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Do you have stacks of old tax returns, receipts, and documents that you think you might need some day, but aren’t sure? You can probably throw out more than you think. Here’s a refresher on what you need to know:

Income tax returns:

The general rule, according to the IRS, is to keep your tax return for three years from the date of filing (or two years from the date you paid your tax bill). The IRS says be sure to also keep the supporting documents, like your W-2s and 1099s. The reason for the three years: that’s how much time you have to amend that tax return and how much time the IRS has to impose further tax.

Exceptions:

Of course, there are always some exceptions:

• You need to keep personal tax records for six years if you’re not reporting income that you should be, and that income is over 25 percent of the gross income reported on your return.
• You need to keep records for seven years if you file a claim for a loss from worthless securities.
• You need to keep records indefinitely if you don’t file a tax return or if you file a fraudulent return  

What to pitch and what to keep:

It’s hard to know when you open that jam-packed filing cabinet at home what you can ditch and what you can’t. Just remember, not all documents are created equal. For example, any documents related to property. The IRS says you should hang onto records related to property until the period of limitations expires for the year you sell or dispose of the property.

Something else to keep in mind: 

Just because you don’t need supporting documents for tax purposes anymore doesn’t necessarily mean you can pitch them. Some insurance companies and creditors may ask that you hold onto them longer than the IRS. 

State returns:

Double check with your state department of taxation or your tax preparer regarding how long you should keep a copy of your state tax return. This will obviously vary from state to state. The Ohio Department of Taxation says to keep copies of your state tax returns for at least 4 years from the deadline or the date you filed.

A couple of other thoughts:

• Keep a copy. If you file your taxes online, you need to remember to always print out a copy of your return (and keep supporting documents) before you hit send to electronically submit your return. Don’t assume that there’s an online copy somewhere you’ll have access to. Be sure to print a copy for yourself if you file a paper return as well. 
• If you’re moving away from paper files at home to an electronic filing system, it goes without saying that you should finely shred the paper documents once the information is safely stored (and backed up) electronically.  

GJM Tax partner Kathi Iott contributed this blog. With over 20 years in public accounting, Kathy helps both individuals and businesses with tax strategy. She works across many industries, including construction and real estate.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business & transaction advisory, healthcare management advisory, outsourced accounting, and risk advisory. The firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution, nonprofit, private equity and utilities.  

Ohio Governor Mike DeWine is poised to sign two new tax bills into law that will come as very welcome news to small businesses operating as S-corporations, partnerships, and LLCs in the state. The pieces of legislation clarify the business income deduction (BID) as it relates to gains recognized on the sale of a business and offer relief from the current cap on deducting state and local tax on individual returns.

Ohio Senate Bill 246 authorizes an individual owner of a pass-through entity (PTE) to claim a refundable credit on their individual return equal to the owner’s proportionate share of the tax paid by the PTE. The taxes paid by the PTE do not count towards the cap of $10,000 that currently limits an individual’s ability to deduct taxes on their individual return (Schedule A- Itemized deductions).  

Ohio will become the 29^th state to pass such legislation. The law will address the tax burdens brought about by the $10,000 cap on state and local tax deductions included in the Tax Cuts and Jobs Act of 2017.

Ohio House Bill 515 addresses the business income deduction and makes clear that any gains from selling ownership interest in a pass-through entity (PTE) in Ohio would be considered business income and thus, eligible for the business income deduction (BID). The BID enables an individual to reduce the business income that flows through to their return by up to $250,000.  

Some requirements to benefit from HB 515:

• The sale must be considered the sale of assets for federal tax purposes
• The business seller must have had day-to-day management involvement during the taxable year in which the sale happened, or during the five years leading up to the sale

As noted above, both bills are expected to be signed by Governor Mike DeWine. GJM tax experts are watching the developments and will provide further guidance as needed. As always, should you have any questions or concerns about the impact for your business, your GJM team is here to advise.

**Update: Ohio Governor Mike DeWine's office says both HB 515 and Senate Bill 246 have now been signed into law.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business & transaction advisory, healthcare management advisory, outsourced accounting, and risk advisory. The firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution, nonprofit, private equity and utilities.  

It’s a phone call that could entirely change the direction of your business, and your life. And the call comes out of the blue. Someone wants to buy your business. Are you ready to respond?

