Place A Business For Sale Posting 
Place A Business Wanted To Buy Posting
Share This Info:
Discussions > Buying A Small Business: Why Is It Important To Look At Its Tax Filings?
Buying A Small Business: Why Is It Important To Look At Its Tax Filings?
See All Discussions • See All Contributors • All New Discussions & Comments
Comments & Replies: 3 Views: 5350
Posted By: Business Broker 
Business tax filings are very important factor in determining the credibility of business financials. Just seeing those financials, you can't determine whether those values are overstated or not. Some business owners provide made up financials to buyers - so, that's where tax fillings come in.
Topics: Buying A Business Tags: buying a business
Business tax filings are very important factor in determining the credibility of business financials. Just seeing those financials, you can't determine whether those values are overstated or not. Some business owners provide made up financials to buyers - so, that's where tax fillings come in.
Topics: Buying A Business Tags: buying a business
Contributor: Business Broker - SF Bay Area
Business tax filings are very important factor in determining the credibility of business financials. For instance, Profit/Loss statement of business indicates its revenues/sales, expenses and net income annually and monthly. Some of the business sellers provides the made up financials in which they overstate the value of their gross sales or revenues in order to increase their value of business. Just seeing those financials, you can't determine whether those values are overstated or not. So, that's where tax fillings comes in. Let me explain through following examples:
You go to buy a restaurant business in San Mateo and ask for its financials. The owner provides you P/L statements for the year 2016 and 2017, which indicates that their gross sales for both the years are $400,000 and $700,000 respectively. Now, as a buyer you see that within one year, business has $300,000 increase in their gross sales, which is a pretty big jump. So, either that business has done exceptionally well in 2017 to increase their sales, or these values are overstated. So, this is the first call to you as a business buyer, that you need to verify the credibility of these business financials. So, here you need to ask them for their tax fillings. While seeing these tax fillings, the questions is how to verify the credibility of such business financials?
Match the Numbers (Gross Sale Value and Sales Tax)
Taking into account above scenario, You need to ask for taxes filed by the business with both State and IRS.
First look at Gross Sales value in the Sales Tax filings with the California State and IRS tax fillings. You see that it matches with P/L statement of 2017. Now, on the filing look at the sales tax value: it is mentioned: $29,600. Now remember that you are buying business in San Mateo where the Sales Tax rate (collectively including both of tax rate of State of California and San Mateo) = 9.25%, so (9.25% of $700,000) is $64,750. So, here now you instantly notice that the value of sales tax mentioned in the tax filings is not in accordance to value of Gross sales ($700,000) as mentioned in P/L statement. Hence, numbers don't match!
So, through this method you find ambiguity in the tax fillings. Financials should accurately match with tax filings from penny to penny.
Inquire from the Seller/Brokers about it:
You ask from the restaurant's owner or his Broker about this ambiguity.They respond that that $320,000 of Gross Sales were made from hot food, for which the sales tax is $29,600 (9.25% of $320,000), whereas the remaining sales were from cold food (cold food is non-taxable for restaurants). Though, it seems a valid point, but the problem is that taxable income and non-taxable income should be specified separately on tax filings. If those taxable and non-taxable incomes are mentioned on tax filings, and sales tax value is in accordance with gross sales value, it establishes the somewhat credibility of business financials, which is not the case in above scenario. So, in either case, what should you do next?
Ask for Invoices for Cold Food Sales:
Then you should ask from the owner about the invoices for sale of cold food. If the owner is able to provide those invoices, and the collective values of those invoices matches with the cold food value which owner claims it to be, then it could be credible. However, if owner is not able to provide you such invoices or those invoices collective value don't match with non taxable income (cold food, then it's more proabable that you are being given made up documents and you should not buy that business.
Look for K-1 schedule in IRS Tax filings:
In the tax filings, you should also check out K-1 schedule, first of all look out that whether the Final K-1 is marked or Amended K-1. If both of the options are not marked, then its a red flag. However, if either of Final or Amended K-1 is marked, you should look for the values of K-1 that owner is taking. After this, you should ask for bank statements from business owner and look for any red flag that may contradict such K-1.
