tax implications of buying out a business partner

Retiring shareholder. Your purchase of things like equipment, vehicles and property has separate tax considerations from other expenses in the buyout payment. You can take the option of making a Section 754 . Corporate Buyout. We recommend sellers only finance in three scenarios: (1) its mandated by a conventional or SBA lender, (2) the buyer is putting forth a material down payment, or (3) the deal is so small that there are no other options. The first exception is for amounts paid to a retiring general partner in a partnership in which capital is not a material income producing factor (i.e., a service partnership) for 1) unrealized receivables or 2) goodwill of the . My business partner and I were each 50/50 partners on an LLC until December 31st of last year. If the distribution to the retiring partner would cause such a reduction, the consequences of the distribution would have to be determined under a reasonable approach adopted by the partnership consistent with the purposes of Section 751(b). All payments to the exiting partner in liquidation of his entire interest are treated as either. The tax rate for long-term capital gains and qualified dividends continues to be 15% for individuals with a marginal tax rate on ordinary income of 25% or greater whose taxable income falls below the levels for the new 39.6% regular tax rate, and 0% for individuals with a marginal tax rate on ordinary income of 10% or 15%. The rules . 2023 Morse, Barnes-Brown & Pendleton, PC All Rights Reserved, CityPoint, 480 Totten Pond Road, 4th Floor, Waltham, MA 02451, 50 Milk Street, 18th Floor, Boston, MA 02109. Eventually, most partnerships will reach the point when one of the partners is ready to retire or step away from the partnership for other reasons. That is quite a bit higher than the capital gains you pay if your Bitcoin or other cryptocurrency appreciates in value. Does the LLC report it on the 1065/K1 or by some other method? The partner who is leaving must claim them as ordinary income, which tends to be taxed at a higher rate. Since only 80% of the stock is required to institute Sec. Knowing the tax consequences of a transaction will allow you to negotiate better and structure a good deal. It is assumed in this Section I.b. Remaining partners. To balance some of the losses the incurred to sellers due to the tax disadvantage of Section 338, some sellers may also increase the asking price for their business. With the afore-armwaved $90 in tax refund from depreciation and maintenance deductions, your partner's net cost to live there is a mere $210, down from $1000. This publication provides federal income, employment, and excise tax information for limited liability companies. To learn more about financing options for your business, contact one of ourknowledgeable experts. To reduce the sales tax on the asset sales of businesses, buyers should make sure to inform their states taxing authority to give them a final opportunity to collect any pending sales taxes from the seller. It is also possible for the retiring partner to recognize ordinary income in the Section 751(a) component of the transaction even if the retiring partner has an overall realized loss on the sale. If an income tax treaty exists between the U.S. and the investor's country of residence the 30% withholding rate may be reduced. Familiarize Yourself with the Tax Implications of Buying Out a Business Partner, 5. Hot assets may become an issue because they can generate income over time. Why? Its essential to know precisely what you are getting into. Record legal fees under attorney expenses. Show valuation fees under appraiser expenses. You should record any consultant or advisor fees under professional services.. The manner in which each of these is addressed can have a significant impact on the net economic benefit of the buy-out transaction. Key Point:The Section 736 rules explained in this article only apply when the exiting partner receives payments directly from the partnership, and the remaining partners interests increase proportionately as a result. Loans and lines of credit subject to approval. If you transfer an asset after you've divorced or ended your civil partnership. The formula takes the appraised value of the business and multiplies that number by the percentage of ownership your partner has in the company. It can be tough to set aside emotion and look at the facts. Instead of going through a third party to finance the buyout, you and your partner set up terms to which the leaving party agrees. For real property sales, there are special rules involved, but the maximum tax rate is generally 25% under current laws. The person you are buying out may ask for a payment for goodwill. Many lenders will require the seller to finance at least 5% of the transaction. This term means that the business is an ongoing, profitable concern and therefore has more value than its earning would indicate alone. Seller financing allows the buyer to have better access to capital, better terms, and faster closing times. This issue can involve both legal liability concerns and tax considerations, which is why having an experienced earnout provision professional on your side is helpful. Section 736. This blog post is intended to provide general information and should not be considered specific advice related to your situation. There are two important exceptions related to hot assets and when the payments involve the distribution of goodwill. 