I once had the thrill of interviewing Jerry West on management. He was “The Logo” for the NBA, although back then they didn’t advertise him as such. Only the Laker followers knew for sure. In 1989 the “Showtime” Lakers were coming off back-to-back championships. Pat Riley was a year away from his first of three Coach of the Year awards.
Starting with the End in Mind – webinar for business owners and buyers May 16 at 1PM (EDT) If you have the following questions, this webinar is for you! How do I strategically think about my end game? In other words, how do I figure out what game I am playing? What makes a business hard to sell and limited in market value? What are some major value enhancement strategies available to my business? What are reasonable timeline considerations in growing, preparing, and selling my business and what capacity needs are required to be added? How do I build a team of advisors? Speakers include: Amanda A. Russo: CEO of Cornerstone Paradigm Consulting Ryan Goral: CEO of Gspire Group Paul Cronin: three-time founder and M&A Advisor at True North Advisors Group For event details and registration, click
The Red Sea disruption forcing ships to go around Africa creates a new Supply Chain reality. It can lead to late deliveries of inventory resulting in disruptions affecting business globally. One of the noticeable issues is the Reuters report, “Tesla, Volvo Car in Europe Pause Output of Certain Car’s models.” Besides the production disruptions, late inventory arrival can result in order cancellations, often creating excess inventory which affects the warehouse. Besides the additional labor cost, it often results in using a 3rd party warehouse or purchasing/leasing additional warehouse space. These disruptions can lower profit margins and cause cash flow issues. Today’s reality of business disruptions makes companies realize that their outdated ERP Software, should be replaced with new integrated ERP/WMS Software that has a Warehouse Management module enabling companies to avoid business disruptions by having the features below: • Inventory availability after it was allocated for production or future orders. • Real-time Analytic information reflecting sales activity, what products should be ordered, and when. • From which vendor to purchase based on analytic information of promised delivery dates. • Customers’ buying patterns of products ordered. If the customer’s current purchases are less than in the past, the reason for this should be investigated. • If the accounts receivable overdue payment days have increased, the customer’s financial stability should be evaluated. Selecting New Software Before the software selection search starts, a committee should be established. Its members should be key people from each department and a requirements list should be developed. • The end users can provide important information that will be needed when the demos are conducted and they will have emotional investment once the software implementation starts. • The developed requirements list should be addressed at each demo. • All the demos should be a “workshop style” rather than a “slide show” with “bells and whistles.” • Not having the “workshop style” demo often results in purchasing the wrong software that does not meet the business’s unique requirements. • Having to change the business model to meet the software requirements will result in business disruption and the end users having a large learning curve. • Software functions that are beyond the users’ ability to learn will result in long implementation, and the project might be eliminated. • Before the decision to purchase the software is made, a visit to the software provider’s client in the same industry should be arranged. • Three people should be met at the vendor’s client site: the CEO, CFO, and IT manager. • The main question the above people should be asked: “How good is the software house hotline support?” • This is a crucial factor that should be considered. Not having good hotline support will result in severe business disruptions when an issue occurs and immediate support is not provided. Issues Arising from Multiple Software Often companies that have legacy software choose rather than replace it with new integrated ERP/WMS Software that has Warehouse Management they choose to buy it from Warehouses Software Vendor and have it integrated with the legacy software. Doing it will result in the issues listed below. • Stand-alone warehouse software can result in integration issues resulting in inaccurate inventory. • Having multiple software platforms creates issues when it’s upgraded. • Excess user efforts accessing multiple software results in business disruptions. • Often when one of the vendors has a software upgrade it might result in integration issues. • When having to contact multiple hotlines, vendors often don’t take responsibility resulting in business disruption. Case Study: Multiple Software • Large Food Manufacturers/Distributors decided not to upgrade their legacy software and purchased four software platforms from different vendors hoping it would enable them to meet their business requirements. • It resulted in the users having to access multiple software platforms resulting in excess efforts retrieving the needed information. • When one of the software platforms was upgraded sometimes it affected the main software platform or the other platform resulting in business disruptions. • When connecting the software hotlines each vendor claimed it was the other software vendor that caused the issues. • After a few incidents the management team decided to purchase new single database software that will have all the software modules needed supported by one vendor. • Before starting the software, a search committee was established having key end users for each department and a requirements list was generated. • The list was presented to each software vendor who gave the demo and made sure that besides addressing the business requirements the end users could master it without a large learning curve. Benefits of Single Data Base ERP/WMS Software • The end users without