The Values in Value

Preface: The incorporation of extraordinary customer service values, superior client satisfaction values, and a value of team excellence developed in your business,  you will ultimately reward you as an entrepreneur. Every aspect of your business culture develops from values. Extraordinary value is the result of extraordinarily developed teamwork values.  

The Values in Value

Credit: Donald J.  Sauder, CPA

Your business values determine your business’s value in the long term. Values are the desired culture of your business–-the behaviors of your company. Why should your business develop and adhere to values? It gives your business a philosophical heartbeat; it’s what you do for your customers. Simply, that’s how you develop value in business–with the value of your business’s services and/or products.

Bright Horizon Family Solutions employs 25,000 people in the US and UK. When Roger Brown and Linda Mason started the business in 1986 to provide high quality child care at workplace centers, little did they imagine what was in store. Less than 30 years later the company has $1.2 billion in revenues with 16,000 employees in the US. With early education and preschool services, Bright Horizon Family Solutions has a simple core value statement with the acronym HEART–-Honesty, Excellence, Accountability, Respect, and Teamwork. This is the culture of the business. Employees of Bright Horizons demonstrate these cultural values every day. And it works, because employees are committed to continuing a cultural value of honesty, excellence, accountability, respect, and teamwork, every day in the workplace. It’s the guiding compass to the service they provide to their clients-–the parents who entrust their children’s care to Bright Horizons.

Today’s business environment often has debased values. But that’s not to say your business should debase values, too. Bright Horizons wouldn’t be at $1.2 billion in revenue in their industry without adhering to extraordinary core values.

What can adhering to core values do your for business? Four categories of values can exist, according to Patrick Lencioni. They include core values, aspirational values, permission-to-play values, and progress values.

Core values are those deeply engrained in management and the board’s actions and behaviors. Core values are the cultural cornerstones of a business. Core values should be adhered to at all costs. Core values provide a solid foundation for setting the cultural tone as new opportunities and markets develop.

Aspirational values are those values that a business strives to obtain in the future. The aspirational value of better balance between work and home life may develop, with the desire to work around the schedules of employees who need flex time , or the flexibility to work a certain number of hours within a set time frame. Maybe today your business cannot provide flex hours, but it can strive towards that value in the future.

Permission-to-play values are the minimum standards required to get hired. You can create a set of permission-to-play values for new employees. But permission-to-play values should not be core values.

Progress values arise from marketplace trends. For instance, the value of autonomous employees can develop as your culture grows and your workforce learns what’s required to succeed, a culture that’s more than just a paycheck.

Why should you set values in your business? You need to develop a culture built on a set of principles that are fundamental and strategically sound for building your business. To relook at Bright Horizons values, it is the belief in the work environment of Honesty, Excellence, Accountability, Respect, and Teamwork that earned them the trust of millions of customers–and billions in revenues.

You need to weave core values into every area of your business, from marketing, to hiring, to research and development, to installation. If your employees come to work every day understanding that they work for a business with extraordinary values, where they are held to high standards or extraordinary standards, you will differentiate your business from the competition. You will achieve more from everyone on the team.

Don’t for a moment think that incorporating values is easy. It’s not. But if a little work on exceptional core values seems daunting, think about fixing the problems resulting from the absence of values. You probably already have values that govern your business, but maybe they are unwritten and not communicated or not understood. Document what your business values and what you envision those business values too be.

If you incorporate extraordinary values, or develop them in your business, when every aspect of your business culture grows from those values, you will ultimately reward yourself and your employees with extraordinary value (tangible and intangible).






Taxing Decisions – Business Entity Taxation

Preface: Tax practitioners are often requested to provide advice for entrepreneurs starting a new business. Although non-tax angles are an important degree and should not to be discounted even slightly, often entrepreneurs are more concerned with the central tax considerations of a new venture. This blog is written to help entrepreneurs navigate business entity decisions from a tax perspective.

Taxing Decisions – Business Entity Taxation

 Credit: Donald J. Sauder, CPA

The three main business entities often considered with entrepreneurial ventures are 1.) partnerships 2.) corporations 3.) limited liability company (LLC).


A partnership is pass-through entity with all business revenues and expenses attributable to profit motivated activities transferring from the business tax filing, e.g. Federal Form 1065, to the owners via a Form K-1. The K-1 encompasses the tax attributes applicable to the holder(s) of the partnership interests, i.e. an individual or say another partnership.

For example, let’s say a partnership has $5,000 of net income for the year with three owners at 33.3% interests would pass through $1,665 of income on each K-1 to the individuals to report as revenue on their individual 1040 tax filing. The revenue would be taxed at the applicable tax filing status and rate, differing for each owner’s specific taxable position. Typically, personal tax rates are lower for married filing jointly tax payers, under current tax laws vs. single. Partnerships can be either general or limited liability. Talk with your trusted counsel with regards to applicable legal risks on partnership structures.