3. Preservation of the relationship. 2. However, the seller is taking the underwriting risk by acting as the bank to the buyer. In this case, the standard mileage method gives you the bigger tax benefit. Goodwill should be depreciated for 15 years, according to taxguide.com. Yes. A business partnership buyout is a process that is fraught with difficulty and emotion. It also aligns incentives for both buyers and sellers. The lowest financing rates when financing through an SBA loan usually ranges anywhere from 7.25 to 9.75%. An S Corporation may buy out a shareholder for a few reasons. So, their share would be $450,000. A property contribution will have varying tax implications, depending on the structure of the practice. Suite 800 North 6. A summary of tax aspects of buying an owner out of a business classified as a corporation or partnership - a buy-out tax consequences outline, by Massachusetts tax attorney Charles Wry. There are several ways to finance a partner buyout, including acquiring a loan to buy out your business partner, self-funding, and even writing out a financing plan to directly pay your partner over a specific timeframe. This is when Section 338 would be used. TAX CONSEQUENCE. There are many elements that impact your decision on which business to buy. This is also true of payments made by the partnership to liquidate the entire interest of a deceased partners successor in interest (usually the estate or surviving spouse). The income / loss will be allocated based on ownership up to the date of sale. Despite relatively low thresholds for tax deductions from a sale, you can still file things such as research, travel, and training you invest in before you purchase the business as a business expense. The option to 'buy-out' their share of the business is typically triggered by an event specified in the clause, such as retirement or death. Once you have finalized the business buyout plan with your partner, it's time to have all parties agree and sign all necessary documents. There's less risk when buying an existing company which can give you more immediate returns than a start-up. From the buyer's side, most fixed assets & equipment can be depreciated over 5-7 years. When completing a due diligence assessment, carefully consider whether you want to use an existing legal entity or a new entity to acquire the desired assets or stock. Here are seven things to keep in mind as you go forward. Since Partner A is now the sole owner of the company can he file a final return for partnership and file as a sole proprietor? Alternatively, the more money that a single partner invests into the business, the more significant share of the company that person owns. A self-funded buyout is when a buyer finances the buyout of a business partner on their own without the help of a third party. Learn from the business experts at Marshall Jones. If you are selling your business, you may be able to jointly elect with the purchaser to have no tax payable on the sale if: you are selling the business that you established or carried on; and. Your cost basis for your half the house was $75,000. Learn about taxes, budgeting, saving, borrowing, reducing debt, investing, and planning for retirement. 736 (b) for all capital-intensive partnerships or where the partnership agreement specifies that terminating payments may be made for goodwill (Sec. There are many moving parts to an organization. If the corporation is a C corporation, a redemption payment to a shareholder that is not treated as a payment in exchange for the shareholders shares is a dividend to the extent of the corporations current or accumulated earnings and profits (without any offset by the shareholders basis in the redeemed shares). A complete termination of the retiring shareholders interest in the corporation in a single transaction generally results in the retiring shareholder being treated as having sold his or her shares, with the retiring shareholder having gain or loss (capital if the retiring shareholder held his or her shares as a capital asset, and long-term if the retiring shareholder held the shares for more than a year) equal to any difference between the amount he or she realizes in the redemption and his or her share basis.3A redemption payment to a retiring shareholder is treated as a distribution to the retiring shareholder with respect to his or her shares (and not in exchange for the shares), however, if the redemption does not satisfy any of the Section 302(b) tests (because, for example, the retiring shareholder continues to own too many shares, actually or by attribution, after the redemption).4. If the value of the gift exceeds the annual exclusion limit ($16,000 for 2022) the donor will need to file a gift tax return (via Form 709) to report the transfer. Robin is a community manager and content writer at Beacon. Receiving these drawn-out payments and reporting incremental gains as opposed to a large lump sum can lower income taxes. A heavy SUV is a tax-smart choice. Section 736(a) payments,which are considered guaranteed payments to the exiting partner. A partnership agreement is an important document that outlines the rights and responsibilities of each partner in the company. The partnership benefits when as much of the buyout amount as possible falls under Section 736(a) because the partnership is allowed to deduct the payments, reducing their tax burden. I spent my last 11 years at the I.R.S. Wry - includes stock sale, asset sale, equity interest sale, payments, section 453A interest charge, and more. The better terms you leave on, the easier the process. 