having to access four different software platforms instantly find the information needed. • The customers were able to place orders on smartphones and have a web portal where they could view various needed information. • Inventory in the warehouse is picked by using Voice Pick which has multiple language capabilities addressing today’s labor reality and RF Guns. • Streamlining the operation resulted in lowering operating costs and improved customer satisfaction. Overseeing Software Implementation Manufacturers and Distributors, who had outdated software, experienced production, and inventory control issues. It resulted in shipment delays leading to products being returned, excess inventory in the warehouse, and penalties affecting the accounting department which had to issue credits and adjustments, often missing the vendor’s early payment discount date. When the shelves were consolidated to receive new inventory, products sometimes were misplaced and were not found until the physical inventory took place. This resulted in excess inventory becoming obsolete. To resolve these kinds of issues, new ERP/WMS Software was purchased from the company we represent. The computer manager designated to oversee the software implementation was related to the president. Unhappy with the decision, feeling that the 20-year-old software he developed met the company’s requirements, he decided that purchasing the new ERP/WMS Software was the wrong decision and became an obstacle to implementing the software. His behavior resulted in implementation delays. The users, seeing his attitude, lost interest in the project and did not practice what they were taught. The president, with whom I had a long-term working relationship, asked me to meet him for lunch and expressed his concerns about the ERP/WMS Software going live on the targeted date. I asked the president to assign a different person to oversee the project. To prevent a family rift resulting from this action, I suggested the person be called the computer manager’s “assistant.” Extensive individual training should be given to the manager to enable him to get over the fear of learning the new software. After the training ended, the manager got comfortable with the new ERP/WMS Software, assumed the project’s responsibilities and the end users practiced what they were taught every day. Case Study: Benefits of the New Software Twelve months after the company went live with the new ERP/WMS Software, the president invited me for lunch again and told me: “I would like to thank you for helping resolve the issue I had with my relative. It prevented a family rift. The new integrated ERP/WMS Software streamlined the production and enabled my company to ship the products the same day, The company operating costs were lowered and the inventory accuracy is 99.6%.” Key Person Overseeing Implementation The large Distributor who bought the ERP/WMS Software from the company we represent had a computer manager who was eager to learn the new software functions. As soon as the project started, he addressed the users’ concerns about learning the new software and made sure they practiced daily. It resulted in going live on the estimated date and budget. The end users, before having the new ERP/WMS Software, had to access multiple software platforms to retrieve needed information. They were happy being able to retrieve information instantly without having to access multiple screens. this resulted in decreasing their workload and improved customer service. Implementing Software without Parallel Run • Before the Software implementation is conducted, the business requirements study should be conducted and a test environment should be established. • The legacy software data should be downloaded to the test environment daily and verified for accuracy. • Data verification will eliminate the need to run parallel software. • The end users should be trained in a test environment that has the information they are familiar with. • Software vendor key personnel should be assigned to each department i.e. accounting, warehouse, and purchasing. Going Live with New Software • Company-wide tests should be conducted in which the end users create errors in the “test environment” and then be able to correct their mistakes. • If the users cannot correct their mistakes, the going live date should be postponed and additional training should be given. • After going live with the new ERP/WMS Software, the training and technical staff should remain on-site to assist with any issues that might arise. ERP/WMS Software Case Study Attending the event at a major accounting firm I met the large Food Manufacturer/Distributor CEO who was the keynote speaker describing his experience of going live with the new ERP/WMS Software he bought from the software company we represent. “I had a sleepless night before we went live with our new ERP/WMS Software concerned about shipping the daily 800 orders to our customers who depend on us. I was relieved that we didn’t have any issues because the ERP/WMS Software House training and technical team were at our location. If any of the users had an issue, it was immediately resolved. The training and technical team stayed at our location until they were convinced that our users were proficient. I was also pleased that our ERP/WMS Software house Hot Line support personnel are all technical. When my users call, they get an immediate response, and any issues they experience are immediately being resolved.” About SMC & Dani Kaplan: Since 1980, Dani Kaplan has worked with Manufacturers, Distributors, and Food companies as a trusted advisor helping them lower their operating costs, streamline their operations, and control the inventory. Dani can be reached at Dani.kaplan@smcdata.com
Onboarding isn’t just about shaking hands on day one or drowning your new hires in an ocean of paperwork and procedural manuals. FIREPOWER Teams is here to help you find and grow the right team to fuel success and sustainable growth in your small business. Reach out to Maria Forbes and discover the potential of people-powered change in your organization.