For example, If an owner is taking $85,000 as K-1, but his bank statements do not support those, then its a red flag. For example, the non-sufficient fund charges are showed in bank statement of business accounts. It is a big red flag. Because if a business is making that much money annually, then why bank is charging its account for non- sufficient fund transactions.
So, you need to be very thorough in analyzing the tax filings of a business if you are considering of buying one.
You go to buy a restaurant business in San Mateo and ask for its financials. The owner provides you P/L statements for the year 2016 and 2017, which indicates that their gross sales for both the years are $400,000 and $700,000 respectively. Now, as a buyer you see that within one year, business has $300,000 increase in their gross sales, which is a pretty big jump. So, either that business has done exceptionally well in 2017 to increase their sales, or these values are overstated. So, this is the first call to you as a business buyer, that you need to verify the credibility of these business financials. So, here you need to ask them for their tax fillings. While seeing these tax fillings, the questions is how to verify the credibility of such business financials?
Match the Numbers (Gross Sale Value and Sales Tax)
Taking into account above scenario, You need to ask for taxes filed by the business with both State and IRS.
First look at Gross Sales value in the Sales Tax filings with the California State and IRS tax fillings. You see that it matches with P/L statement of 2017. Now, on the filing look at the sales tax value: it is mentioned: $29,600. Now remember that you are buying business in San Mateo where the Sales Tax rate (collectively including both of tax rate of State of California and San Mateo) = 9.25%, so (9.25% of $700,000) is $64,750. So, here now you instantly notice that the value of sales tax mentioned in the tax filings is not in accordance to value of Gross sales ($700,000) as mentioned in P/L statement. Hence, numbers don't match!
So, through this method you find ambiguity in the tax fillings. Financials should accurately match with tax filings from penny to penny.
Inquire from the Seller/Brokers about it:
You ask from the restaurant's owner or his Broker about this ambiguity.They respond that that $320,000 of Gross Sales were made from hot food, for which the sales tax is $29,600 (9.25% of $320,000), whereas the remaining sales were from cold food (cold food is non-taxable for restaurants). Though, it seems a valid point, but the problem is that taxable income and non-taxable income should be specified separately on tax filings. If those taxable and non-taxable incomes are mentioned on tax filings, and sales tax value is in accordance with gross sales value, it establishes the somewhat credibility of business financials, which is not the case in above scenario. So, in either case, what should you do next?
Ask for Invoices for Cold Food Sales:
Then you should ask from the owner about the invoices for sale of cold food. If the owner is able to provide those invoices, and the collective values of those invoices matches with the cold food value which owner claims it to be, then it could be credible. However, if owner is not able to provide you such invoices or those invoices collective value don't match with non taxable income (cold food, then it's more proabable that you are being given made up documents and you should not buy that business.
Look for K-1 schedule in IRS Tax filings:
In the tax filings, you should also check out K-1 schedule, first of all look out that whether the Final K-1 is marked or Amended K-1. If both of the options are not marked, then its a red flag. However, if either of Final or Amended K-1 is marked, you should look for the values of K-1 that owner is taking. After this, you should ask for bank statements from business owner and look for any red flag that may contradict such K-1.
For example, If an owner is taking $85,000 as K-1, but his bank statements do not support those, then its a red flag. For example, the non-sufficient fund charges are showed in bank statement of business accounts. It is a big red flag. Because if a business is making that much money annually, then why bank is charging its account for non- sufficient fund transactions.
So, you need to be very thorough in analyzing the tax filings of a business if you are considering of buying one.
I have worked with buyers and worked with sellers who have been asked by buyers to provide tax returns directly from the IRS with seller's approval. During the due diligence period, some buyers have been suspicious that the seller's tax returns may be fraudulent or tampered with and so they request them to be verified by an independent third party, and while some seller's are compliant, others have refused, and I've witnessed that this has been an issue that has killed deals.
Contributor: Timothy Cunha JD: Business Broker, SF Bay Area
Sometimes sellers will provide income tax and sales tax records to all prospective buyers; sometimes they want to restrict that "granularity" to a buyer under contract during due diligence. Either way can work just fine, but no buyer should consider buying a business without examining a few years of tax returns before making the deal final. And, to be confident that these are the real filed returns, a buyer can request a Form 4506-T, signed by the seller, to obtain true copies directly from the IRS.