Limited Liability Companies

Limited liability companies (LLC) can be taxed as either a partnership, corporation or sole proprietorships. LLC’s are here to stay and have a practical place in entity selection in today’s business marketplace. An LLC taxed as a partnership files the same Federal Form 1065 as a partnership, but provides owner with limited liability protection, e.g. a veiling of state legislated legal protection only afforded corporations in prior decades. LLC’s taxed as partnerships can be either member managed, or manager managed. Management is determined by the operating agreement. Talk with your trusted counsel with regards to applicable legal risks on LLC structure relevant to your state. LLC’s also have the option to be taxed as C-Corporations or S-Corporations in the State of Pennsylvania.


C-Corporation taxation assesses a tax on income of a business at a tax rate separate from the individual shareholder. For discussion purposes, net income more than $50,000 is taxed a higher rate exclusive the shareholders individual tax position. Losses in C-Corporations are suspended inside the business, and cannot offset income from other sources for active owners. After paying the tax in a C-Corporation, the dividends distributed to ownership are again taxed at qualifying dividend rates, i.e. 15%. The distribution of the net taxed earnings, taxed again, resulting in double taxation. For this reason, there are few reasons for small businesses to use the C-Corporation tax structures. In addition, C-Corporations in Pennsylvania pay taxes at a rate of 9.99% vs. individual rates of 3.07%. Therefore every $25,000 of earnings in a C-Corporation costs $1,730 more than pass-through earnings on a K-1, say in a partnership just on the state tax. A C-Corporation in Pennsylvania earning $100,000 could easily pay in-excess of $50,000 in taxes per year, on net distributed income, or greater than a 50% tax rate. Current laws plan to reduce Federal tax rates only to 20%. State rates and dividend rates would remain at similar current 2017 percentages.

Corporations can elect S-Status with a Form 2553 filing, if they meet certain requirements, e.g. one class of stock, fewer than 100 shareholders, qualifying stockholders, i.e. individuals say. S-Corporations provide veiling protections, as does an LLC, but under the stated corporation umbrella. Earnings and losses pass-through to owners on a K-1, like the partnership taxation.

Entity selection for your business is both a taxing tax and legal question. Compensation of ownership, methods of accounting, ownership tax rates, social security tax implications on business and wage earnings, and projected future revenues are all pertinent factors in decided on a business entity that is optimal.


There are often ambiguous answers and no bold lines to the entity selection decisions in many entrepreneurial situations. Appropriate counsel is advised. However, in Pennsylvania the LLC is an increasingly common entity vehicle, providing permissible tax flexibility for a “belt or suspenders” option with regards to partnership or corporate taxation, when multiple owners are involved; or with one owner, sole proprietor or corporate taxation. Opinions vary. You are now advised to make an informed decision.

This blog is written for education and informational purposes only and is not to be construed as tax, legal or accounting advice. Consultation with your accredited advisors are imperative and advised before making any business decision, especially entity selection in this context.

SAFE Entrepreneurship

Preface: Simple Agreement for Future Equity (SAFE) provides entrepreneurs with an option towards simplified financing on business ventures. While federal taxation can be a puzzle on a SAFE, the hybrid financing method has a place for certain ventures. This blog is to provide funding ideas for ventures to entrepreneurs who want to enjoy a first mile.

SAFE Entrepreneurship

Credit: Donald J. Sauder, CPA 

In recent years, a hybrid financing structure for start-up businesses has been introduced to the marketplace termed “Simple Agreement for Future Equity” (SAFE). Convertible debt has been used for decades to finance entrepreneurship. The SAFE is created to improve upon convertible debt with common characteristics:

  1. Conversion provisions for an early exit from the investment
  2. SAFE’s are not classified as a debt instrument, since they do not have a maturity date, so there is a chance the SAFE never converts to equity or repayment occurs; simplifies rules of startup financing.
  3. Since it is not a loan, there is no accrued interest
  4. Simplified documentation of the uniform agreement (if agreed to) saves start-ups and investors legal fees and reduces negotiations of the terms of the investment.

Their are typically only two main negotiation terms for a SAFE , 1) valuation capitalization 2) Discount Rate.

The negatives of a SAFE are that they require incorporation of the investment; and investors assume all the risk since there is no priority decision to convert the debt; then founders typically receive less equity too, i.e. hinged to the negotiation of SAFE terms.

While SAFE tax treatment can be a puzzle of objective determinations and subject to tax court rulings, typically SAFE financing is more an equity investment than debt for federal taxation and highly sensitive to facts and circumstances; individual ruling differ. SAFEs are an ultimate gray area of tax codes.