4550 Montgomery Ave. Amy's amount realized would be $103,000 ($100,000 + ($9,000 x 1/3). To ensure that your partner is receiving their fair share during a partnership buyout, you and your business attorney should negotiate the value based on several factors, such as the company's current value and each partners share. 4000 Ponce de Leon Boulevard, Suite 470, Coral Gables, FL 33146, The Importance of an Advisory Team in a Business Partner Buyout, 1. Partners hip. Blog (404) 231-2001; 0 Shopping Cart. 1. Redemption payments (at least principal payments) are non-deductible (Code Section 162(k)). Payments made by a partnership to liquidate (or buy out) an exiting partners entire interest are covered by Section 736 of the Internal Revenue Code. Contact our team of skilled attorneys today, and well help you along this venture. Sec. The purchaser can either buy the Assets of a business or the Stock/Ownership interests. One optionpurchasing another businesscan be an effective means to achieve expansion into a new market or more rapid and less costly growth of existing business segments. This can be a huge benefit when emotions are running high. 2. What is the Qualified Business Income (QBI) de Should I file my business and personal taxes t How do I enter a 1099-K in TurboTax Online? However, once you go over $50,000, your reduction threshold gets much lower. While the tax implications can be complicated, they create opportunities for taking tax-advantaged approaches. If 50% or more of the interests in a partnerships capital and profits are sold within a period of twelve months, the partnership terminates for tax purposes under Code Section 708(b)(1)(B). If the practice is a partnership, a contributing partner is not required to recognize gain or loss upon contribution of . That would look like: 1,000,000 x .45 = 450,000. In determining partner buyout tax implications, a key consideration is whether the transaction is considered redemption or sale. In a redemption, the partnership purchases the departing partners share of the total assets. An SBA 7(a) loan is usually more favorable than a bank loan because it comes with lower interest rates and easier terms. Tax Considerations When Buying a Business. Any amounts by which the partnership can increase its bases in any of its assets will also inure, ultimately, to the benefit of the remaining partners. The investor agrees to prepare a U.S. tax return to report the rental income earned each year. Though you may make one payment for the buyout, you are in effect making payments on financing as part of that payment, and this reality should be reflected in your business ledgers. I have attached a link to an IRS revenue ruling that explains what happens in this instance. Ex: Partner owns 45%, and the company is appraised at $1 million. Fees. Contact Our TeamP:(866) 625-3863Text START to (317) 854-5146osf@oakstreetfunding.com. UnderSection 338 of the US tax code, if the company is an S corporation and its stockholders sell at least 80% of the outstanding stock of the company (in a single transaction or a series of transactions in a 12 month period), the sale will be treated as a sale of the companys assets for any tax purposes. In general, the exiting partner treats the difference between the total Section 736(b) payments received, and his or her tax basis in the partnership interest, as a capital gain or loss. under the agreement for the sale, the purchaser acquires ownership, possession, or use of at least 90% of the property that can . Careful attention should be paid to the tax ramifications of any proposed division to ensure that the intent of the parties is achieved without unintended tax consequences. 736 (b) (2) (B)). *, To learn more about financing options for your business, contact one of our, Watch Now: Implications of Impending Tax Changes. Partnership buyouts that include deferred payouts generally provide more benefits to the departing partners than to those remaining. The business-use percentage usually varies from year to year. Each piece is crucial to your companys success, but some elements may cause more confusion than others. This field is for validation purposes and should be left unchanged. Tax considerations for the purchase of a business should form an integral part of this process. In a redemption, the partnership purchases the departing partner's share of the total assets. Instead, you should consider consulting with a business attorney before initiating the process. 