Gilmore Jasion Mahler partner Greg Taylor says he would be surprised if business owners aren’t getting these calls right now and multiple calls every week. Merger & acquisition (M&A) activity is at a fever pitch and there are no indications that a slowdown is on the way in 2022. Taylor helps lead GJM’s Transaction Advisory Services and says he is hearing from business owners receiving these calls on a frequent basis. Here’s what he says they should be doing, and not doing when the call comes in, and before the phone even rings.

Know What You Want

Taylor says you need to have a good understanding of what you want in terms of the longer-term ownership of your business. Do you want to sell your company 100 percent, or do you still want some participation in the business? A sale could allow your ownership to take some chips off the table and get some money in your pockets, so you can invest in a variety of different endeavors and still have some ownership, and then sell the business four to seven years down the road for even a larger payoff. In short: be clear on what you want in the short term as well as the long run before for you entertain an offer to buy your business. As you ponder whether to retain a piece of ownership, keep in mind that you could be reporting to the new owner. Many entrepreneurial owners find this difficult.    

Who’s Calling? 

“Is the phone call coming from a strategic buyer or is it a financial buyer? And how serious are they about potentially buying?” Taylor says once you get those answers, he can offer guidance and help you move toward the next steps. 

“If they are interested in moving a little bit further, it depends on what size business they are, how serious they are, but no matter what, I would recommend they immediately get a non-disclosure agreement or NDA in place to protect themselves. Even with an NDA in place,” he says, “I would be very cautious about what information you are sharing, especially if it is a strategic buyer. You don’t want to expose too much of your information to someone who could use that to compete against you if a deal didn’t go through.”

Don’t Make This Mistake 

Taylor says there are many potential mistakes a business owner can make in responding to a potential buyer. He says one major mistake is failing to get professionals involved sooner rather than later. As the owner, he says, you’re just too emotionally attached to the business you’ve struggled to build, sometimes for decades. You need the right advisors on board from the get-go.

“In fact, I just had a phone call today with one of our clients. They asked if we could help with some of the negotiations. The owner’s comment to me was: ‘You don’t have the bias, plus you don’t have the emotion.’ That’s exactly right. We can look at it based on what we’ve seen deals look like in their industry and help educate them on what a process might look like should they decide to go through a sale process. We could discuss different types of ownership, etc. I also always recommend, besides talking to us, bringing in a good transaction attorney and, depending on the deal size, an investment banker. The team can ensure the NDA is properly addressed regarding sharing financial information and assist in executing a letter of intent (LOI) as you move through a potential transaction and negotiating a purchase agreement.”

Taylor says getting a trusted advisor and an attorney on board is especially important for businesses that don’t have those resources in-house. He says he sees all too often a situation where they reach out to him too late. When brought in early on, he says, these experts can help negotiate and review the purchase agreement before things get too far down the road. 

“Some people are trying to save on fees but obviously this is probably one of the biggest events they’ve gone through, maybe ever, in their business and selling, especially if it’s a family-owned/closely held business. They just don’t have the experience in a lot of situations of going through even a small deal, and it can really cause issues down the road. Obviously, you want to make the process as smooth as possible, so the sooner you’re having some of these discussions the better.”

Know Your Stuff  

Should a business push itself to know certain things about itself like value, and a potential ideal buyer? In a word, yes, according to Taylor. He says you need to have a clear understanding of what your business is worth, ideally before you ever get the call that someone wants to buy your company.

“You don’t want to get in a situation where you must negotiate against yourself, that’s a no-win situation for you. The other side wins. They have the knowledge. They’ve done more deals, they have the ‘one-up’ on you. If you’re starting to try to do it on your own and not following the proper protocols and procedures, it can hurt you,” he says.

“I think also just having these frank discussions and having reasonable expectations. Every business owner probably thinks their business is worth more than it might be. With that said, you want something that’s realistic and not something that’s outside the realm, and there’s nothing wrong with that. If you think your business could be worth 8x multiple of your EBIDTA (earnings before interest, taxes, depreciation, and amortization) but really the market is saying more like a 6x, well you’ve got to be aware of that.”

Keep It Quiet & Stay Levelheaded

Word of a potential buyer for your business is something you’ll want to keep confidential between you and your key trusted advisors. Taylor says you don’t want to get too many people involved because you don’t want to have a potential mass exodus of employees because they hear the business is for sale, even though the sale might be better off for them. He says you could also wind up having a failed transaction, or maybe you were just exploring options.

“Yes, keep it quiet as best you can. But I will say this, expectations should be that more people will find out by the time the deal is close to being closed than not. You just don’t want to expedite that process or open it up too soon.”  