Homogeneity among your leadership team is like a decadent creamy chocolate cake: it feels tempting, but when you resist it, you get in much better shape. Increasing diversity on your leadership team leads to better decisions – and better financial results. However we have a natural tendency to surround ourselves with people similar to us: diversity is harder. How do you know whether your leadership team is diverse enough? Why is diversity important? Plenty of research has demonstrated that increasing diversity on your team enhances your top and bottom lines. Among others, as this
If the value of your company would suffer in your absence, the biggest threat to its marketability might be you. “Buyers generally aren’t interested in paying top dollar if the business is overly reliant on the owner for its success.” That excerpt from a long-ago IBG Business article (“article on industry rollups), the company may be worth its book value and little more. Solutions in Print. While Gerber does a masterful job of describing the problem, the real value of The E-Myth and its progeny is that they provide therapeutic steps that can help an entangled business owner execute a pivot, breaking free of their comfort zone and morphing into a more valuable leadership role, maximizing business viability and value separate from their incessant presence and hands-on involvement. In addition, Gerber’s 1995 sequel, The E-Myth Revisited, provides a business development process that serves as a framework for developing turn-key systems throughout an organization to produce predictable results and grow in a sustainable way. Guidance in Person. It should go without saying that we think the E-Myth series is a valuable read for business owners who, looking to sell some day, have decided to get serious about preparing their business to stand on its own two feet. And that’s where IBG often enters the story. For us, the business is the product. To help shape a good company into an attractive acquisition target, we often start our preparatory work two years before the company is ready to go on the market, focusing on such priorities as: cleaning up and recasting financial information; improving cash flows; selling off or disposing of unproductive assets, product/service lines, and inventory; diversifying client and vendor concentrations attracting and developing key employees and fostering an effective management team on which a new owner can rely; identifying and protecting intellectual property and other intangible assets (trademarks, patents, copyrights, and any other proprietary information) that set your company apart from competitors; documenting key processes; and identifying and building on the business’s competitive advantages and attractiveness to the best-fit buyer. In the process, we invariably invest time and energy in the owner, helping them prepare mentally and emotionally for the rigors of the sale experience, and identifying roles in the company’s management and operations that the owner should no longer fill if the business is to achieve optimum value. As a business owner, it’s important to recognize that the value of your company lies not just in its assets and profits, but in its ability to exist independently of its owner. This means taking steps to establish a structure, management environment, and culture that can thrive with or, ultimately, without you. That’s a tall order, one that you don’t need to tackle on your own. To find out how we might help, contact an
By Tim Jung As CFO, you have 60 months before the private equity firm sells your company again. And the newly installed CEO doesn’t like the company’s reports. Maybe the reporting isn’t timely or lacks the right numbers. Maybe it doesn’t tell a story from the progress that has been made, how you’re going to achieve higher revenues, who on the team are the right resources and when this will be realized. Executing this strategy will result in a higher sale valuation. If your lawn is green, you don’t think about it. But if your grass starts to turn brown, you start asking questions. In any case, you have already started the prep work for upgrading the Finance Department. You have a better understanding of where your team fits within the five buckets: People, Process, Technology, Culture and Governance. Now, it’s time to start a three-part process with overlapping stages. This system can take three to nine months depending on your needs. Stabilization This part of the process is mission critical. Stabilization is about making sure people know what they should be doing, what they need to do is being done correctly and when these actions need to be done so reports and analysis are readily available for timely review. Let’s say you make a sale and send the invoice. Was the sale recorded in a timely manner so that various stakeholders along the process could track, forecast and report sales, profitability and cash flow? These actions need to be documented and verified. The company is working hard at selling goods and/or services, however, it may be inefficient at reconciling goods or services sold with billing, accounts receivables and cash receipts. It all may work, but having timely processes, data flow and reports are important to manage the business. If your Finance Department is sending out invoices late due to antiquated manual processes, cash flows could bottle neck from purchase order fulfillment all the way to collections of accounts receivables. Are some of your customers still sending manual checks? Given the trend towards a hybrid working environment, if your team is only in the office once a week, incoming checks may sit uncashed for an entire week. Time is money. To establish an acceptable level of cash flow confidence, you must ask questions pertaining to resources, process and technology. Resources Are the resources capable (e.g., skills, integrity, training) of assuring that the cash flows are being compiled, reconciled and reporting completely, accurately and timely? Do the resources have the capacity to carry out the processes and controls? Processes Is the process coordinated (e.g., information hand off points) from stakeholder to stakeholder along the operational flow so that each stakeholder is receiving what they need? Is the stakeholder passing data to the next stakeholder based on what that person