Why a SAFE is advised

Most large business ideas are fueled with cash. A SAFE provides that cash with less risk to a business founder. SAFE has several advantages. First, a SAFE has no accruing interest rates on the investment, e.g. no cash outflow deadlines to investors while building the business. Secondly, with a SAFE most of the risk is passed to the investors.

Because a SAFE, if conversion occurs to equity, is on pre-negotiated terms in connection to future priced equity rounds, the post-money and pre-money basis are crucial. While a SAFE can be simple, if you’ve a venture capitalist who knows the street, modified terms require a good attorney to walk the path towards equity on the modified terms, before a pending conversion occurs. Spend the time and money to get it right.

SAFE financing has a real place in the business financing marketplace. Before you embark on a SAFE financing your advised to talk with a security attorney, then decide how much equity and control your willing to sell; and lastly, keep it simple.

Like all business financing, you need willing investors, but a well-planned, strategic SAFE can fund your business idea’s; and get them on the runway with a low risk financing.

This blog is for educational purposes only, and not be construed as tax, business, or legal advice. Talk with you accredited advisor before considering any SAFE decisions.

Tax Planning with Analytics

Preface: If you’ve never respected analytics on tax decision before, you’d be advised to begin today. 2008 is long-forgotten for the majority.  Analytical financial management in your tax planning for all entrepreneurs is well-advised for a business, as this blog exemplifies, for successful continuous financial performance.

Tax Planning with Analytics

Credit: Donald J. Sauder, CPA

Tax planning as an ultimate objective should be a balanced approach of analytical and financial management towards tax expense minimization. If you’ve been an entrepreneur for years, or are new to business, you may already have workable ideas to minimize federal and state taxes and keep more for yourself.

In this blog, we’d like to consider a financial management concept that too many entrepreneurs omit, or have never considered when managing their tax planning – debt management. As your business develops this concept is vital. Sole proprietorships are likely not the subject of this blog, but more so businesses with 5 to 35+ employees.

Maybe your advised to borrow on your line of credit, or call your friendly banker for a term loan on that new truck, machine or other high tech equipment to reduce this years taxes. Here’s a conversational excerpt.

“Hey Joe, if I purchase that new gadget for $75,000 what will it save me in taxes” entrepreneur Ulrich inquiries? “Well, you’re in a 30% tax bracket and therefore you will save $22,500 in taxes”, accountant Joe responds. “Given that the business tied up all working capital increases during the year in expansion of employee overhead and a few new vehicles” Joes says, “we’ll need to finance most of the $75,000 to keep our liquidity levels in the green”. “No problem” Ulrich responds, “I’m sure banker Jerry will give us the credit”. “I’ve can put that $22,500 to better use than the IRS”.

What questions arise from the above conversation? First, the question was simply about tax savings. There was a mention of working capital balances, but there was no consideration of analytics, i.e. say debt to equity levels, or cash flow EBIT. This is an important fact. The implementation of the above tax strategy to a highly-leveraged business only increases balance sheet risk, in that the additional equipment requires additional sales, and additional overhead of employee costs, workers comp, etc., for implementation of the new or additional gadget. This increases cash flow leverage to finance the said term loan, typically for five or seven years. A resulting circular equation of debt financed tax planning.

One mistake I’ve seen too often, is that entrepreneurs become very animated about tax costs, and leverage the balance sheet to reduce the tax expenses in the current year or cumulative years, when they should apply logical analytics for successful financial management balanced with tax costs. This myopic approach to tax expense reduction is risk fraught, because it only defers the tax expense. Here’s how the tax deferral works.

How will Ulrich pay the $75,000 loan? He will need to earn $75,000 of net income in future years, at a multiple of 1.3 for the tax effect plus interest expenses. This multiplier is likely 1.4+ depending on financing terms. Plainly said Ulrich will to earn $97,500, before interest expense to pay for the gadget in future years. All principal payments to the bank are likely from future year taxable net income. Therefore, if cash flows tighten, on a leveraged balance sheet, this myopic tax planning approach of prior year cumulative tax deferral could lead to an entrepreneur being overleveraged in the future, i.e. too much debt, on assets, e.g. equipment, that have cash flow production risks. In addition, the planned increased income generated from the gadget will result in increased future years tax expenses too, as stated before.

There is no guarantee of customer purchasing power for your business tomorrow. Three years of marginal debt financed tax planning can lead to an overleverage business, i.e. 25% of equity to assets. If the marketplace turns, the business balance sheet will not sustain operations financing, and very quickly the banker will be calling about the monthly term loan payments, and you will be calling your accountant who hopefully didn’t advise the loan.

Therefore, when tax planning, you’re now advised to look analytically at your balance sheet alongside your tax savings. The balance sheet strength, i.e. equity, can only increase with net tax income or capital contributions. Contributing capital for sustained operations on a continuous basis is not the picture of successful business. Now, debt financed tax planning may sometime be a prudent option for businesses, but advised only after considering the analytical metrics of your business.