Beware of “Country Club Multiples”

Taylor cautions against what he calls “country club multiples.” Maybe you’re talking to someone, and they tell you they sold their business for 9x. He says that can be misleading, depending on how that individual came up with those numbers.

“Somebody hears that and says well I should be able to get 9x for my business. I am not saying they lied. It’s just that there could be many different factors that go into a sale that could increase that multiple which might not be, at the end of the day, what the real cash return is, and that’s the other thing that can be scary," says Taylor. "And plus, let’s just be honest, people tend to inflate things a little bit to make themselves look better. So, if somebody got an 8+ multiple, they might round up to 9 even though it was an 8.3x or something, and that could also be based on a full expectation on payout. Many times, especially in today’s world, there are many businesses selling with earnouts, or cash that might come down the road based upon expected targets of the business in the future. They might be calculating earnouts, expecting to get full payout. Many times you don’t get a full payout of your earnouts, so that’s another thing that can be very misleading. I always tell people be careful when you just hear something quoted to you without knowing all the facts.”

Weigh Your Options

Keep in mind that a surprise call from someone interested in buying your business could bring other opportunities. Have you considered who else is out there in the market that may be a good owner, perhaps an owner you’d prefer over the current inquiry? Taylor says now is the time to consider these options.

It’s always better to have a couple of interested parties versus one, he says. You’ll probably get a higher price due to the competition. Once you do zero in on a particular offer, Taylor says it’s very important to have an LOI in place.

“Just remember it’s kind of like anytime you’re courting somebody, things are always great in the courting stage, right? And then you move on to the ‘dating period,’ of it, as I would say. Just ask yourself, if you do have a ‘marriage’ with somebody, is this someone you want to be with long-term or not? And there’s nothing wrong with saying I don’t want to work with these people for five years or ten years or whatever, but you need to think through those things. That’s why I always say the highest offer isn’t necessarily always the best offer.”

Consider your Needs

Depending upon the nature and size of your business, Taylor says consider your needs:

• Do you need a valuation, a Quality of Earnings (Q of E) or advisors who are simply familiar with your estimated business value?
• Do you need to hire an investment banker familiar with transactions to expand the list of potential buyers and drive value?   
• Do your homework on experts you pull in. Be careful that you have strong advisors familiar with transactions. This may not include your accountant, just because you’ve worked with them for 30 years. Transactions may not be their area of expertise.
• Research the potential buyer, whether it’s a private company or perhaps Private Equity or PE group. Ask them about other deals they’ve done. Request to interview some of the businesses they’ve bought, especially if you want to “stay in the business” to some extent. View it as asking for references. You may want to consider it a red flag if someone refuses to provide those references. 
• Clearly determine your role post-transaction. What do you want?
• Look at employment contracts. Are there retainer bonuses for the management team? Sign on bonuses? How long will the contracts be? How long is the non-compete agreement?
• If the well-being of employees is a concern, get the answers you need. Will they take care of your people? Change the business name? Many times, these are very important questions, especially if it’s a second, third or fourth generation business that’s been in the family name.
• Understand the difference between a stock/equity deal vs. an asset deal and understand the tax implications. 

Potential Roadblocks

As with any major business decision, you may face some roadblocks. Here are some Taylor says you need to be aware of:

• Watch out for disconnects. Does the buyer clearly understand all facets of the business? A disconnect on value could lead to the deal falling apart or not reaching full potential sale value.
• Skeletons in the closet: A sell-side Quality of Earnings (Q of E) will root out any skeletons that may be lurking in your closet. You want those coming up early, allowing for an open dialogue. Avoid any surprises.
• Knowing your strengths/weaknesses, of your management team, operations, financial, work- force, customers, and supply chain, just to name a few. 
• Ensure a clear understanding of what is going to happen to the business post-transaction, including your role. If you left or were terminated, what does that mean to your equity? Will you get paid out right away or do you have to wait for another transaction?
• The business itself is important, but the management team that runs that business is as critical if not more, depending on the buyer’s expectation and needs.
• If the buyer is a PE group or venture capitalist (VC), understand what type of ownership there will be down the road. Is it a strategic buy to do a so-called “tuck in” of the business to another larger group of businesses? Another scenario is a so-called “roll-up” in which a construction company, for example, plans to buy five similar-size contractors and “roll them up” into a very large company the PE group may try to sell to a very large strategic buyer.
• Be aware of economic impact on deals. Challenging conditions like the current supply chain struggles can have an impact. The seller may be describing a rosy outlook, but the current economy may suggest too lofty expectations. A realistic budget is important. It can have some wiggle room, but at least be able to explain it. 
• Remember that every deal is different.
• Make sure your experts are objective and experienced. A business broker may not be.
• Trust your instincts. If things don’t feel right, sometimes you need to walk away, or maybe hit the pause button for a few months. 
• Keep this in mind: very few deals go as planned, and there are speed bumps along the way that you may need to maneuver. 