While it is prudent for a buyer to know what should be examined on the tax returns, it is always advisable to invest in a few hours with a CPA to provide an objective third-party perspective and to properly correlate the returns with the P&L statements, with bank statements, and with the seller's calculated discretionary earnings ("SDE"). There can be legitimate reasons for discrepancies amongst these documents, but a professional is the one who should sort that out.
One additional point: sometimes there can be an apparent huge jump in income from year to the next. This may not, in fact, be growth, but rather a case of the seller "getting religion" and deciding to report (and pay taxes on) cash income in order to substantiate the value they are asking for the business. The prudent, diligent buyer should drill down on this and get the real story--especially in retail or service business with direct consumer customers who could be paying in cash.
While it is prudent for a buyer to know what should be examined on the tax returns, it is always advisable to invest in a few hours with a CPA to provide an objective third-party perspective and to properly correlate the returns with the P&L statements, with bank statements, and with the seller's calculated discretionary earnings ("SDE"). There can be legitimate reasons for discrepancies amongst these documents, but a professional is the one who should sort that out.
One additional point: sometimes there can be an apparent huge jump in income from year to the next. This may not, in fact, be growth, but rather a case of the seller "getting religion" and deciding to report (and pay taxes on) cash income in order to substantiate the value they are asking for the business. The prudent, diligent buyer should drill down on this and get the real story--especially in retail or service business with direct consumer customers who could be paying in cash.
| Helpful Resources To Assist In Selling And Buying California Businesses |
 |
Willard Michlin, CPA, Certified Fraud Examiner, Due Diligence Willard Michlin, CPA #106752, offers buyers step by step training & assistance in doing Due Diligence Services when they are thinking of making an offer, or are in process of investigating a business purchase. He helps to determine the actual net profit even when there is cash. Call 805-428-2063. |
 |
Peter Siegel, MBA, BizBen Founder, Lead Facilitator - ProBuy, ProSell Founder & President Of BizBen.com (since 1994) & BizBenNetwork.com. I am the Lead Facilitator for the ProSell & ProBuy Programs on both platforms. I consult daily with business buyers, owner/sellers, and intermediaries daily about buying and selling businesses. Reach me direct at 925-785-3118. |
 |
Elizabeth McGovern: Escrow Services - San Francisco Bay Area McGovern Escrow Services, Inc., is a leading independent escrow company. We are a trusted partner with our clients, assisting them through the tangled bulk sale & liquor license transfer process. We provide attentive, quality & innovative customer service. Phone Elizabeth McGovern at 415-735-3645. |
 |
Janet Carrera: Escrow & Bulk Sale Service - SF Bay Area Redwood Escrow Services, Inc. is a full service, licensed independent escrow company. We are EAFC Fidelity bonded, fully insured & licensed with the Department of Corporations. Committed to offering our clients the most comprehensive variety of escrow services available. Phone Janet at 510-247-0741. |
 |
Diane Boudreau-Tschetter: Escrow & Bulk Sale Services - CA California Business Escrow, Inc. is a full service independent escrow company serving all of California and has expertise in a wide range of escrows. Our team prides itself on providing an exceptional escrow experience. For more info phone Diane Boudreau-Tschetter at 888-383-3331 or 209-838-1100. |
 |
Helen Yoo, New Century Escrow - Escrow Services In Southern California New Century Escrow, Inc. is a fully licensed & bonded independent escrow company. Over 20 years combined experience in handling bulk escrow transactions. Multi-lingual staff that speaks your language, including Korean, Chinese, Vietnamese. Call Helen Yoo direct at 626-890-1151. |
 |
Taj Randhawa, Business Broker Specialist - Gas Stations, Liquor Stores If you are interested buying or selling a gas station, liquor store feel free to phone me for a consultation. My vast experience & specialization in gas stations & liquor stores helps me in serving my clients with full confidence, trust & sincerity. Serving Central Valley, SF Bay Area. 559-259-4247. |