If you’ve never respected analytics on tax decision before, you’d be advised to begin today. The 2008 economic malaise is long-forgotten for the majority. Be proactive and manage your business tax planning with a comprehensive analytical approach, and count the cost/benefit of paying taxes to build equity for an optimized business with strong financial pillars. Analytical financial management in your tax planning is well-advised for a successful business and for all entrepreneur’s.

Control Cash Flight with Statements of Cash Flow

Preface: Statements of cash flow are a keystone statement to accountants. Statements of cash flow always tell the truth. Are operating cash flows positive and robust? What are the cash sources and uses? This blog helps readers understand the value of cash flow analysis. 

Control Cash Flight with Statements of Cash Flow

Credit: Jake M. Dietz, CPA

“For riches certainly make themselves wings; they fly away as an eagle toward heaven,” according to Proverbs. Entrepreneurs sometimes painfully experience the flight of cash from the business. Sometimes cash flies away and nothing can keep it. Maybe the economy or a disaster destroys it. Other times, however, a wise entrepreneur can take steps to avoid the problem of no cash.   The statement of cash flows is a tool that business owners can use to study historical cash changes as they prepare for the future. If an entrepreneur understands past cash flows then they may be able to predict and prepare for future changes in cash.

The statement of cash flows shows what happened to your cash over time. A statement of cash flows can be generated from certain accounting software, although it may need some classification to be useful. If a bookkeeper or accountant prepares your financial statements, consider asking them for a statement of cash flows. Perhaps your profit and loss is showing a profit, but your cash is down.

Where did the cash go? This question can vex business owners, but a properly prepared statement of cash flows can help answer that question. If accounts receivable has gone up, then the statement of cash flows will reveal that you have more uncollected accounts receivable. Those accounts receivable are showing up on the profit and loss statement as sales, but the cash is nowhere to be seen.

If your company is ramping up inventory for a busy time, then the correct way to account for those expenditures is as inventory, which keeps it off the profit and loss statement until sold. You may notice a cash crunch, even if the inventory is not affecting profitability because it was not deducted yet.

Why bother studying the statement of cash flows? Why not just look at the bank account and see if there is money there? Understanding what happened in the past can be satisfying, but more importantly it can help business owners and managers prepare for the future. If cash is tight now, it might be tight again in the future. If the causes of a shortage are understood, then a company may be able to minimize the shortage in the future.

If the cash crunch is from not collecting accounts receivable fast enough, then considering taking measures to change that. Below are some possible action items.

  • Ask customers for a deposit
  • If customers already give a deposit, consider asking for a larger deposit percentage
  • Consider sending the initial invoice sooner, or emailing/faxing it so it gets to the customer sooner
  • Consider calling customers that are behind on their payments and sending them statements

If the cause of the cash crunch is from increased inventory, consider taking some of these steps to address it.

  1. Reduce amounts of inventory, perhaps by implementing lean procedures
  2. Ask the vendor if they would store the inventory on your site or nearby, allowing you to wait to buy it but still having it quickly available.
  3. Set aside some cash when it is available to fund inventory increases when they are necessary
  4. Considering negotiating longer payment terms with creditors
  5. Consider obtaining a line of credit from the bank

Although the tendency of cash may be to fly away, use the statement of cash flows to understand the flight patterns of your cash. If the flight patterns of cash are understood, then you may find it easier to plan to have cash on hand. If you are not currently viewing your statement of cash flows periodically, consider starting to look at this informative statement. If it is confusing or inaccurate, ask an accounting professional for help.

Summary of Proposed Tax Legislation for Individuals and Businesses

Preface: This blog out lines the proposed changes in the tax laws from the Tax Cuts and Job Acts introduced by the House on November 2.

Summary of Proposed Tax Legislation for Individuals and Businesses

Credit: Donald J. Sauder

The House introduced a tax revision to individual and business tax codes on November 2, 2017. The 400+ pages of the introduced tax plan, propose lower tax rates for both business and individual taxpayers. In addition a change to numerous tax credits, and other tax provisions in the plan are for individual taxpayers relevant to say itemized deductions and exemption modifications.

While the tax bill has additional hurdles to clear before passage to law, we think it relevant to keep you apprised of tax code revisions pertinent to your tax filings looking towards 2018.

Individual Highlights

Firstly, individual tax rates are proposed to be simplified to four rates in 2018, e.g. 12, 25, 35, and 39.6 percent. Individual tax payers would be in a 12% effective rate up to $90,000 MJF income or $45,000 filing individually. The 25% bracket would be from $90,000 – $260,000 for MFJ filers, and $45,000 – $200,000 for individual filers; over a $1m would be taxed at 39.6% for MFJ filers. The child tax credit would increase, with a $300 credit for non-child dependents. The proposed plan does not change taxation of qualified dividends or capital gains, nor the Affordable Care Act (ACA) net investment tax or additional Medicare taxes. A joint proposal was filed on November 1, to repeal the employer shared responsibility and individual responsibility required form the ACA.