Ready to start a conversation with Greg and the GJM Transaction Advisory Services team? Simply fill out GJM’s website contact form. Be sure to note in the message section that you’re interested in GJM Transaction Advisory Services.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business & transaction advisory, healthcare management advisory, outsourced accounting, and risk advisory. The firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution, nonprofit, private equity and utilities.

There’s a magic number when it comes to your welfare benefit plans. That number is 100. While there are a few exceptions, most businesses that reach 100 employees covered by their plans must file a form with the government to show that the plans meet all regulations and remain in compliance with government requirements. If they fail to file that form, known as a Form 5500, businesses can face some significant penalties.

Gilmore Jasion Mahler’s Molly Wolf specializes in employee benefit plan administration, advising many healthcare practices and other businesses, and acting as a third-party administrator (TPA) for their plans.

“As employees come and go, it’s not uncommon for a business to go over those 100 individuals covered by their welfare benefit plans and not even know it,” she says. “Some insurance providers will watch that closely for a business, but others may not, and that can be a costly mistake.”

Do you know the exact number of employees you have? Is it possible you’ve gone over that 100 mark in terms of members of your business benefit plans? Could you owe a penalty and not know it? Wolf says there’s one thing you can do right now to get a good idea of where you sit: Look at how many are on your company’s long-term disability (LTD) plan. It’s a good place to start, she says, because for most plans that provide LTD coverage, it automatically applies to all employees. It’s also important to know when checking how many plan participants you have that those covered may include not only active employees receiving benefits, but terminated employees, retired employees, deceased employees, and even eligible employees who are not yet enrolled in the plan. 

Wolf says most businesses that need to file a Form 5500 have likely received their 5500 Schedule A or will soon receive it. That’s because the 5500 is due the last day of the 7^th month after their plan year ends. If you have a calendar-year plan, as may businesses do, your Form 5500 will be due on July 31, 2022. You’ll need the months ahead to gather your information and file before the deadline.

The 5500

The Form 5500 is filed by private and public businesses every year with, not only the IRS, but also the U.S. Department of Labor (DOL). The purpose of the form is to demonstrate that your plan is operating as it should be and meets all government requirements as outlined by the Employment Retirement Income Security Act (ERISA). It’s also important to note that the Form 5500 covers not only retirement and savings plans like 401(k)s, pension plans and profit-sharing plans, but it is also required for health and welfare benefit plans with over 100 employees, including medical, vision, dental and more.

Here is a listing of the most common ERISA welfare benefit plans that must file a Form 5500:

• Accidental Death & Dismemberment (AD&D)
• Business Travel Accident
• Cancer Insurance (if voluntary)
• Death benefits (other than life insurance)
• Dental Benefits
• Disability benefits
• Employee Assistance Programs (EAPs)
• Group Term Life insurance
• Health insurance
• Health Reimbursement Accounts or Arrangements (HRAs)
• Health Flexible Spending Accounts (FSAs)
• Legal (prepaid) Assistance Plans
• Long Term Care Plans
• Medical Savings Accounts (MSAs)
• Prescription Drugs
• Severance Benefits
• Vision

5500 Penalties and Pitfalls

If you miss the deadline to file your Form 5500, you’re looking at the potential of two penalties: one from the IRS and one from the DOL. The IRS penalty is $250 a day up to a maximum of $150,000. DOL penalties went up for 2022 due to inflation and can be as much as $2,400 a day with no maximum.

If you know you’ve missed the deadline to file, Molly Wolf says your best option is something called the Delinquent Filer Voluntary Compliance Program (DFVCP). She says it is an inexpensive option, generally the best way to resolve late filing, and could significantly reduce what you owe in late fees & penalties per plan.

All Form 5500s must be filed electronically through the EFAST2 program. Be sure all the information you provide is accurate. You could also face a fine or penalty for mistakes on the form. Some common errors include incorrect information on the number of benefit plan participants, failing to include terminated plans as part of the submission, mistakes with employee identification numbers (EINs) or plan numbers, just to name a few.

