Business

Article Dean Dorton

You can only deduct losses from an S corporation, partnership or LLC if you “materially participate” in the business. If you don’t, your losses are generally “passive” and can only be used to offset income from other passive activities. Any excess passive loss is suspended and must be carried forward to future years.

Material participation is determined based on the time you spend in a business activity. For most business owners, the issue rarely arises — you probably spend more than 40 hours working on your enterprise. However, there are situations when the IRS questions participation.

Several tests

To materially participate, you must spend time on an activity on a regular, continuous and substantial basis.

You must also generally meet one of the tests for material participation. For example, a taxpayer must:

  1. Work 500 hours or more during the year in the activity,
  2. Participate in the activity for more than 100 hours during the year, with no one else working more than the taxpayer, or
  3. Materially participate in the activity for any five taxable years during the 10 tax years immediately preceding the taxable year. This can apply to a business owner in the early years of retirement.

There are other situations in which you can qualify for material participation. For example, you can qualify if the business is a personal service activity (such as medicine or law). There are also situations, such as rental businesses, where it is more difficult to claim material participation. In those trades or businesses, you must work more hours and meet additional tests.

Proving your involvement

In some cases, a taxpayer does materially participate, but can’t prove it to the IRS. That’s where good recordkeeping comes in. A good, contemporaneous diary or log can forestall an IRS challenge. Log visits to customers or vendors and trips to sites and banks, as well as time spent doing Internet research. Indicate the time spent. If you’re audited, it will generally occur several years from now. Without good records, you’ll have trouble remembering everything you did.

Passive activity losses are a complicated area of the tax code. Consult with your tax adviser for more information on your situation.

Article Dean Dorton

Are you thinking about turning a business trip into a family vacation this summer? This can be a great way to fund a portion of your vacation costs. But if you’re not careful, you could lose the tax benefits of business travel.

Reasonable and necessary

Generally, if the primary purpose of your trip is business, expenses directly attributable to business will be deductible (or excludable from your taxable income if your employer is paying the expenses or reimbursing you through an accountable plan). Reasonable and necessary travel expenses generally include:

  • Air, taxi and rail fares,
  • Baggage handling,
  • Car use or rental,
  • Lodging,
  • Meals, and
  • Tips.

Expenses associated with taking extra days for sightseeing, relaxation or other personal activities generally aren’t deductible. Nor is the cost of your spouse or children traveling with you.

Business vs. pleasure

How do you determine if your trip is “primarily” for business? One factor is the number of days spent on business vs. pleasure. But some days that you might think are “pleasure” days might actually be “business” days for tax purposes. “Standby days,” for example, may be considered business days, even if you’re not engaged in business-related activities. You also may be able to deduct certain expenses on personal days if tacking the days onto your trip reduces the overall cost.

During your trip it’s critical to carefully document your business vs. personal expenses. Also keep in mind that special limitations apply to foreign travel, luxury water travel and certain convention expenses.

Maximize your tax savings

For more information on how to maximize your tax savings when combining business travel with a vacation, please contact us. In some cases you may be able to deduct expenses that you might not think would be deductible.

Article Dean Dorton

In our last newsletter, Determining and Increasing Business Value, we discussed the three primary approaches to valuing a business. We described how value hinges on projected cash flows and risks associated with achieving them. And, we explained that a business owner can increase value by increasing cash flows and lowering risks. In this article we focus on the various levels of value associated with a business (or business interest), and we discuss strategies for maximizing value.

Though we often think that value means one specific amount, various levels of value are associated with business interests. These levels of value reflect varying degrees of control, marketability, and synergies with other enterprises. The levels of value, from highest to lowest, are illustrated in the following example:

$12 per share Synergistic (or Strategic) Value (reflects a 20% strategic premium)
$10 per share Control Value (reflects control and liquidity)
$7 per share Noncontrol, Marketable Value (reflects a 30% discount for lack of control)
$5 per share Noncontrol, Nonmarketable Value (reflects combined discounts for both lack of control and liquidity of 50%)

In arms-length business acquisitions lacking strategic or synergistic features, buyers and sellers tend to negotiate a purchase price that approximates the control value of the business. A buyer seeks to maximize value by identifying a target with strategic or synergistic potential. If the buyer is able to purchase the business at control value, but operate it at a level consistent with strategic value, the buyer has effectively purchased the business at a “bargain.” By capitalizing on synergies or other strategic advantages, the buyer’s return on investment will be enhanced. A buyer tries to negotiate a purchase price without paying for synergies or other strategic value that the buyer brings to the deal, while recognizing that if multiple potential buyers who recognize synergistic or strategic potential are involved, the purchase price may get “bid-up” to an amount approaching strategic value.

