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Buying a small business

Lesson 3 of 8 · 8 min

Reading the seller’s books skeptically

Small business financials are not audited, and they are usually prepared to minimize tax rather than to inform a buyer. Both facts mean the numbers you are shown need translating before they mean anything.

The add-back conversation

Sellers "add back" personal or one-time expenses to show what the business really earns for an owner. Some add-backs are legitimate — the owner’s car, a one-off legal bill, a salary above market. Others are quietly load-bearing costs dressed up as optional.

Legitimate vs suspicious

Fine:       Owner's personal vehicle, one-time legal settlement,
            owner salary above what a manager would cost

Suspicious: "Marketing we did not need" (revenue depends on it)
            "One-time" repairs that appear in all three years
            Unpaid family labor that you will have to hire for

Where to look

  • Three years of tax returns, not just the P&L the broker prepared.
  • Bank statements against reported revenue, month by month.
  • Revenue by customer, to see concentration the summary hides.
  • The trend inside the year — a business declining since spring can still show a fine annual total.

This is the point to bring in an accountant who has reviewed acquisitions before. It is a few thousand dollars against a purchase that will define your next five years, and it is the cheapest insurance in the process.

Try it

Take any listing with financials and rebuild the earnings yourself: start at tax-return profit, add back only what you would genuinely not spend, and subtract a market salary for whoever does the owner’s job. That number is what you are buying.