Standard deductions with the plan are proposed to increase 100% to $24,200 for MFJ filers and $12,200 for individual filers. This is designed to result in fewer itemized deductions. With the increased itemized deduction, it is believed that charitable contributions will decline to non-profit organizations, with less encouragement on the tax benefits for 20%+ of taxpayers who will not benefit from itemized taxes, i.e. simplified tax code. Secondly, with a higher itemized deduction, it is thought to likely have an impact on real estate prices from lower incentive for home mortgage deductions on itemization. The real estate tax deduction would be limited to $10,000.

Federal estate taxes are proposed to be repealed after 2023, with an increased estate exemption increased to $11.2m per person, or $22.4m for couples, for the 2018 tax year. AMT taxes would be erased with the proposed tax provisions beginning in 2018.

Business Highlights

The proposed House Bill sets a 20% corporate tax rate; with a current maximum of 35%, it provides relief for corporations taxed at towering tax costs, and provides incentive to keep businesses from shifting activity out-side borders. In addition, qualified property could be deducted 100% in the current year of purchase, for five-year property, placed in service after October 1, 2017. The Bill would also temporarily increase Section 179 expensing limits to $5m, with a phase-out at $20m for tax years before 2023. This increase would benefit capital expenditure intensive businesses, e.g. transportation and agricultural.

The Code Section 199 domestic production activities deduction, and non-real property like kind exchanges would be eliminated entirely. Those repealed current tax benefits would result in higher taxable income, albeit, at a lower rate for some businesses. The Bill keeps the research and development credit intact. Companies with higher interest costs would have a cap at 30% of adjusted taxable income on interest expenses, with exceptions for some entrepreneurial businesses.

Partnerships, S-Corporations and sole proprietorships paying tax at the pass-through rates currently in place for 2017, would see a top tax rate of 25% for 2018. The Bill proposes a tax fence for services provides, e.g. doctors or lawyers, to prevent the converting of service compensation to business income at the flat 25% rate.

Although there are numerous benefits to the proposed Bill, as with all tax changes, this proposed plan has both rewards and costs relevant to specific taxable circumstances.

This is not to be construed to be tax advice, and is for informational purposes only. Please consult with your tax advisor for specific tax advice and/or before making any tax decisions.

Construction Finance with Completed Contract Accounting

Preface: Construction contract accounting can get complicated, and the IRS allows taxpayers various methods to account for it. This blog will look at the completed contract method of accounting. The completed contract method is a method of accounting for long-term contracts; this blog assesses both advantages and disadvantages of the accounting method.

Construction Finance with Completed Contract Accounting

Credit: Jacob M. Dietz, CPA

How does it work?

The completed contract method of accounting records the income and related costs of a contract in the accounting period in which it is completed. For example, suppose ABC Construction, LLC begins building a house addition on 9/1/17. ABC completes the job on 2/1/18. The total contract price is $200,000, and the total contract costs are $190,000. The taxpayer would wait until 2018 to include the $200,000 in income, and to deduct the $190,000.

What are some disadvantages?

A disadvantage of this method is that income can potentially be grouped into one year, which could throw the taxpayer into a higher bracket and phase them out of deductions and credits. For example, if a big job was started in July of 2016, and finished in January of 2017, then potentially 1 ½ years of revenue could be reported in 2017. 2016 would have less income. Specific tax circumstances vary, but these swings could hurt the taxpayer.

Furthermore, some lenders may request tax returns to grant credit. If the most recent year happens to have low income because a large contract was not completed, then the lender may be less likely to grant credit.

The taxpayer must track the revenue and contract costs per contract for this method to work. Contractors should track this anyway for financial management purposes, but it does take time. It would likely take more time to adjust the books appropriately for the completed contract method than for accrual or cash basis methods.

What are some advantages?

So why would anyone want to use the completed contract method? Perhaps the number one reason is tax deferral. Using the earlier example, suppose ABC Construction, LLC has a $200,000 project started in 2017 but not finished until 2017, the company expects to earn a profit. The completed contract method allows the taxpayer to defer that income until the next year.

Although the completed contract method naturally causes swings in revenue based on when jobs are completed, this method reports the cost of the contract in the same period as the revenue. If applied appropriately, the taxpayer’s gross profit may swing, but the gross profit percentage should not experience the wild swings that can come from getting contract costs in a different period than contract revenue. Also, the taxpayer doesn’t need to worry if billings don’t match the costs for financial management purposes. Both the billings and costs of the contract will be deferred until the contract is finished. If using the accrual or cash method, and if the billings are not in line with the costs, then income skews. The skewed numbers make it harder to understand the company’s profitability.