One of the ways to realize strategic value is by buying a competing company. By eliminating a competitor, the buyer is able to capture a greater share of the market, providing opportunities for increasing revenues and reducing costs. Similarly, a buyer can purchase a supplier or distributor to create vertical integration. This will enable the buyer to save the “mark-up” in supply or distribution costs, resulting in greater profits. Other strategic acquisition value can result from purchasing one or more companies, enabling the buyer to generate economies of scale, leverage existing expertise and know-how, provide for “one-stop” shopping, or create a level of “critical mass” that provides an advantage in the marketplace.

We have approached the idea of maximizing value from a buyer’s perspective, but a seller can also maximize price by marketing and selling to a strategic buyer that can create synergies between its existing business and the targeted business. The seller, though, often needs multiple potential buyers in order to realize a price that reflects strategic value.

If you have any questions or would like to discuss your business, please contact one of the members of our forensic accounting and business valuation group.

David Parks, dparks@deandorton.com

John Herring, jherring@deandorton.com

David Angelucci, dangelucci@deandorton.com

Missy DeArk, mdeark@deandorton.com

View David Parks’ Bio

Article Dean Dorton

Business owners naturally are interested in the value of their businesses. In this article, we provide a brief description of the primary approaches to valuing a closely-held business (asset, market, and income approaches), elaborate on the income approach, and offer some brief thoughts on how to increase the value of one’s business.

Under the asset approach, a valuation analyst looks to the underlying assets and liabilities of the business (whether recorded on the company’s balance sheet or not) and aggregates them to arrive at a value of the business. An asset approach is instructive for businesses whose primary value is derived from its financial assets and tangible assets (e.g. inventory, equipment, real estate), but it often fails to adequately capture the value of an entity’s intangible assets (e.g. customer relationships, trade names, patents, assembled workforce, and goodwill, for example) because they often are difficult to separately value.

The market approach relies heavily on comparison and substitution to derive value estimates. Much like a residential real estate appraiser does in valuing houses, a business appraiser attempts to find other businesses (for which there are known trading prices) that are comparable to the business being appraised and then uses those prices to estimate the value of the subject company. Because the values used in this approach are rooted in real-world transactions, this approach often results in the best estimate of fair market value. However, it often is difficult to identify reliable comparable companies or transactions due to the unique features of the subject company and frequent lack of available information about the comparable companies.

Due to limitations of the asset and market approaches, the income approach often is the best approach for valuing closely-held businesses. The income approach reflects that the value of a business is equal to the sum of its future cash flows discounted to present value. It recognizes that a buyer is willing to pay a price today in exchange for future cash flows and a seller is willing to forego future cash flows in exchange for a current price. Employing the income approach requires a forecasted stream of future cash flows and a discount rate with which to convert the future cash flows to present value. The discount rate represents a rate of return investors would require considering risks associated with achieving forecasted cash flows.

To derive an appropriate discount rate, the analyst considers rates of return historically required by investors owning similar businesses, taking into account the unique strengths, weaknesses, opportunities, threats, and risks associated with the subject company relative to those of the similar businesses.

Note that higher cash flows and lower risks yield higher values. Thus, a business owner can increase the value of his business by taking steps to increase cash flows and to reduce risks. Ways to increase cash flows include growing revenues, reducing expenses, optimizing working capital levels, and optimizing the capital structure of the business. Risks can be reduced through customer, supplier, and product diversification, cross-training of employees, management succession planning, geographical expansion, and a host of other initiatives. Each of these strategies requires proactive planning, purposeful implementation, and time to realize the benefits.

If you are considering a sale of your business in the next few years or in increasing its value, please contact one of the members of our forensic accounting and business valuation group.

David Parks, dparks@deandorton.com

John Herring, jherring@deandorton.com

David Angelucci, dangelucci@deandorton.com

View David Parks’ Bio

Article Dean Dorton

Starting a new business is an exciting time. But before you even open the doors, you generally have to spend a lot of money. You may have to train workers and pay for rent, utilities, marketing and more.

Entrepreneurs are often unaware that many expenses incurred by start-ups can’t be deducted right away.