 |
Steve Zimmerman: Restaurant Broker Specialist Steve founded Restaurant Realty in 1996. He has personally sold/leased over 900 restaurants, bars & clubs, & completed over 3000 valuations. The author of "Restaurant Dealmaker - An Insider's Trade Secrets For Buying a Restaurant, Bar or Club" available on Amazon. Reach Steve direct at 415-945-9701. |
| Related Articles, Events, Blog Posts, Discussions, Videos, Interviews |
 |
An Alternative Approach To Finding And Buying An Absentee Run Small Business
As a SF Bay Area business broker (Rob Hartman), the phrase I hear often from my buyer clients is, "I am looking for an absentee run business." Since it is such a popular topic, let me offer an alternative method of business selection. There are a couple things to keep in mind as you search. |
 |
Due Diligence Checklist: 10 Key Items To Investigate When Buying Businesses
Buying a California small business involves reviewing due diligence checklists so buyers can learn enough to determine whether to proceed with a deal. Here's a due diligence checklist. Peter Siegel, MBA (BizBen ProBuy Advisor & Business Purchase Financing Expert) at 925-785-3118 shares his views. |
 |
Is Starting With A Higher Selling Price A Good Strategy? The Pros Debate
Is it a good idea to start with a higher sales price for your business when going to market? San Francisco Bay Area Business Broker Rob Hartman initiates this Discussion on BizBen with other Advisors And Intermediaries on BizBen discussing this basic strategy of selling a small business in CA. |
 |
Thinking About Selling A Small Business? Know These 8 Factors That Matter
The likelihood of selling a business is often determined by external factors in the marketplace. Here are eight influences on how easy, or difficult it might be when selling a small California business. Peter Siegel at 925-785-3118 (BizBen ProSell Program) explains these factors for owner/sellers. |
 |
How Do I Determine the Value Of My Small Business? Or The One I Want To Buy?
How do you determine the value of your business when you go to sell or even buy a business? There are so many factors and that is usually one of the first items serious buyers inquire about. Tim Cunha JD (SF Business Broker at 650-600-3751) initiates this Discussion On BizBen with other Advisors. |
 |
Business Purchase Financing Help - Expert Tips For Faster SBA Loan Approvals
Business purchase financing advisor Peter Siegel, MBA shares his views on SBA loan financing. He explains the nuances of the SBA loan process when considering business purchase financing or getting pre-qualified. Reach Peter Siegel, MBA direct at 925-785-3118 regarding SBA & Non SBA Loan Financing. |
 |
Business Purchase Financing Expert Peter Siegel - Tips On Proving Cash Flow
What are the actual "provable" adjusted net earnings (cash flow) of a small to mid-sized business being purchased? Buyers need to look carefully at all financial info for the "real" adjusted net income/cash flow. Peter Siegel, MBA (BizBen ProBuy & ProSell Lead Facilitator) at 925-785-3118 explains. |
 |
Purchase A Business With Limited Or No Cash - Financing Tips For Buyers
Purchasing a business with no money down can be difficult, but not impossible. Financing a business purchase or down payment can often be accomplished with these strategies from Peter Siegel, MBA (Business Purchase Financing Expert, ProBuy & ProSell Program Advisor with BizBen) at 925-785-3118. |
| See All News, Tips And Events |
Topics:
Business BrokerageBusiness OpportunitiesBusiness FinancingBusiness ValuationBuying A BusinessDeal StructuresDue DiligenceEscrow Closing IssuesFranchisingLegal IssuesLegislative IssuesMergers AcquisitionsNon DisclosureSelling A BusinessRecent Discussions:
Recent Contributors:
Popular Discussions:
Popular Contributors:
Tags:
Absentee RunAdjusted Net IncomeAdvertisingBroker CooperationBusiness BrokersBusiness ValuationBuyer RepresentationBuying A BusinessDeal StructuresDue DiligenceEscrow Bulk SalesEventsFinancingFor Sale By OwnerFranchisingHome BasedInventoryLandlordsLegal IssuesLegislationLiquor LicenseNon DisclosuresNon SBA LoansOpen ListingsPocket ListingsSBA LoansSeller NotesSelling A Business
500 New & Refreshed Detailed Postings Daily