Another potentially costly pitfall: confusion over whether your welfare benefits are offered through separate plans or collectively offered through a “wrap” document. If your plans are all separate, that means you need to file a 5500 for each individual plan as opposed to a single 5500 for a “wrap” document. Wolf says she has seen it happen where a business doesn’t know they need to file a Form 5500 for each individual plan. She says she’s seen it go the other way as well, where a business is filing multiple 5500s and it turns out they had a “wrap” document all along, and only needed to file one form.  

Typically, an operations manager or human resources leader would be responsible for filing a Form 5500 for a business, though many businesses rely on an outside provider known as a third-party administrator (TPA). In those cases, that third-party will prepare the filing based on the data provided or collected from the client and the plan’s providers.

If you’re concerned about being able to accurately file your Form 5500 and want to consult with an expert who specializes in employee benefit plans, Gilmore Jasion Mahler’s Molly Wolf is a good place to start. To begin the conversation, email info@gjmltd.com with “Employee Benefit Plan Services Inquiry” as the subject line of your email.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business & transaction advisory, healthcare management & advisory, outsourced accounting, and risk advisory. The firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution, nonprofit, private equity and utilities.  

Did you wait until the last minute to get to work on your 2021 tax return? Well, you’re in good company. Statistics show many Americans put off completing their return until just days before the deadline. If you’re among the procrastinators and will be tackling your 2021 return this week, we have some last-minute advice to share. We also have information on some of the most common mistakes the IRS is seeing as people file this year.

Deadline date

As you surely know by now, the tax filing deadline was pushed back a little bit again this year because of the Emancipation Day holiday in the District of Columbia. This year’s tax deadline is Monday, April 18, 2022. That goes for your state tax return as well, and your local tax return.  

Unemployment Compensation 

The IRS says there’s some confusion this year on whether unemployment benefits should be included on 2021 tax returns as income. GJM tax experts say any unemployment compensation you received in 2021 is considered income and should be included on your 2021 tax return. The reason for the confusion is that there was a special law that you didn’t have to include unemployment payments on your 2020 tax return. That special law was just for one year and only applied to 2020 tax returns. It isn’t the case anymore, so be sure to include any unemployment benefits as income on your 2021 tax return.

COVID-Related Tax Breaks 

Make sure you include any COVID-related tax breaks you got in 2021: Advance Child Tax Credit payments and that third Economic Impact Payment. The IRS says it is seeing some taxpayers claim the wrong amounts on their 2021 tax returns. Make sure you reference the IRS letters you received regarding these payments: IRS Letter 6419 for the Advance Child Tax Credit payments and IRS Letter 6475 for your third Economic Impact Payment. That way you will be sure to get the correct amounts on your return.

Charitable Donations 

You can claim a deduction up to $300 for cash contributions to qualifying charitable organizations, even if you claim the standard deduction on your 2021 tax return. Married couples filing joint tax returns can claim up to $600.

Virtual Currency

Be sure to check either yes or no in the box on your 1040 Form that asks about virtual currency. The IRS says some people are forgetting to do so.

Set Up a Payment Plan

Failing to file your tax return because you know you owe and don’t have the money to pay is a big no no. It could cost you a great deal in penalties. If you owe money you need to pay by the April 18 deadline or set up a payment plan.

File Electronically

The IRS says a good way to cut down on mistakes is to file your tax return electronically and do direct deposit to your bank account. Electronic platforms require you to fill out all the necessary fields and that could help you avoid making a simple mistake, like forgetting your SSN.

Avoid Common Mistakes

Often people’s tax returns get held up, red flagged or delayed because of simple errors, according to the IRS. Be sure to review all your information for accuracy and doublecheck your final steps before hitting “submit” or mailing your tax return.

Here are some other important steps to avoid simple mistakes:

• Make sure you use correct filing status
• Report all your taxable income
• Doublecheck your name, birth date and Social Security Number
• Doublecheck your routing and bank account numbers
• Sign and date your tax return
• Keep a copy of your tax return
• If mailing a paper tax return, make sure you mail it to the right address and have the correct postage on it
• Take a deep breath and don’t rush. As a last-minute filer, if you hurry through filling out your return, you’re increasing your chances of making a simple mistake

Can’t get your return done in time? File for an extension. That gives you six more months to file, with the extended deadline for individuals on October 17, 2022. If you need some help, you’ll find all kinds of helpful tools from the IRS, including how to track your refund once you’ve filed.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business & transaction advisory, healthcare management advisory, outsourced accounting, and risk advisory. The firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution, nonprofit, private equity and utilities.