How expenses are handled on your tax return
When planning a new enterprise, remember these key points:

  • Start-up costs include those incurred or paid while creating an active trade or business — or investigating the creation or acquisition of one. Organizational costs include the costs of creating a corporation or partnership.
  • Under the federal tax code, taxpayers can elect to deduct up to $5,000 of business start-up and $5,000 of organizational costs. The $5,000 deduction is reduced dollar-for-dollar by the amount by which your total start-up or organizational costs exceed $50,000. Any remaining costs must be amortized over 180 months on a straight-line basis.
  • No deductions or amortization write-offs are allowed until the year when “active conduct” of your new business commences. That usually means the year when the enterprise has all the pieces in place to begin earning revenue. To determine if a taxpayer meets this test, the IRS and courts will generally ask: Did the taxpayer undertake the activity intending to earn a profit? Was the taxpayer regularly and actively involved? Has the activity actually begun?

An important decision
Time may be of the essence if you have start-up expenses that you’d like to deduct this year. You need to decide whether to take the elections described above. Recordkeeping is important. Contact us about your business start-up plans. We can help with the tax and other aspects of your new venture.

Article Dean Dorton

The U.S. and international economies are becoming more competitive every day. Many of us are competing for the same workforce; for others it may be the same customer, but we have to ensure that we continue to respond to the rapidly changing environment in which we operate. Ten years ago, did you ever worry about cybersecurity?

These are a few of the reasons – it is critical to analyze your business risks at least annually. We recommend formally documenting your key risks along with how you are responding to those risks. This can be a very helpful exercise when strategizing how you should be spending your most valuable resources (your people). Below are a few of the key risks that you may want to monitor in 2016.

5 Key Risks Companies Should Monitor in 2016
Plan now to address employment, inflation, currency, cybersecurity and vendor risks

By: Joe Brusuelas and Rob Kastenschmidt of RSM US LLP

The U.S. economy continues its slow but steady improvement. While growth slowed to 0.6 percent in the first quarter of 2015, it rebounded to 3.9 percent in the second quarter, and we expect growth for the year of about 2.2 percent. Unemployment dropped to 5.4 percent by the second quarter and was down to 5 percent by November. Consumer demand, especially for services and autos, is strong; the housing market continues to improve; and energy and commodity costs remain low.

But the international picture is less sunny. While we expect global growth of about 3 percent in 2015, with a slight uptick next year, a variety of issues are affecting international economies. Growth in China continues to slow as it seeks to rebalance its economy from an export-oriented model to a growth model driven by internal consumption. While the long-term outlook for China is positive, its current slowing growth and the related reduction in demand for resources is adversely affecting many emerging economies. The already uncertain economic picture in Europe is being further stressed by the massive influx of refugees from the Middle East. All of this means lower international demand for U.S. goods and services. It also is leading to a divergence in monetary policy between the U.S. and other economies. In the U.S., the Federal Reserve will likely increase the federal funds rate by 25 basis points in December 2015 followed by another 50 to 70 basis points by mid-2016, while central banks in Europe, Japan and possibly even China are pushing rates toward zero.

What does all this mean for U.S. companies? For 2016, this means you should monitor and be prepared to respond to three key economic risks: a tightening domestic labor market, inflation and the challenges presented by a strengthening dollar. In addition, cybersecurity risks continue to increase and diversify, requiring heightened attention, and the increasing reliance of many companies on third parties raises new risk management issues.

1. Plan for a tighter labor market

An unemployment rate of 5 percent doesn’t tell the whole story. The number of unemployed persons per job opening is down to 1.44 from a peak of almost 7 in 2010. Not only is the overall unemployment rate down, we are also finally seeing stronger growth in higher-wage jobs. Since January 2014, the U.S. has added 2.4 million high-wage jobs compared to 2.3 million lower-wage jobs. While this is helping boost consumer confidence and demand, it also means U.S. employers need to plan for a tighter labor market. The risks of a tighter labor market? Increased labor costs, higher attrition and stronger competition for top talent. To offset these risks, employers should consider the following strategies:

  • Explore automation strategies. Now may be the time to investigate whether the expense of improved automation might be offset by savings in labor costs.
  • Consider offshoring, outsourcing and contractor services. With the U.S. economy outperforming its global peers, offshoring certain functions may offer improved returns given continued low labor costs overseas. Outsourcing non-core functions or increasing reliance on contractors is another way to manage labor costs and can have the added benefit of reducing administrative demands and benefit expenses.
  • Re-evaluate compensation programs. Competition for top performers is heating up. Take a look at your compensation practices to ensure that you are effectively rewarding and motivating your best people. This will also make you more attractive to the candidates you wish to hire.
  • Improve your recruiting practices. LinkedIn and other social media platforms are far more important now than they were prior to the economic crisis, but can’t be relied upon as the sole way of identifying potential candidates. Are your talent identification and recruiting practices keeping up?