The taxpayer doesn’t even need to track the percentage of completion for financial reporting purposes, except possibly towards the end. (If it is 95% done, and the owner starts using the building, then it can be considered completed.) Avoiding the percentage of completion calculation simplifies the accounting and potentially reduces the risk of errors. The taxpayer doesn’t need to worry about entering the correct estimated cost to complete, or if change orders increased anything. The taxpayer, however, still needs to track the contract costs and billings related to the project to keep them off the profit and loss statement until completion.

As you read down the blog, did any of the advantages or disadvantages stick out to you? If you meet the IRS qualifications, various contract accounting methods are available for you. There may not be one right answer. Consider both the pros and cons, and discuss with your accountant which method makes the most sense for your business.


Sales and Use Tax Compliance and Assurance is Advised Before an Audit

Preface: Assurance services with regards to sales tax are advised for entrepreneurial business’s, because charges from tax audits can be expensive. Appropriate sales and use tax compliance costs can repay your business with greater confidence of lower audit risk, to happier customers from reductions in unnecessary charges.

Sales and Use Tax Compliance and Assurance is Advised Before an Audit

Credit: Donald J. Sauder, CPA

Sales tax is an increasingly important tax compliance area for many businesses. Sales tax can be charged at more than just the state level. Forty-five states impose sales and use tax on purchases of tangible goods, and 4,696 cities and 1,602 counties also impose sales tax. If you’re conducting business across state lines, you should assess your nexus for jurisdictional sales and use tax compliance risks. More importantly for your customers, these sales tax deductions continue to be an itemized deduction on Schedule A with the passage of 2015 “tax extenders” bill, called Protecting Americans Tax Hikes (PATH).

Sales tax is often assessed on the retail level for sales of inventory or services, or transfers and exchanges of taxable inventory or services. All sales are presumed taxable at the retail level unless proven otherwise. Sales tax is added to the price of the product or service and remitted to the state by the seller who charges and collects the tax. Your business purchases a new snow blower from Your Hardware Superstore, sales tax is charged on the sale, and the seller, Your Hardware Superstore, remits that sales tax to the state. The complexity begins with special sales tax rules state-to-state specific on inventory items or services. Investing in sales tax compliance assurance is advised for every business.

Use tax, on the other hand, is a tax on the use or consumption of a taxable item or service when no sales has been charged or paid. The tax often applies to purchases made outside the state and used in the state, such as when you live in Pennsylvania and purchase a snow blower in Delaware from Snowblower Central. Then you need to pay use tax on the purchase. Use tax also applies to goods initially bought exempt from sales tax, but used for a non-exempt purpose. Use tax can be self-assessed and paid to the state, or collected from the customer from an out-of-state vendor registered with the purchaser’s state. Investing in use tax compliance assurance is advised for every business.

Use tax rates are the same as sales tax rates. Use tax levels the playing field for in-state vendors to keep them from pricing advantages of purchasing in sales-tax-free zones. States with budget concerns are now placing more scrutiny on sales tax with expanded jurisdiction on out-of-state vendors, increasing audit aggressiveness, expanding the tax base to include more inventory items and services, and sometimes increasing the tax rates.

The seller is primarily responsible and liable for collecting and paying the sales tax, whether they have collected the tax or not on the sale. Most often, a vendor must collect tax with respect to taxable sales unless the customer or client shows a valid exemption certificate. If the seller fails to assess sales tax, the state can collect that tax from either the seller or purchaser. Yet, often the vendor pays the tax as an additional expense in instances where collection is overlooked. This can be expensive. While the vendor has the right to collect from the purchaser, it may be impractical or imprudent. Even if the vendor is fortunate enough to collect the tax from the customer after the fact, the penalties, interest, and cost of collection can be steep.

In summary, if your business sells inventory or services, be sure to follow proper sales and use tax guidelines and regulation, collecting and remitting the appropriate taxes on applicable sales. Talk with a tax expert for sales and use tax assurance, especially when adding new inventory items or services in your business, or selling into foreign tax jurisdictions.

A CPA Can Provide Valuable Opinions on Partnership or LLC Agreements

Preface:  Tax codes and their implications to partnership or operating agreements may be like deciphering hieroglyphics to some entrepreneurs yet the implications of a well-written tax oriented ownership agreement is worth the investment. Your CPA can help you when writing a partnership or operating agreement by working with your attorney to keep you in compliance with tax laws. Here are examples of how they can add value.

A CPA Can Provide Valuable Opinions on Partnership or LLC Agreements.