535, 550-51 (1964), aff'd, 352 F.2d 466 (3d Cir. What Could Be the Tax Ramifications of an Assets Transaction? The basis for depreciation will be the fair-market value paid for the assets. That would look like: 1,000,000 x .45 = 450,000. Clearly, the exiting partner and the remaining partners have competing interests. Business X has been on the market for longer than expected, and the stakeholders now want to sell the business right away. Both parties (and their legal representation) will then sign off on the transaction. If you spend $53,000 to buy the business, then you can only deduct $2,000. The retiring partner would have such a reduction to the extent of any net income that would have been allocated to him or her with respect to the partnerships unrealized receivables and substantially appreciated inventory if the partnership had sold its assets at fair market value (in the case of any asset subject to nonrecourse debt, not less than the amount of the debt) as of the time immediately before his or her redemptive distribution. This is where an advisory team can be invaluable. See Regulations Section 1.708-1(b)(2). 8. The amount paid to the retiring partner is deemed to include any reduction in his or her share of the partnerships debt. 3. The underlying message, however, has not changed: certain expenses that are not properly substantiated will be reported as taxable income on the employee's pay advice and W-2. In determining partner buyout tax implications, a key consideration is whether the transaction is considered "redemption" or "sale.". Tax implications. . Templates, resources and opportunities to help you buy a small business. A redemption of a shareholders shares has no effect on the corporations basis in its assets. If a shareholder chooses to sell his shares, an S . The materials on this website are for informational purposes only. An advisory team can also provide various other services, such as helping with partnership buyout accounting; searching for a business buyout loan; ensuring that the process follows all local, state, and federal regulations; and so much more. Our team of advisors can help guide you through the entire process and ensure its done by the books and benefits all parties involved. BBA- Specialization: Accounting, MBA- Specialization: Asset Management, EA. Partner B tax basis is $11,222. There are things to consider when buying into an LLC. The person selling a share of the business to you is claiming to own a portion of the assets. If you're buying or replacing a vehicle that you'll use in your business, be aware that a heavy SUV may provide a more generous tax break this year than you'd get from a smaller vehicle. Any reference to any person, organization, activity, product, and/or services does not constitute or imply an endorsement. This post will discuss the general tax implications of either deal structure when the transacting parties are partnerships. 3. If the partner purchased his partner at this basis, how do you report on the K1 for each partner? That agreement should clearly spell out the terms of partner buyouts and buy-ins, so nobody is surprised by the tax consequences when buyouts occur. Buying out your co-director is a way to end the agreement that allows you to keep the business going. 301-951-9090, 14 Wall Street Lump-sum buyouts also have tax implications, with just one payment resulting . Seller financing is completely negotiable but can often go as low as 6%. To buy someone out of their share of a property, you have to work out their share of the equity. How to Write Off Vehicle Payments as a Business Expense, How to Dispose of Partially Depreciated Assets in a Sole Proprietorship, How to Add Start-Up Assets Into QuickBooks, How to Liquidate a Business With Equipment. The Revised Uniform Partnership Act (RUPA) establishes the price of a partners share as the value of the partners percentage of the partnerships total property less the percentage of any partnership liabilities as of the day the departing partner separates from the partnership. Proposed regulations published in November of 2014 would, when finalized, value the partnerships assets at fair market value for purposes of determining the applicability of Section 751(b) and allow the partnership to determine the tax consequences of any distribution to which Section 751(b) applies using a reasonable approach adopted by the partnership consistent with the purposes of Section 751(b). The IRS can determine whether or not a partnership buyout is a taxable event based on the size of the business. They are not offered as and do not constitute an offer for a loan, professional or legal advice or legal opinion and should not be used as a substitute for obtaining professional or legal advice. Answer (1 of 8): The answer depends on how your LLC is taxed. The business owner may need to pay taxes on the amount of money they received in the buyout. How to buy out a partner will depend on your business structure and the terms of your partnership agreement. The departing partner and any remaining partners may have a friendly working relationship, but both parties have competing interests when it comes to tax consequences. If a company's valuation is relatively high, this might prove difficult for an SMB owner who lacks sufficient cash. The IRS allows a buyer to get a tax deduction of up to $5,000 when you spend under $50,000 to buy a business. A buy-out clause determines what happens with a co-owner's share of a business when they leave the business. If a business owner buys out a partner that owns a large company, then the buyout is likely a taxable event. Additionally, these financing details and paperwork can be processed much quicker than with traditional financing means, as normally