2. Manage inflation

  • Inflation is still near historic lows and deflation continues for energy and commodities. But energy and commodity costs are likely at or near their floors, and the Fed is almost certain to start raising rates soon. According to RSM’s Middle Market Leadership Council survey, 67 percent of executives expect increases in their costs over the next six months, compared to just 54 percent in the second quarter. What to do?
  • Focus on efficiency and cost-cutting programs. Decreased costs during the crisis and recession diverted attention from these efforts at many companies. Now is the time to increase discipline.
  • Explore hedging strategies.
  • Shift your purchasing patterns and explore supply chain changes. Global economic conditions are uneven. Weaker economic conditions in other markets may present purchasing opportunities.
  • Audit vendors and monitor margin compression at key customers. Now is the time to reevaluate your vendor relationships to ensure they are delivering real value. And keep an eye on how inflation is affecting margins with your key customers so you can make appropriate pricing and relationship management decisions.

3. Minimize the risks and maximize the benefits of a stronger dollar

  • The U.S. economy is outperforming its global peers. Higher U.S. Treasury rates are spurring an influx of foreign capital and strengthening the dollar. For middle-market companies, this is a double-edged sword. It makes U.S. exports more expensive and diminishes the value of foreign earnings denominated in U.S. dollars. But it also drives down the cost of off-shore sourcing options and can create international acquisition opportunities.
  • Look for global supply chain opportunities. Take advantage of the strong dollar by finding offshore sourcing options.
  • Consider global hedging options to control risks and costs.
  • Consider international expansion opportunities. If expanding through acquisition in new global markets is part of your corporate strategy, the strong dollar could mean a better deal.

4. Increase attention to cybersecurity

No organization can afford lax cybersecurity controls. Many companies think they aren’t large enough to attract the attention of cyber criminals, but the NetDiligence® 2015 Cyber Claims Study shows nano organizations and small organizations actually experienced the most incidents, with 29 percent coming from each of those groups. Your best defense? Make sure you have three layers of cybersecurity controls—preventative controls that make you a hard target, detective controls to timely identify any breach and corrective controls that let you respond quickly and appropriately to intrusions.

  • Preventative controls. Your preventative controls should include a vulnerability assessment, patch management, strong access and authentication controls, a solid intrusion prevention system (IPS), configuration management, and up-to-date anti-virus protection.
  • Detective controls. Most companies choose either to outsource detection controls to a Managed Security Service Provider (MSSP) or to purchase a Security Information and Event Management (SIEM) product. Weigh that choice carefully and be sure the solution you choose is appropriate to your threat environment and internal capabilities. A strong intrusion detection system is also vital, along with compliance and operational monitoring, and anti-virus and network alerts.
  • Corrective controls. Effective corrective controls start with a robust incident response plan. You will also want strong forensic capabilities; anti-virus quarantine and isolation protocols; disaster recovery and business continuity plans; and administrative, legal and insurance protections.

5. Control your third-party risks

Corporate boundaries are getting fuzzier as businesses of all kinds explore a wide range of third-party relationships that allow them to focus on their core business while leveraging outside expertise in areas like logistics, technology and a variety of other specialized functions. That creates efficiencies that drive growth, but it also gives rise to a wide range of new risk issues. Your ability to execute your strategy now hinges partly on the performance of third parties. You could face liabilities stemming from non-performance by your vendors. Connections between your systems and those of your vendors create new security risks. And the web of social media and other connections between you and your vendors can expose your organization to reputational risk due to the failings of third parties. Here are six third-party risk questions to consider in 2016:

  • Do you know where all your contracts are located? Are they stored electronically?
  • Do you understand and are you fulfilling all of your contractual responsibilities?
  • Have your contracts been updated to reflect new regulations for privacy and data security?
  • Are you adequately monitoring the IT risks associated with your third parties?
  • Is the insurance coverage maintained by your third parties sufficient to cover losses in the event of a data breach?
  • Are your audits of the contract performance and related invoices sufficient to ensure alignment with acceptable risk levels directed by your senior management and board of directors?

If you have any questions about the key risks above or how to perform your own formal risk assessment, please contact:
Lance Mann: lmann@deandorton.com or 502.566.1005
Jim Tencza: jtencza@deandorton.com or 502.5661071

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