The fundamental purpose of a buyer’s due diligence investigation is to gather information that will help assess the value of the target business, in light of all the facts and circumstances, including special skills and attributes the buyer may possess (or lack). This information allows the buyer to determine whether the proposed purchase should be undertaken, continued and finalized.
Many accountants or business advisers are available to perform due diligence but do not possess the skills of a Certified Public Accountant. A CPA is a professional who is educated, tested, and licensed to serve. The role of the buyer’s CPA usually includes reviewing the targeted company’s financial books and records including tax and related business information to determine if the purchase price is reasonable.
During due diligence the CPA may analyze and test key financial ratios to assess operating results and trends while conducting specific analysis to quantify net owner benefits and the related multiple of earning. The CPA may also assess the impact of the transaction on future and present taxes as well as suggest ways to structure the transaction to minimize such taxes and offer advise on entity setup for the newly acquired business assets (i.e. S Corp, C Corp, or LLC)
Not all CPA’s are experienced in due diligence so its important to engage an expert CPA with due diligence experience.
Jay Shapiro & Associates CPA’s is often regarded as the small firm of choice in South Florida offering expert due diligence services. Mr. Shapiro and his firm can be contacted at (954) 385-6616 or emailed @ JAYSHAPCPA@AOL.COM. Mr. Shapiro’s web site is WWW.JAYSHAPIROCPA.COM.
When most people are about to purchase a business they naturally feel a bit anxious, excited, and in a rush to close the deal. Often they will be caught up in the moment and will bypass the detailed research and background information necessary to make a truly informed decision. Before you sign on the dotted line, consider performing a purchase investigation, an investigative process designed to protect your interests by providing objective and reliable information on the target business to assist you in make the best possible decision.
You have decided to investigate your target business, but where do you begin? Some people use the investigative process to look for obvious problems with the business. Others simply want to verify that what they have been told is true. In order to effectively conduct a purchase investigation, you need to have a bit of both philosophies as well as a third, which is of equal importance: determining what is at the heart of the business. This allows you to identify which opportunities exist that you will be able to exploit in order to grow the business once it is yours.
A purchase investigation is the best mechanism available to truly determine if it is a “good” business. The purchase investigation period is the time to check everything out, not just the financials. It allows you to learn enough so that you can begin to formulate a strategic business plan to implement under your ownership. This way, you can hit the ground running as the ink is drying on the contract.
Everything! A proper purchase investigation goes far beyond the financial analysis. All aspects of a business are researched, including:
These areas are thoroughly investigated via analysis of documents requested from the seller, independent research (including discussions with key sources), as well as by developing relationships with the seller and the employees of the target business.
Your accountant must play the lead role investigating the financials and should champion the entire due diligence effort. You need insight into the target’s financial picture as well as access to knowledge of tax laws and accounting rules for business combinations. Your accountant can help you discover little-known land mines that can kill a deal, such as significant pension plan liabilities, hidden workers’ compensation costs and unresolved tax problems.
Your passion and excitement for the business may (understandably) taint your findings should you attempt to investigate solo. Leonard Moskowitz a business purchase investigator acts as a facilitator and, therefore, is able to research, gather and evaluate information in a neutral, unbiased fashion. He will develop relationships with both the seller and the buyer to make the purchase process as seamless as possible. By establishing an immediate and sound relationship with the seller and the employees, he is able to obtain supplementary information about the company and its operations that may not be accessible elsewhere.
Once the investigation has been completed, the findings will be translated into the value this business holds for you (for example, if you negotiated to purchase the business for a million dollars and our research indicates that the business is worth less, he would recommend a reduction in the initial purchase price.). He will not provide an official opinion as to whether or not to proceed with the transaction, but he will provide you with all of the background information necessary for you to make a truly informed decision.
You have finalized the business transaction. What is the next step? Once the purchase is complete, he can assist you with the internal functions of your newly acquired business. Your strategic business plan that was initiated during the due diligence process is not finalized and implemented. He will provide you with expert guidance to create a dynamic team of employees, structure your business from the most beneficial tax standpoint, and create monthly financial reporting to monitor and manage your operations.