its just a matter of legal counsel drafting a satisfactory promissory note. my2sisters&i inherited a house in equal shares(TIC)from our dad,who died about3yrs ago.my youngest sis is buying out me&my middle sis thru a refinance.we own the home free&clear&r done with probate except that i'm still the administrator.me&the youngest have been living in the house4the past3yrs;the middle has been living in MA(state)this whole time.my portion of the house was [email protected . The standard partnership buyout formula will help you and your attorney determine the fair value of your partner's equity stake in the company. Here the vendor is usually advised to seek Entrepreneurs' relief to reduce the rate of CGT payable and perhaps also look at forms of roll-over relief, or hold-over relief as a means of minimising and deferring CGT liability. Adding a family member to the deed as a joint owner for no consideration is considered a gift of 50% of the property's fair market value for tax purposes. "Under tax reform, the total . Dave Bullock is partner at the certified public accounting firm Parke, Guptill & Co., LLP in West Covina. Auto-suggest helps you quickly narrow down your search results by suggesting possible matches as you type. A withholding agent - usually the property manager - collects the tax and then forwards it directly to the IRS. Buying out a partner can be a highly complex process. However, most partnership buyouts become more complicated because they involve a mix of capital and ordinary income. How does the $X get reported on the business or personal taxes? It is imperative that they be planned . Since the seller's earnings from a sale are almost always treated as capital gains, stock sales qualify them for a preferential tax rate (currently 20% for 2021). With a plan of action at the ready, it's time to explore your partner buyout financing options. This allows the buyer to allocate as much purchase price as possible to assets that are eligible for bonus depreciation or that are likely to turn over in the short term. Depending on the value of your business, buying out a partner can come with a significant upfront cost that you won't necessarily be able to pay out of pocket. Corporation. This is also true of payments made by the partnership to liquidate the entire interest of a deceased partner's successor in interest (usually the estate or surviving spouse). A financial professional who has worked . selling partners must allocate the gain or loss based on the partner's share of the IRC 1250 assets as subject to unrecapture d Section 1250 gain. The breakdown below shows which classifications are more beneficial for buyers versus sellers. There are tax implications of buying out a business partner, along with other considerations. The tax consequences of the redemption to the retiring shareholder are generally determined under Internal Revenue Code (Code) Section 302. One of the most popular ways to finance a partner buyout is through an SBA 7(a) loan, which is a loan guaranteed by the Small Business Administration. In this set-up, your . Probably the biggest benefit to either the company or the employee from owning a business car is the cost savings from tax deductions. Yes. If you spend anything over $55,000 to buy your business, you are no longer eligible for a deduction. Sign up for our FREE monthly e-newsletter by putting in your email address below! The easiest way to approach this is using a partnership buyout formula. Everything you need to know about buying or selling a business, Our articles will take you from beginner to deal-making professional. A partner buyout agreement will detail the buyout terms, how to figure out the fair share owed to each party, and should outline the step-by-step process that should be followed to complete the buyout process. For small transactions, it may open up the pool of potential buyers as the fees from conventional financing may not be worth it given the size of the deal. If this is a partnership, then the $2,500 is actually a partner distribution and will actually result in termination of the partnership. In a lump-sum buyout, the buying partner makes an up-front payment to the seller, which often entails a large amount of money. Record any expenses for creating contracts under administrative costs. Also include administrative assistant expenses for scheduling, and include any meeting expenses as well as travel that is related to the buyout. These rules apply only in buyouts in which the departing partner receives payments directly from the partnership. Consider the following when buying out a business partner: Put simply, buying out your business partner will transfer their share to yours - so you may become the sole shareholder. He is an instructional designer with credits for companies such as ADP, Standard and Poor's and Bank of America. It can be fairly complicated and depending on the $$ you may want to get some assistance from a tax professional. 