Credit: Donald J. Sauder, CPA

Business’s taxed as a partnership filing a Federal Form 1065 for tax purposes always involve more than one individual or entity in ownership. The “agreement,” whether a partnership agreement for a general partnership (GP) or limited partnership (LP) or an operating agreement say or an LLC, outlines the business rules and legally describes the business relationship with rights and responsibilities among ownership.

Often an attorney tailors these agreements as “boiler plate” papers that may omit certain key characteristics or be ambiguous on certain details of the business relationship, e.g. distributions of cash, buy/sell terms, earnings or loss allocations or management oversight. While a CPA cannot write a partnership agreement or operating agreement, (it would be prohibited as unauthorized practice of law or UPL); they can provide valuable insights into aspects of the business agreement document.

There is a story where Noble Prize winner Richard Feynman was visiting a Tennessee plant where the atomic bomb was to constructed. Feynman was confused about a unique symbol on the blue prints, and not being an expert on reading design prints, he needed to know what he did not understand. As an expert authority on the project he took a risk and ask “what happens if that value gets stuck”. He feared the answer might be a response that would make him appear ignorant to the group. The engineer assigned to answered needed to trace the blue print to answer his question, discovering a serious design flaw that could have destroyed the  Facility. When Feynman was asked later how he identified the problem, Feynman’s answer was “sometimes you just need to ask if it’s a value;” when in actuality he simply ask a direct question. Why hadn’t anyone else in the entire group asked? Moral: group collaboration has benefits. Feynman humble approach to understanding what he did and did not know was very helpful to the other experts.

One reason a CPA can provide value to business agreements is that they understand the tax aspects of the agreement. Some attorneys have tax expertise; but wordsmithing and tax are two different areas.

In corporate agreements or LLC’s taxed as S-Corporations, the distributions provisions per ownership in S-Corporations can be an important detail to tax compliance. For instance, what if a shareholder draws a disproportionate share of capital during the year? Does the agreement resolve the tax risk? Secondly the economic arrangement of distributions whether liquidating distributions or special allocations including preferred returns or guaranteed payments and tax distributions are best described and agreed upon at the signing of the partnership agreement. Thirdly, many agreements boiler plate 704(b) book capital with three safe harbors.

Typically well versed agreements hold the most value in challenging business ownership situations and therefore an improperly drafted agreements that doesn’t prioritize distributions of capital can lead to substantial risks for agreements in a liquidation, or restructuring, e.g. say an agreement provision requiring capital accounts to at all times be in accordance with Code Section 704(b) regulations and qualified income offset provisions provide clear details on what happens if a capital goes negative.

Guaranteed payments on capital or for services should be specifically outlined in numeric terms with schedules with addendum updates following to that the business relationship on capital is well documented, e.g. A CPA can help assess if rates on capital are necessary.

In addition, allocations of profit and loss and an agreement on economically accrued earnings and distributions of built in gains or basis step-up on ownership changes are all relevant to a well-crafted agreement.

Another item is Code Section 469 Regulations on economic groupings or activities, a business agreement should outline who has authority to make grouping elections for the business or decision making authority with regards to an appropriate economic unit. An agreement can even state that a tax filing must be made available before a certain day, requiring adherence to tax filing deadlines among management. A CPA can also help edit boiler plate documents to not require a partnership be bound by Code Section 754 elections for basis adjustment.

While some of the Code Sections and tax implications of partnership or operating agreements described above may be like deciphering hieroglyphics to some entrepreneurs, the implications of a well-written, tax oriented ownership agreement is worth the investment. Your CPA can help you when writing a partnership or operating agreement, by working with your attorney to keep you in compliance with tax laws.

While paper sits quietly for anything, a well-documented business agreement is well-advised for your business.

Investing to Double Your Business’s Value – Part IX

Preface: Why is working capital management important to doubling a business value? We’ll quote a conversation of Jesus at the table with one of the chief Pharisees “For which of you, intending to build a tower, sitteth not down first, and counteth the cost”. Working capital is the science of cash flow management – an important fuel to any business craft.

Investing to Double Your Business’s Value – Part IX

Appreciation for astute working capital management is pillar nine of doubling your business’s value. Working capital techniques are vital to any entrepreneurial business; the difference between current assets and current liabilities is working capital simplified. A business with deep pockets, has plenty of working capital. Yet too many entrepreneurs do not understand the term working capital, nor the value of expert working capital management. (If you’re an entrepreneur and your business advisor or CPA has schooled you in working capital management — please take the time to email me; no response is a vote.) Cash flow management is a more frequent term applied to the science; but working capital management is the appropriate application of cash management, i.e. trend setting.

Working capital is the fuel of business. Often your lead technicians, sales team, production supervisor, shop supervisor, or office staff are not attending to working capital or cash flow management, and yet calculating and maintaining optimal levels of working capital is imperative, and as important as good customer service, or product quality, for any business.

