Tax Question For Seller
March 19, 2024
by an intermediary from University of Florida in Nashville, TN, USA
If a seller is selling a business for say $10m but has $2m in debt on the balance sheet - can you confirm that the taxable income is $8m and not $10m if the debt is paid at closing?
Thanks
from Harvard University in Lynbrook, NY 11563, USA
First, I'm assuming you're talking about an asset deal. (If this is a stock deal, then what matters is Seller's basis at the stock level, not at the company level.)
Seller's income is based on the difference between how much you pay (less any seller expenses) and seller's basis in the assets. Seller's basis in assets usually starts with the amount used to purchase those assets (or to make them, if the investments in those assets were required to be capitalized into basis, rather than expensed at the time). The basis may then have been reduced by any depreciation or other write-offs taken. Seller's gain (or loss) on the sale is the amount paid less seller's basis.
Tax is leveled based on income you generate. When you borrow money, you don't pay tax since you have to pay it all back and you haven't earned anything. If you then earn the money to pay back that debt, you still have to pay tax on your earnings as you really just used the debt to use them a bit earlier.
One way you might think of the debt is as if seller got fronted purchase price for its assets. Say seller didn't have debt and had zero basis, seller would pay tax on 10M in gain. Now should the fact that seller borrowed 2M against that gain make a difference to the amount of gain? Of course not! Otherwise every seller would load up on debt and eliminate all their tax. (E.g., 10M day before sale, pay it back day after sale, end up with 10M in bank and no tax.)
Hope this helps a bit, tax can get very confusing (I got confused writing this). Happy to chat if helpful (and certainly if you need tax advice).
(This is by way of explanation, not formal advice.)
from University of Miami in Miami, FL, USA