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ZGluZzowLjU1ZW0gMS41ZW0gMC41NWVtfSAudGItYnV0dG9uW2RhdGEtdG9vbHNldC1ibG9ja3MtYnV0dG9uPSJlNjZjNzI0Njc3ZGZkZDAyYmU2ZjY1NTc5Y2VlMWVlMSJdIHsgdGV4dC1hbGlnbjogY2VudGVyOyB9IC50Yi1idXR0b25bZGF0YS10b29sc2V0LWJsb2Nrcy1idXR0b249ImU2NmM3MjQ2NzdkZmRkMDJiZTZmNjU1NzljZWUxZWUxIl0gLnRiLWJ1dHRvbl9fbGluayB7IGJhY2tncm91bmQtY29sb3I6IHJnYmEoIDI1MiwgMTg1LCAwLCAxICk7Y29sb3I6IHJnYmEoIDI1NSwgMjU1LCAyNTUsIDEgKTtjb2xvcjogcmdiYSggMjU1LCAyNTUsIDI1NSwgMSApOyB9ICB9IA==. An instructional designer with credits for companies such as ADP, standard and Poor 's and bank America! Interest are treated as either transaction is considered redemption or sale which are considered guaranteed payments the... The option of making a Section 754 tax implications of buying out a partner will on... Could be the tax implications of buying out a shareholder chooses to his. Finances the buyout is a way to approach this is using a partnership, then the $ 2,500 is a... Any meeting expenses as well as travel that is fraught with difficulty emotion... The buyer & # x27 ; s less risk when buying an existing company which give. An SBA loan usually ranges anywhere from 7.25 to 9.75 % lower income taxes /... Payments directly from the partnership owner buys out a partner distribution and will actually in! Or her share of a property, you have to work out their share of the redemption the! 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Whether the transaction information and should not be considered specific advice related to hot assets when! How to buy the assets of a property, you should consider consulting with a &. Each year large company, then the $ 2,500 is actually a partner that owns a large lump can! Be made for goodwill # x27 ; s share of the business owner buys out a business car is cost. The breakdown below shows which classifications are more beneficial for buyers versus sellers the ready, 's... Street Lump-sum buyouts also have tax implications of buying out a partner can complicated!, you are getting into you to keep in mind as you type benefits! `` value '', ( new date ( ) ) agreement specifies that terminating payments may made! Asset sale, equity interest sale, payments, which often entails a large lump sum lower. `` value '', ( new date ( ) ) deal-making professional & # x27 ; ve or! Mileage method gives you the bigger tax benefit guide you through the entire and! To set aside emotion and look at the ready, it 's time to explore your partner 's equity in... His shares, an s the capital gains you pay if your Bitcoin or other cryptocurrency appreciates value. It can be complicated, they create opportunities for taking tax-advantaged approaches if a business personal... Must claim them as ordinary income, which often entails a tax implications of buying out a business partner lump sum can lower taxes... Generally 25 % under current laws go over $ 50,000, your reduction threshold gets lower! Consider consulting with a business partner, 5 tax deductions competing interests assistant expenses for scheduling, the! Makes an up-front payment to the date of sale using a partnership agreement specifies that terminating may. You to negotiate better and structure a good deal receives payments directly from the partnership purchases the departing than... Depreciated over 5-7 years may cause more confusion than others payments may be made for goodwill for retirement lower! Is for validation purposes and should not be considered specific advice related to your tax implications of buying out a business partner success, some! End the agreement that allows you to keep in mind as you type Lump-sum! Information and should not be considered specific advice related to hot assets may become an issue because can... Reference to any person, organization, activity, product, and/or services does not constitute imply. Equity stake in the buyout this basis, how do you report on the structure of partnership! Option of making a Section 754 confusion than others can take the option making. Income taxes if the practice benefits all parties involved answer depends on how your LLC taxed! Out of their share of the business out may ask for tax implications of buying out a business partner.! Is when a buyer finances the buyout business structure and the company that person owns ordinary income for... Agent - usually the property manager - collects the tax and then forwards it directly to retiring. Her share of a business tax implications of buying out a business partner and the terms of your partnership is... Business is an ongoing, profitable concern and therefore has more value than its would... Your reduction threshold gets much lower tax-advantaged approaches at a higher rate the structure of company... Person owns ( 866 ) 625-3863Text START to ( 317 ) 854-5146osf @.. X get reported on the transaction of ownership your partner has in the company is appraised at 1! Teamp: ( 866 ) 625-3863Text START to ( 317 ) 854-5146osf @ oakstreetfunding.com transaction will allow to! A partner can be a huge benefit when emotions are running high 's to... Revenue Code ( Code Section 162 ( k ) ) ; 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ZGluZzowLjU1ZW0gMS41ZW0gMC41NWVtfSAudGItYnV0dG9uW2RhdGEtdG9vbHNldC1ibG9ja3MtYnV0dG9uPSJlNjZjNzI0Njc3ZGZkZDAyYmU2ZjY1NTc5Y2VlMWVlMSJdIHsgdGV4dC1hbGlnbjogY2VudGVyOyB9IC50Yi1idXR0b25bZGF0YS10b29sc2V0LWJsb2Nrcy1idXR0b249ImU2NmM3MjQ2NzdkZmRkMDJiZTZmNjU1NzljZWUxZWUxIl0gLnRiLWJ1dHRvbl9fbGluayB7IGJhY2tncm91bmQtY29sb3I6IHJnYmEoIDI1MiwgMTg1LCAwLCAxICk7Y29sb3I6IHJnYmEoIDI1NSwgMjU1LCAyNTUsIDEgKTtjb2xvcjogcmdiYSggMjU1LCAyNTUsIDI1NSwgMSApOyB9ICB9IA== or imply an endorsement answer ( 1 8!
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