Contact Leonard Moskowitz, the business purchase professional before you sign on the dotted line. As your purchase investigation detective, he will provide the answers to the specific questions that must be asked before a commitment is made and will help you develop a strategy for a successful acquisition and ownership. He can walk you through the entire process: from start to finish, and beyond.
Leonard S. Moskowitz specializes in business purchase investigations. He can be contacted directly at firstname.lastname@example.org or called at 954-632-0195.
Member: American Institute of Certified Public Accountants, New York State Society of Certified Public Accountants and Florida Institute of Certified Public Accountants.
Every business is similar in that it is established with the goal of returning a suitable profit margin. If after time it is under performing financially, it is the responsibility of the management team to determine why.
The theory behind doing a Rated v Actual analysis is if the business was operating exactly as it was planned, it would generate the “rated” profit margin without fail. The rated amount is the amount that was expected to be received by the business as income and spent as expenses for any particular sales item or category.
Therefore, if the account or business is not generating the rated margin, something is not happening as planned. This analysis will quickly point out the problem to a Manager/Owner. Alternatively, if the account is doing something particularly well that is increasing margin, this analysis will point out the areas to continue. These findings can result in implementing practices in the business to ensure profitability. In addition, it gives feedback to the employees and owner(s) when putting together future sales proposals or product off.
You have identified the business you want to buy, you have your broker, your lawyer, your accountant, and your banker. But this business runs on computers. You have computers to do the accounting, credit card and internet transactions. You have computers that hold your customer records, your inventory, and employee records. Do you simply trust that these are intact, working and will give you no problems?
You can do accounting due diligence, and legal due diligence, but if computers are in any way a part of your daily business operations you also need to do a computer due diligence. Here is a frightening fact: Each software license is a separate violation Microsoft office alone is 3 license violations. If the fine is only $25,000 per violation that’s $75,000.
C. S. McCubbin, & Co. can help answer these questions for you. Our Due Diligence Solution will:
You are well served to rely upon accountants for financial information, and lawyers for legal contracts and agreements. You are well advised to have business relevant experience. But unless you have computer experience you will find yourself, and your new business open to many problems. Get a qualified opinion from an experienced professional.
For more information or to schedule an appointment please email us today.
Service and Trademarks of C.S. McCubbin, & Co. All other products mentioned are registered trademarks or trademarks of their respective companies.
If you are under contract to buy a business in early 2015, Then your CPA will need to request certain documentation to determine if the business you are buying is earning what the seller is representing.
Please keep in mind if you are buying a cash business then you need to request from the seller purchase invoices, sales invoices, register tapes. If you are insecure with this documentation for a cash business then you should reconsider your options and buy a business that 100% documented on the tax return.
A business that is selling there cash to increase there value on the market will more than likely be making less money then it’s representing. A business on the tax return has a greater opportunity to be earning more $$ because the owner isn’t disclosing the cash sales.
Due Diligence list for a Cash business like a restaurant
Please keep in mind that you will need 1 additional week for due diligence for a total of three weeks to figure out a Profit and Loss based on the findings of your CPA due diligence & your 2 week observation.
Leonard Moskowitz C.P.A.
2895 N.E. 32nd St
Fort Lauderdale, Florida 33306
DUE DILIGENCE SPECIALIST
Leonard (‘Lenny”) Moskowitz focuses primarily on Due Diligence (purchase investigations),business valuation matters and providing guidance in all phases of business management and operations. His extensive experience as an entrepreneur has provided him with significant insight and first- hand knowledge of business processes to assist clients from many perspectives.
Lenny was previously a manager at Eisner & Lubin CPAs (N.Y.) where he was responsible for new business commitments, planning, resource allocation and purchase investigations. He also served as CFO of Chemtrol Corp., a film processor, and Federal Steel Corp., a steel fabrication company and as a partner in A.L.Wellen & Co. CPAs.
