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What red flags should I look for in a seller's financial statements?

Revenue patterns tell you a lot. Look for declining sales over the past two to three years that the seller explains away with temporary factors. Check customer concentration because if one or two customers represent more than 30% of revenue, you’re buying a business that could collapse if those relationships don’t transfer. Cash-heavy businesses need extra scrutiny because unreported cash sales mean you’re paying for revenue that doesn’t officially exist.

Personal expenses running through the business are common in small companies. The owner’s car, phone, meals, travel, and sometimes even home expenses show up in the books. Sellers often present “adjusted EBITDA” that adds these back to show higher profit. Some adjustments are legitimate. Others are creative accounting to inflate the purchase price. Ask for documentation supporting every adjustment.

Be suspicious of sudden improvements in the months before listing. Expenses dropping sharply, margins improving dramatically, or revenue spiking right before a sale suggests the seller staged the financials. A business that ran 15% margins for five years then hit 22% in the last six months deserves questions about what changed.

Compare tax returns to the financial statements the seller provides. Business purchase analysis should always include this step because sellers rarely overstate income to the IRS. If the internal financials show $500,000 profit but tax returns show $300,000, find out where the gap comes from.

Receivables aging matters. Old receivables that have been sitting unpaid for 90 or 120 days probably won’t be collected. If the seller values the business based on assets including uncollectible receivables, you’re overpaying. Same logic applies to inventory. Obsolete stock sitting in a warehouse has minimal actual value regardless of what the balance sheet says.

Missing documentation is its own red flag. A seller who can’t produce bank statements, contracts, or source documents for major transactions either has something to hide or runs a disorganized operation. Both scenarios create risk for you as a buyer.

Working with an LA County bookkeeper for small business acquisitions means having someone who knows where problems typically hide in small company financials. A few hours of professional review often uncovers issues that save you from a bad deal or give you leverage to negotiate a better price.

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More Questions

What financial reports does my CPA need at tax time?

Your CPA needs a Profit and Loss statement, Balance Sheet, and General Ledger at minimum. They'll also want bank reconciliations, loan statements, and 1099 information for contractors you paid during the year.

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What is seller's discretionary earnings and how is it calculated?

Seller's discretionary earnings represents the total financial benefit available to a single owner-operator of a small business. It's calculated by taking net income and adding back owner salary, personal expenses, and non-cash items.

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What are the penalties for late payroll tax deposits?

IRS penalties start at 2% for deposits 1-5 days late and increase to 15% for amounts unpaid after receiving a notice. California EDD adds its own penalties on top. The trust fund recovery penalty can make owners personally liable.

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What are quarterly estimated tax payments for real estate agents?

Quarterly estimated taxes are payments you make four times a year to cover your income tax when you're self-employed. Most real estate agents work on commission without tax withholding, so they're responsible for paying taxes directly to the IRS and California.

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How do I budget for staff payroll in my dental practice?

Staff payroll typically runs 25-30% of collections in dental practices. Build your budget using fully-loaded labor costs, not just wages, and track monthly against collections to catch problems early.

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How do I assess the true profitability of a business for sale?

Start by normalizing the financials. Sellers present adjusted numbers that add back owner salary, personal expenses, and one-time costs. Your job is to verify those adjustments and determine what profits will look like under your ownership.

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Villa Group is a San Marino accounting firm serving small businesses across Los Angeles County. We handle bookkeeping, payroll, CFO services, and business sale preparation. Led by Christian Villalba, MBA, with over a decade of experience and 400+ clients served.

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