needs as compared to what the prior stakeholder believes the next needs? Are there information gaps that are filled with reasonable assumptions? Technology Does the current technology limit the resources and influence processes (e.g., manual, paper based, spreadsheet-based processes), but in a way that it functions with the basic controls, reviews and process integrity, be it not the most efficient? Are there technology capabilities available that would improve the process and control flow that drives efficiency, cost-effectiveness and allows resources to perform more value-added activities? Transform The second phase of shoring up a finance team—transformation—can begin once deficiencies and opportunities are identified while the stabilization phase is still in flight. During this time, resources can be presented and moved toward a better team-based cross-functionally coordinated approach. Processes can be retooled to remove unnecessary steps, so they provide each stakeholder with the necessary data needed to perform their function efficiently, effectively and timelier. In addition, technology can be enhanced to incorporate capabilities that are available, but not being utilized. Manual processes can be automated to save time and improve controls. In an earlier example discussed in the stabilization phase, several factors could cause your company to fall behind your competition, including uncoordinated processes, a lack of innovation and technology that does not leverage automation. For example, to speed up cash receipts, you could ask your customers to electronically debit your company’s bank account (e.g., ACH, wire transfer). Not only would you turn receivables into cash quicker, there would be less processing time for your finance and treasury teams. Embracing technology, such as utilizing AI functionality, will help the Finance Department with forecasting, which would yield better case management, analysis and decision-making. Leveraging technology may lead to an analysis of personnel and training, which are important variables in the equation. Transition The third and final stage in shoring up the Finance Department centers on transition. At this point, the finance operating platform is functioning, any significant deficiencies should be remediated and the road map to the target operating model has been prepared. If you are working with a third-party partner or an in-house committee, there will come a time when oversight of the program needs to be handed over to the permanent team members so they can carry on. Then, going forward, the finance team is set up for success. In some cases where new skills are required, the upgraded program could include existing resources and new ones. Retraining and, in some cases, recruiting resources that embrace change can continually enhance the process flow and controls to meet the changing business demands. Having the technical skills are the minimum standards. Possessing a forward-thinking attitude without fear of challenging the status quo will provide the framework to conquer whatever impact from the market, clients and accelerated technology. (This story originally appeared in
Methodology to Avoid Business Disruptions A business requirements study is conducted before the software implementation begins. The legacy software database is transferred to the test environment and verified daily for accuracy. Once test-environment data is verified for accuracy the step below will be taken. End users are trained in the test environment that has data with which they are familiar Software Implementation Project managers are assigned to each department i.e., accounting, warehouse, and purchasing. Data accuracy verification in the test environment eliminates the need to run parallel software. Prior to going live with the new ERP-Software, users’ proficiency is determined. To ensure successful going live with new software, training and technical staff remain on site. Client’s Return-on-Investment Imperial Dade: Foodservice and Janitorial Supply The business grew through M&A integrating the acquired company’s software into the VAI ERP Software 100% ROI Payback in 1.1 years Savings: $ 1,194,353 Black River: Produce Distributor 45% ROI, Payback in 2.3 years Savings: $ 1,188,529 Autumn Harp: Cosmetics Manufacturer Boosted Productivity and Reliability Saved $100,000 in one year Dorcy International: Warehouse Automation Increased Efficiencies and Productivity Dropped from a $170,000 variance to less than $5,000 in one year SMC Data Systems, Integrated ERP Software,
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The Steps Below Should be Taken to Prevent the Need for Running Parallel Software Before the project starts, a business requirements study should be conducted. At each day end, the data should be transferred to the new software test environment. Transferred data should be verified on daily basis for accuracy. This data verification eliminates the need to run parallel software. The end users should be trained in the test environment. Project managers should be assigned to each department. Prior to going live, users’ proficiency should be determined. The training and technical staff should remain on site to ensure successful going live. VAI Client’s Return-on-Investment Imperial Dade: Food service and Janitorial Supply Business grew through M&A integrating the acquired company’s software into the VAI ERP Software 100% ROI Payback in 1.1 years Savings: $ 1,194,353 Black River: Produce Distributor 45% ROI, Payback in 2.3 years Savings: $ 1,188,529 Autumn Harp: Cosmetics Manufacturer Boosted Productivity and Reliability Saved $100,000 in one year Dorcy International: Warehouse Automation Increased Efficiencies and Productivity Dropped from a $170,000 variance to less than $5,000 in one year ERP Software Benefits Cloud or Server Options are available VAI ERP software source code is provided and easily customized to meet your various business needs rather than changing your business model to meet the ERP Software requirements Ability to buy unlimited users Integrates with various vendors’ software applications lowering operating costs and improving bottom-line profit Designed for mid-market manufacturing, distribution, and food companies that need fully integrated ERP software Customers’ success stories