Working capital can be segregated into level one and level two balances. Level one working capital is a minimal balance of working capital required at all time. Dip below that level = fuel lights. While a business current ratio measures working capital metrics, it doesn’t give you a level one or level two balance requirement. Level two is peak working capital requirements for peak season cash requirements, e.g. financing holiday inventory levels.

Few entrepreneurs have an adequate understanding of what their business level one and level two working capital balances should be; and fewer have accurate accounting records to calculate the balance. In order to accurately calculate working capital, you need to account not only accurately for inventory balances and accounts receivables on the assets side, but also for current liabilities, e.g. portions of long-term, accrued payroll, accrued expenses; and of course, accounts payable. This requires accurate accounting records.

Working capital, or operating cash liquidity, can be measured with a formula of currents assets, i.e. accounts receivable days + inventory days – current liabilities, i.e. accounts payable days. Therefore if your average accounts receivables are 30 days and $50,000 and your inventory is an average of 50 days or $100,000 and your accounts payable are 20 days or $30,000, then the $50,000 + $100,000 – $30,00 is your working capital requirement, i.e. $120,000. If sales are $1,200,00 your business working capital is 10% of revenues. Inventory increases financing on a line of credit will increase both the numerator and denominator of the current ratio. Operating expenses financed with a line of credit will only adjust liabilities and equity, e.g. assets stagnate while liabilities increase.

Now you’re likely asking how is working capital management applicable to doubling business value? Each adjustment to current assets or liabilities is an adjustment to working capital or operating liquidity. Let’s consider a hypothetical scenario. If a business wants to expand and increase sales with the assumption of a $50,000 software development contract it will need to increase working capital based on the % of those additional potential sales, i.e. it is challenging to increase value without increasing revenues, e.g. you will need finance the cost of the contract either with customer deposits or other sources of cash say equity or debt.

For a service business that has only accounts receivables and accounts payable the scenario would work like this example. With $150,000 sales a month, and $145,000 of expenses per month, if receivables are 30 days and payables 30 days, then working capital before cash balances would be $5,000. In this scenario working capital would 2% of revenues, before cash is added.

A child once ask a successful businessman what was required to be in his industry. The response: Deep pockets. In accounting that is working capital. Software businesses that invest $4m say in development of a license must have adequate working capital to finance the start-up development and programming phase leading to implementation. If your business burn is $20,000 per year on start-up, you need working capital access to fuel the craft.

A secure business often has a current ratio minimum of 2.0 – 2.5 typically. This business’s current ratio would be a concerning 1.03, before cash. Therefore, unbeknownst to many, firstly, increased sales are connected to increased working capital, i.e. current ratio management. In this example, the business would need cash reserves of $140,000 before it should embark on a business expansion of sales revenues from a CFO advisor perspective, e.g. cash of $140k + AR of $150k / AP of $145k = current ratio of 2.0.

If the business has $20,000 of cash it should not plan to immediately implement to double business value. It should plan instead build a foundation of solid level one working capital, i.e. $140k of cash, before implementing increases in sales; and therefore associated overhead expenses.

Once the business builds the foundation of the accurate financial metrics, then it would need to calculate the sale increase and working capital requirements. In the above example the $1.8m of sales with $145k or working capital would equal 8% of sales. Therefore, for every $100,000 increase of planned sales would require $8,000 of working capital. Every entrepreneur should understand the science of working capital management to ease financial management and make more informed decisions. [Too many entrepreneurs rationalize financial performance without adequate financial oversight, i.e. analytical intelligence, resulting in non-optimal performance. The opportunity to access analytical resources for the entrepreneur with powerful accounting software is quickly changing the landscape of small business accounting. Authors note]

A good CPA is more than a qualified tax preparer or financial statement expert. For the astute entrepreneurs they are an advisor for financial decisions, with accurate financials as a map for business decision. To an expert CPA, financials provide insightful information that has substantial business value, i.e. well-advised decision making from financial metrics.

A business advisor consulting to develop your business should always rely on accurate numbers as a substantial factor in successful business decisions. Be very respectful of analytics and financial metrics, e.g. working capital calculations, because when appropriately applied, they can help you make very successful business decisions.

Again, why is working capital management so important to doubling a business value? We’ll quote a conversation of Jesus at the table with one of the chief Pharisees “For which of you, intending to build a tower, sitteth not down first, and counteth the cost, whether he have sufficient to finish it? Lest haply, after he hath laid the foundation, and is not able to finish it, all that behold it begin to mock him, Saying, This man began to build, and was not able to finish.” Luke 14:28-30.

Working capital management in this blog context, is about proactively counting the costs when planning a doubling of your business’s value.

Part IX of doubling your business value– Working capital management.