Lenny has owned and sold several businesses, including Elm Theatres Inc., a chain of motion picture theatres, Gibraltar Saving and Loan Bank, Colibri Corp., an importer/manufacturer of fine cigarette lighters, Carefree David Travel Corp., a charter travel tour operator, as well as a teenage disco called Outrageous.
Lenny earned both Master and Bachelor degrees in Business Administration from the Bernard Baruch School of Business at City College in New York. He earned his CPA certificate in New York. He is a member of many financial and professional organizations, including the American and Florida Institutes of Certified Public Accountants and the New York State Society of CPAs.
As most of you already know, all business financial statements include at least a balance sheet and an income/expense statement. A balance sheet is the summary of the financial status of a business on a certain date in time (ie. as of September 30, 2001). In other words, it gives the financial condition of all of the assets, liabilities, and equity of the company as of a specific date. An income/expense statement (sometimes called a profit/loss statement) presents a summary of the financial operations of a business during an interval of time. It gives the history of the business operations during that time.
Business financial statements, including income tax returns, can be represented in two ways, cash basis or accrual basis. The essential difference between cash and accrual methods is a difference of timing of certain transactions. In accrual, income and expenses are recognized and are recorded in the financial books of the business, as of the date on which the business first acquires the right to the income or the obligation to pay the expense. When using a cash method, on the other hand, income and expenses are recorded on the books only when the money is actually received or paid out.
Although cash accounting is somewhat simpler from a purely bookkeeping standpoint, acrual accounting provides a more realistic picture of the financial activities and the status of the business. For this reason, accrual accounting is more accurate for valuation purpses than the cash basis. Also, be aware that the business may operate on a n accrual basis and report on a cash basis for Income Tax purposes. Therefore, it is extremely important to find out which statements represent the accrual method.
At InterPay, we know that new business owners are not exactly alike. We have customers who don’t want to know or worry about payroll regulations, taxes or what forms to fill out…that is why they hired us! However, we also have customers who want to know firsthand “what it’s all about”. For these customers we have created InterPay’s Payroll Guide for New & Emerging Businesses. This guide provides access to federal and state information about the latest published laws, government forms, applications, and general payroll policies. It will even supply them with the questions they need to ask themselves about how to manage their own payroll requirements. So, if you are an information gatherer…read on. But if you are on information overload…leave it to us and let us provide you with a complete payroll solution.
Q. What is a Federal Tax Identification number and how do I get one?
A. You must file for a federal tax identification number or EIN (Employer Identification Number) to ensure that federal payroll tax withholding payments, Social Security contributions, and federal unemployment payments are properly credited. After your Application (Form SS-4) is submitted to the IRS, you will receive a letter with your EIN and a coupon booklet (the 8109-Federal Tax Deposit). This booklet is essential for payment of federal payroll tax obligations.
Q. What are the different Federal withholdings?
A. Federal Withholding taxes – These are taxes paid by the employee and are calculated on individual employee data (wages, marital status, exemptions and frequency of payroll). Commonly used tax tables are listed in the IRS Employer’s Tax Guide (Circular E).
Social Security and Medicare taxes (Federal Insurance Contributions Act or FICA) – Taxes are paid by the employee with matching contributions paid by the employer. For 2001, Social Security tax is 6.2% (0.062) on the first $80,400 of each employee’s gross wages; Medicare tax is 1.45% (0.0145) of each employee’s gross wages. There is no wage limit, and the employee and employer each contribute at these rates.
Federal unemployment taxes (FUTA – Federal Unemployment Tax Act) – Taxes paid by the employer only is calculated at the rate of 6.2% (0.062) on the first $7,000 of gross wages paid to each employee. In figuring your FUTA tax, you can deduct a credit of up to 5.4% (0.054) for state unemployment taxes paid resulting in a net federal unemployment tax of 0.8% (0.008). All percentages and gross wage limits should be verified every January 31st.
Q. What do I need to know about Federal payments?
A. The first recurring federal tax payment is the federal withholding and Social Security and Medicare (FICA). Tax payments are combined into a single payment, the 941 deposit. Frequency of payment and deposit method are determined by the amount of tax liability incurred. Consult Circular E to determine your frequency of deposit.