The Domino Effect of Having Out-Dated Software Systems. Not having real time information on the fast-moving products. Not having accurate information of the inventory level in multiple locations. No method of tracking Vendor Reliability of ON-TIME deliveries. What are the Results of Excess Inventory? Late shipments will result in production disruption. Order cancellations will result in excess inventory. Reduction of Profit from reduced sales price to move excess inventory. Cash on hand reduced as funds are tied up in unsold inventory. How to Manage the above issues! Replace the outdated software with real time software needed to: Better manage everything related to sales and inventory The Benefits Resulting from Real Time Software! Understanding inventory turns to maximize inventory at item levels. Knowing Vendor Reliability to achieve better product availability! Understanding the inventory availability when managing multiple locations. Customers’ success stories
🤔If your employees could choose their leader, would they choose you? 🎓This is one of the questions of “The CEO Test” by Adam Bryant and Kevin Sharer, which we will discuss at our free CEO Book Club on Tuesday, June 6 at noon EST / 6 pm CET on Zoom. Register
It felt like the only thing we could agree on, is that we couldn’t agree on anything. Have you been there before? We had been discussing our 10-year vision for 45 minutes with the board of directors, and the conversation was going in circles between two opposing views. I felt stuck. I was championing one of these views, I knew that my point of view was right, and I also knew that my emotions were clouding my judgment – I couldn’t see a way out of this deadlock. Why was the other side so stubborn? As the leader of the organization should I simply impose my point of view and be done with this? Arguing is not persuading As this experience illustrates, arguing to prove a point is not the best way to change the minds of other team members. “If anything, arguing makes people more intransigent,” explains
How to increase your EBITDA in Manufacturing; You have tried all cost cutting measures on your shop floor and still not where you want to be? After all initiatives taken, you feel that manufacturing floor looks and feels more chaotic than ever? Here is why it might be so: Every company at their very early stage of their life cycle are pretty lean. The product, the clients and process are as simple as they can be. But during the course of time the product lines, the clients increase and processes start getting complicated. It becomes hard to follow the product, catch the delivery dates etc. The cost starts building up in the parallel. It comes to a boiling point and EBITDA starts suffering. Company urges to take some actions. And most of the time, as a patient w/o seeing a specialist, looks for some shortcut cure to fix the problem. And guess what? instead of cutting the fat they start cutting from the muscle. Worse than that the lack of follow up on improvement measures due to the daily fire fighting activities starts not going hand in hand. Most of the time the improvements are the ones fall off. That’s when employee morale, trust in management that the problems will be solved starts suffering as well. People start leaving the company and know-how disappears with people leaving as it is in people brains instead of in the DNA of the company. The daily life of employees who decides to stay on board becomes even harder and heavier. So they give up and come to work just to come to work and do the job. The value they add gets limited in time. If this sounds similar to what you are going thru or your client has been facing a similar situation let’s discuss!
Managing Today’s Reality of Excess Inventory: The Domino Effect of Having Out-Dated Software Systems. Not having real time information on the fast-moving products. Not having accurate information of the inventory level in multiple locations. No method of tracking Vendor Reliability of ON-TIME deliveries. What are the Results of Excess Inventory? Late shipments will result in production disruption. Order cancellations will result in excess inventory. Reduction of Profit from reduced sales price to move excess inventory. Cash on hand reduced as funds are tied up in unsold inventory. How to Manage the above issues! Replace the outdated software with real time software needed to: Better manage everything related to sales and inventory The Benefits Resulting from Real Time Software! Understanding inventory turns to maximize inventory at item levels. Knowing Vendor Reliability to achieve better product availability! Understanding the inventory availability when managing multiple locations. For additional information visit our website
COREnology is the first behavioral finance tool developed to help advisors identify, track and grow clients’ core values, beliefs and goals. Soon after David York and Andrew Howell started their estate planning law firm they noticed a glaring disconnect between what mattered most to their clients’ and how their clients were managing their wealth. Families were preparing wealth for their children, but were not preparing their children to have wealth. They knew how to gain wealth, but not how to be wealthy. When David and Andrew looked at the families that were successful at growing and transferring their wealth, they noticed some consistent trends. These families knew: Who they were What they valued What they believed Together David and Andrew wrote a book titled “
You have been working on the transaction for months. The business has gotten healthy with great valuation increase. Now is the time to get it across the finish line. Then… The owner struggles with the emotions of relinquishing the business. The owner gets overwhelmed with the process and gets cold feet. The owner’s health starts to decline changing the parameters of the sale. The owner’s spouse or child has an emergency or health crisis distracting from the final steps of the sale. The owner backs out due to fear of how to stay relevant and influential without the business. In the past most of the emphasis has been on financial planning and finance-related goals. When you have an expert on your team focused on the Wellness Portfolio alongside the owner’s financial and the business’s M&A portfolio, these delays are prevented and addressed.
