a stock deal?
This calculator models the asset side. For a stock deal comparison, pair it with the seller net proceeds calculator to see what the seller keeps under each structure. The allocation fight usually sits in the delta between those two numbers.
What is the Maryland bulk sales tax and who pays it?
Maryland imposes a 6 percent sales and use tax on the transfer of tangible personal property in a business sale. The buyer bears personal liability. Manufacturing equipment and titled vehicles are generally exempt. The calculator lets you pick the exemption treatment that matches the target.
Does the calculator account for Maryland personal property tax?
Yes. Maryland counties tax business personal property annually. The tool applies an average county rate by default and declines the basis by 10 percent per year, which approximates standard county depreciation schedules.
Allocation drives this number. The right purchase agreement language locks it in before you sign anything.
If the deal is at LOI, talk to us before the allocation is drafted by the other side.