Another recurring federal payment is Federal Unemployment Tax (FUTA), or the 940 deposit. Taxes for each quarter must be paid on or before the last day of the calendar month following each quarter. If the tax due is less than $100, it can be carried over to the next quarter. Payments for both the 940 and 941 deposits are made by using coupons from the IRS 8109 booklet or by paying through the IRS Electronic Funds Transfer Payment System (EFTPS). InterPay can provide this service to you through our TaxSmart offering.
Q. When will I receive my Form 8109 coupon booklet?
A. The 8109 coupon booklet is sent to you once you have applied for an EIN. Complete this coupon following instructions in the booklet. A check made payable to the bank, along with a completed coupon, should be deposited at a bank designated to receive federal tax deposits. Retain the dated bank receipt for your records and record all deposits in your 8109 booklet for easy reference.
If the amount of withheld income and employment taxes exceeds a certain amount during a “determination period,” employers are compelled by law to deposit them and any other federal depository taxes by electronic funds transfer (EFT). The IRS notifies businesses by letter when mandated to file electronically.
Q. What are the Recurring Federal Reports?
A. Form 941 is a reconciliation of federal tax withholding and FICA payments. It must be submitted once each quarter by the last day of the month following the calendar quarter.
Form 940 is the federal unemployment report. It should be completed and filed by January 31st following the close of the calendar year for which the tax is due.
Forms W-2, W-3, 1099, 1096. Annually, every employer must provide a Wage and Tax Statement (Form W-2) to each employee who earned taxable income. The employer is also required to submit a Transmittal of Income and Tax Statements (Form W-3), along with copies of all W-2s to the Social Security Administration. If you provided wages to a subcontractor, you must also provide miscellaneous income reports (1099 and 1096).
Q. What do I need to do when I hire a new employee?
A. Federal law stipulates that employers must report W-4 information on all new employees, as well as the name, address and EIN of the employer to a specified state agency within a certain number of days from date of hire. Individual state requirements differ and some states require employers to report more extensive information about newly hired employees. Contact your state’s Department of Revenue, Department of Employment & Training, or Department of Labor.
Call an InterPay payroll specialist at 1-888-835-5165 to ask about your specific state applications and payroll tax summaries.
Q. What do I need to know about State wage hour laws?
A. Many states have adopted their own wage-hour laws that quite often are more stringent than federal laws. Many states also govern such employee wage practices as frequency of payment, method of payment, and employee’s right to accrued vacation or paid time off. State and federal laws may overlap. In those areas, the law requires that the governing body more generous toward the employee should prevail.
Q. Do I need to keep track of independent contractor wages?
A. Independent contractors are responsible for keeping their own tax records and making the appropriate (and legal) tax payments.
Q. What forms will I need for employees?
A. Employee’s Withholding Allowance Certificate (Form W-4) Completed by the employee, form W-4 provides you with the basic information required for payroll. The employer must retain this form, and a copy must be filed with your state in a timely manner. InterPay’s New Hire Reporting service reports this information for newly hired or re-hired employees and maintains this information for you if changes in circumstances occur (marital status, # of exemptions, etc.).
Employment Eligibility Verification Form (Form I-9) [link to downloadable form] Information regarding Form I-9 may be obtained from the Immigration and Naturalization Service. Failure to comply may result in civil fines. Employers must retain this form together with their employee’s W-4
Q. What’s the best way to avoid IRS penalties?
A. Keeping accurate records is an essential part of owning and operating a successful business. With payroll it is especially important because of the substantial penalties the IRS imposes on inaccurate and/or late payments and filings. If you outsource your payroll, ensure your provider not only gives you copies of all records and transactions executed on your behalf, but that they also cover any penalties that arise due to inaccuracies or delays in filing due to their error. InterPay’s TaxSmart assumes responsibility for timely and accurate processing of all your payroll tax reporting and filing services.
Q. What are the required records I need?
A. You need to have the following records:
Again, TaxSmart can assume liability for timely and accurate processing of all your payroll tax reporting and filing services.