Qualified Small Business Stock is a type of stock that includes immense tax relief for investors. Those benefits serve to stimulate investment in small businesses by mitigating the tax consequences that attach to their returns. Below is an article that discusses the definition of QSBS, the relevant IRC section at play, the tax benefits flowing from QSBS, the standards for obtaining QSBS, and the costs and importance involved in gaining a QSBS certification. What is Qualified Small Business Stock? Qualified Small Business Stock is that class of stock issued by a small C corporation that meets specific qualifications specified in the Internal Revenue Code. It enables the investor in QSBS to exclude from federal income taxation up to 100% of the capital gain realized upon the sale of such stock, provided certain requirements are met. The provision is meant to incentivize investment in startups and small businesses as a means of promoting innovation and driving economic growth. Governing Section of the Internal Revenue Code Treatment of QSBS is given under Section 1202 of the Internal Revenue Code. This section was enacted as part of the Revenue Reconciliation Act of 1993 and has undergone several amendments to expand the benefits available to investors. Section 1202 outlines those requirements that must be satisfied for stock to qualify as QSBS, along with particular tax benefits available to the investors. Examples of Qualified Small Business Stock Tax Benefits Investing in QSBS offers substantial benefits in terms of tax. Example: Exclusion of Capital Gains: Depending on when the QSBS was acquired, up to 100% of the capital gains from the sale of QSBS can be excluded from federal income tax. The exclusion percentages are as follows: 50% of the stock acquired from August 11, 1993 to February 17, 2009. 75% for stock acquired between February 18, 2009 and September 27, 2010. 100% for stock acquired after September 27, 2010. Limitation on Gain: The amount of gain to be excluded is limited to the greater of $10 million or ten times the adjusted basis in the stock. The generous cap allows for significant tax savings by investors. The Alternative Minimum Tax (AMT) stipulates that gains exempted under Section 1202 do not qualify as preference items for the purposes of AMT, potentially offering supplementary tax relief. State Tax Benefits: Some states follow federal QSBS exclusion rules, giving additional state tax benefits. Investors should check the particular rules of the state pertaining to QSBS. How to Meet the QSBS Requirements To qualify for QSBS treatment, certain requirements must be met: Qualified Small Business: The issuing corporation must be a domestic C-corporation and it must meet the definition of a “qualified small business.” A qualified small business is one in which the corporation’s aggregate gross assets do not exceed $50 million at any time before and immediately after the issuance of the stock. Active Business Requirement: During at least 80% of the period the investment is held, assets of the corporation must be used in the active conduct of one or more qualified trades or businesses. The following types of businesses specifically do not qualify:. The stock must be obtained directly from the corporation when the stock is originally issued, in exchange for money, other property but not stock, or as compensation for services. Holding Period: The investor must hold the QSBS for more than five years to qualify under the capital gains exclusion. These requirements are often complex to navigate, and guidance is usually sought from a tax specialist to ensure compliance with the law. What is a Qualified Small Business Stock Attestation? A Qualified Small Business Stock Attestation is the declaration of a corporation; a formal statement that the stock of the particular corporation meets all the qualifications necessary for the classification to be deemed a QSBS under Section 1202 of the Internal Revenue Code. This certification gives assurance of qualification both to investors and the tax authorities, confirming the eligibility for the tax advantages to the owners. Importance and Cost of a Qualified Small Business Stock Attestation Investor Confidence: It enhances investor confidence because the attestation is basically a documented proof that the stock is qualified for favorable tax treatment; thus, making it more attractive to prospective investors. Tax Compliance: An attestation plays a crucial role in confirming adherence to tax regulations and can promote more efficient engagement with tax authorities. It functions as proof that the corporation satisfies the QSBS requirements, which may streamline the tax reporting procedure. Risk Mitigation: The attestation works by giving a risk mitigation of disputes or challenges in the future that may develop in the mind of the IRS about the stock’s QSBS status. Cost The costs for obtaining a QSBS certification will depend on many factors, such as the extent of complexity of the company’s organizational structure and how much any given professional services company charges for providing the certification. In most cases, the costs range between several thousand to tens of thousands of dollars. Regardless of the monetary investment, the tax advantages likely to be gained for the backers, coupled with increased certainty of conformity, could make the expense a wise investment. Conclusion Qualified Small Business Stock provides substantial tax advantages to investors in the interest of enabling small businesses to energize the economy. Controlled by Section 1202 of the Internal Revenue Code, QSBS enables considerable exclusions from federal income taxation of capital gains. However, fulfilling these requirements can be tricky, and the ability to get a QSBS attestation may provide much value through assurance with compliance and qualification for huge tax benefits. Although obtaining such certification does involve some costs, the potential tax incentives and reduced liabilities make it an important consideration for companies and investors alike.
Depending on who you are talking to, Private Equity is either the Great Satan or the savior of small and mid-market companies in the United States. The stories depend a lot on the personal experience of the speakers. Once a vehicle for high-risk investment plays in corporate takeovers (see Bryan Burrough’s Barbarians at the Gate,) Private Equity has morphed into tranches where specialists seek opportunities in everything from a Main Street entrepreneurship to multi-billion-dollar entities. What is Private Equity? The term itself is relatively generic. According to Pitchbook, there are currently 17,000 Private Equity Groups (or PEGs) operating in the US. The accepted business model for our purposes is a limited partnership that raises money to invest in closely held companies. The purpose is plain. Well-run private businesses typically produce a better return on investment than publicly traded entities. The current Price to Earnings (or PE – just to be a little more confusing) ratio of the S&P 500 is about 27.5. This is after a long bull market has raised stock prices considerably. The ratio is up 11.5% in the last year. That means the average stock currently returns 3.6% profit on its price. Of course, the profits are not usually distributed to the shareholders in their entirety. Compare that to the 18% to 25% return many PEGs promise their investors. It’s easy to see why they are a favorite of high net worth individuals, hedge funds and family offices. As the Private Equity industry has matured and diversified, they have even drawn investment from the usually more conservative government and union pension funds. Private Equity Types Among those 17,000 PEGs the types range from those who have billions in “dry powder” (investable capital,) to some who claim to know of investors who would probably put money into a good deal if asked. Of course, which type of PEG you are dealing with is important information for an owner considering an offer. private equity moneyThe “typical” PEG as most people know it has a fund for acquisitions. It may be their first, or it may be the latest of many funds they’ve raised. This fund invests in privately held businesses. Traditionally PEGs in the middle market space would only consider companies with a free cash flow of $1,000,000 or greater. That left a plethora of smaller businesses out of the game. For a dozen years I’ve been writing about the pending flood of exiting Boomers faced with a lack of willing and able buyers. I should have known better. Business abhors a vacuum. Searchfunders Faced with an overabundance of sellers and a dearth of capable buyers, Private Equity spawned a new model to take advantage of the market, the Searchfunders. These are typically younger individuals, many of whom graduated from one of the “EBA” (Entrepreneurship By Acquisition) programs now offered by almost two dozen business schools. These programs teach would-be entrepreneurs how to seek out capital, structure deals, and conduct due diligence. Some Searchfunders are “funded”, meaning they have investors putting up a stipend for their expenses. Others are “self-funded.” They find a deal, and then negotiate with investment funds to back them financially. Both PEGs and Searchfunders seek “platform” companies, those that have experienced management or sufficiently strong operational systems to absorb “add-on” or “tuck-in” acquisitions. The costs of a transaction have bumped many seasoned PEGs into $2,000,000 and up as a cash flow requirement. Searchfunders have happily moved into the $500,000 to $2,000,000 market. In the next article we’ll discuss how PEGs can promise returns that are far beyond the profitability of the businesses they buy.