Q. How do I determine a payroll policy for my company?
A. Set up payroll policies based on your particular business practices. Here are some questions to consider:
Q. What are some sample deductions?
A. Deductions could include the following:
Q. How do I determine if I should outsource my payroll?
A. When determining whether to outsource your payroll or do it in-house, consider factors that may apply to your business:
InterPay is the smart solution for your business. We offer a cost-effective Standard Payroll Package that can grow as your business grows. Flexibility means choice. So whatever services you choose, you are always in control of your payroll management.
Before buying an existing business, the purchaser should ask the seller for documentation of any tax, penalty, or interest due to the Department of Revenue. The purchaser can then withhold enough of the purchase money to cover the liability until the seller pays the amount due.
A taxpayer can ask the Department for a clearance letter (also called a certificate of clearance) as proof there are no outstanding delinquencies on the taxpayer’s account. The taxpayer can show the letter as proof of good standing when selling a business or business interest. It can also be used to apply for a beverage license.
The letter represents a snapshot in time and shows that the taxpayer does not currently have outstanding tax delinquencies and/or bills. A clearance letter may be issued to accounts with bills under protest, in litigation, or protected by bankruptcy filings. In these cases, if the liability is a final assessment, it remains assessed against the seller. While the sale is pending, the purchaser should have the seller hold an amount equal to the contested liability in escrow.
A clearance letter does not exempt the business from future audits that may cover periods before the business was sold. To identify potential tax liabilities, you may ask for a transferee liability certificate, which requires an audit of the business. Once the certificate is issued, the Department will not audit the business again for the period covered by the certificate.
To get a clearance letter, fax a written request to 850-922-5254. The requester’s name must be listed on www.sunbiz.org showing association with the company or they must have a Power of Attorney on file with the Department of Revenue.
The request must include:
Processing takes about 7 to 10 business days.
Florida Department of Revenue
Attn: Taxpayer Services Process
5050 W. Tennessee Street
Tallahassee FL 32399-0100
For more information about clearance letters, contact your local service center or call Taxpayer Services at 800-352-3671.
When a business or stock of goods is sold, the unpaid sales tax liability (if any) of the former owner may transfer to the purchaser, unless the Department of Revenue issues a transferee liability certificate. The certificate is proof that no tax is due or all taxes, penalties, and interest have been paid.
The Department requires an audit of the business before issuing a transferee liability certificate. Either the buyer or the seller can ask for the audit.
Generally, the Department of Revenue conducts the audit. However, for sales tax, you can hire a Certified Public Accountant (CPA) who is qualified to conduct sales and use tax audits for the Department.
Department of Revenue Audit: If you want Revenue to conduct the audit, send the completed DR-842 or DR-843 and signed sales agreement to:
Florida Department of Revenue
PO Box 5139
Tallahassee FL 32314-5139
Hiring a CPA: For sales tax audits, you can hire a qualified CPA to conduct your transferee liability audit. Qualified CPA practitioners are certified in sales and use tax through the Certified Audit Program.
The Florida Institute of Certified Public Accountants has a list of auditors who are certified to conduct sales and use tax audits for the Department of Revenue. When you select a CPA, he or she will tell you what information is needed to conduct the audit. You are responsible for negotiating and paying the fee to the auditor you select.
When the audit is complete, the Department will issue a transferee liability certificate to the current owner of the business, certifying the tax, penalty and interest due (if any).
Note: Sales tax is the only tax for which a Certified Audit may be completed.
If you have general questions about transferee liability certificates or clearance letters, call the Department’s Case Processing Section at 850-617-8565.
If you have questions about the Certified Audit Program, call the Department’s Certified Audit Section at 850-617-8578 or the Florida Institute of Certified Public Accountants at 850-224-2727 , ext. 419. Visit the Institute’s website for more information on the Certified Audit Program and the list of qualified CPA Practitioners.
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4720 NW Boca Raton Blvd,
(NW 2nd Ave) D-103
Boca Raton, Fl 33431