Early last month, the Occupational Safety and Health Administration (OSHA) proposed the Heat Injury and Illness Prevention in Outdoor and Indoor Work Settings rule. The aim is to curb heat related injuries or death which OSHA identifies as “the leading cause of death among all hazardous weather conditions in the United States.” The proposal places new responsibilities on employers: establishing heat thresholds, developing Heat Injury and Illness Prevention Plans, regularly monitoring temperatures, and establishing safety measures when heat thresholds are met. This rule is yet to be finalized however, it is a sign of what’s to come. The standard applies to all employers except for the following: Work activities for which there is no reasonable expectation of exposure at or above the initial heat trigger. Short duration employee exposures at or above the initial heat trigger of 15 minutes or less in any 60-minute period. Organizations whose primary function is the performance of firefighting and other certain emergency services. Work activities performed in indoor work areas or vehicles where air conditioning consistently keeps the ambient temperature below 80°F. Telework (work from home). Sedentary work activities at indoor work areas that only involve some combination of the following: sitting, occasional standing and walking for brief periods of time, and occasional lifting of objects weighing less than 10 pounds. Heat Thresholds There are two heat thresholds which will trigger employer action: An “initial heat trigger” means a heat index of 80°F or a wet bulb globe temperature (defined below) equal to the National Institute for Occupational Safety and Health (NIOSH) Recommended Alert Limit; and A “high heat trigger” means a heat index of 90°F or a wet bulb globe temperature equal to the NIOSH Recommended Exposure Limit. The “heat index” is calculated by measuring the ambient temperature and humidity. Wet bulb globe temperature is a heat metric that considers ambient temperature, humidity, radiant heat from sunlight or artificial heat sources and air movement. Employers may choose either method of measuring the temperature. Heat Injury and Illness Prevention Plan (HIIPP) Requirements If an employer does not fall under the exceptions, it must develop a HIIPP with the input of non-managerial employees and their representatives for occasions when the heat threshold is surpassed. This plan may vary on the worksite but must be written if the employer has more than 10 employees and use a language employees will understand. The HIIPP must contain: A comprehensive list of the type of work activities covered by the HIIPP Policies and procedures needed to remain compliant with the standard. Identification of which heat metric the employer will use heat index or wet bulb globe temperature. A plan for when the heat threshold is met. Along with creating the HIIPP, employers must designate one or more “heat safety coordinators” responsible for implementing and monitoring the HIIPP. The HIIPP must be reviewed at least annually or whenever a heat related injury or illness results in death, days off work, medical treatment exceeding first aid, or loss of consciousness. Employers must seek input from non-managerial employees and their representatives during any reviews or updates. The definition of “representative” is not defined; if this is broadly defined, this could be a major complexity employers must face. Identifying Heat Hazards Employers must monitor heat conditions at outdoor work areas by: Monitoring temperatures at a sufficient frequency; and Track heat index forecasts or Measure the heat index or wet bulb globe temperature at or as close as possible to the work areas. For indoor work areas, employers must: Identify work areas where there is an expectation that employees will be exposed to heat at or above the initial heat trigger; and Create a monitoring plan covering each identified work area and include this work area in the HIIPP. Employers must evaluate affected work areas and update their monitoring plan whenever there is a change in production processes or a substantial increase to the outdoor temperature. The heat metric employers choose will affect the thresholds. If no heat metric is specified, the heat metric will be the heat index value. Employers are exempt from monitoring if they assume the temperature is at or above both the initial and high heat trigger, in which case they must follow the controls below. Control Measures When Heat Triggers are Met When the initial heat trigger is met, employers must: Provide cool accessible drinking water of sufficient quantity (1 quart per employee per hour). Provide break areas at outdoor worksites with natural shade, artificial shade, or air conditioning (if in an enclosed space). Provide break areas at indoor worksites with air conditioning or increased air movement, and if necessary de-humidification. For indoor work areas, provide air conditioning or have increased air movement, and if necessary de-humidification. In cases of radiant heat sources, other measures must be taken (e.g., shielding/barriers and isolating heat sources). Provide employees a minimum 15-minute paid rest break in break areas at least every two hours (a paid or unpaid meal break may count as a rest break). Allow and encourage employees to take paid rest breaks to prevent overheating. At ambient temperatures above 102° F, evaluate humidity to determine if fan use is harmful. Provide acclimatization plans for new employees or employees who have been away for more than 2 weeks. Maintain effective two-way communication between management and employees. Implement a system to observe signs and symptoms of heat related problems (e.g., a Buddy system). When the high heat trigger is met, employers are additionally required to: Provide employees with hazard notifications prior to the work shift or upon determining the high heat trigger is met which includes: the importance of drinking water, employees right to take rest breaks, how to seek help in a heat emergency, and the location of break areas and water. Place warning signs at indoor work areas with ambient temperatures exceeding 102° F. Other Requirements Training: all employees and supervisors expected to perform work above the heat thresholds must be trained before starting such work and annually. What’s Next? The rule is yet to be published in the Federal Register. Once this happens, there will be a 120-day comment period when all members of the public may offer OSHA their opinion about the rule. Whether this rule comes to fruition may also depend on which party wins the White House. Furthermore, if finalized this rule would likely be challenged in the courts, which now have more discretion to overrule agency rules following the US Supreme court case of Loper Bright Enterprises v. Raimondo and Relentless Inc. v. Department of Commerce (overturning the Chevron deference decision). Employers should review their heat illness prevention policies to maintain compliance with regulations. If you have questions, call competent labor and employment counsel. Brody and Associates regularly advises management on complying with the latest local, state and federal employment laws. If we can be of assistance in this area, please contact us at info@brodyandassociates.com or 203.454.0560
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