The missing piece to building employee bench strength might be you

If your company has trouble hiring, developing and deploying talent — building bench strength — the problem might lie with you, the business owner. So, before you point fingers and lament about the talent shortage, look in the mirror.

“In an ideal world, the business owner is fully engaged in designing, developing and nurturing a strategic talent management system,” says Stacy Feiner, business psychologist and management consultant at BDO USA, LLP.

Business owners need to know their people as well as they know their numbers. They have a responsibility and the privilege to define the core expectations they want in their employees’ behavior and performance.

When an owner is detached from talent management — defining the expectations and thus the processes to get to those expectations met — the culture may unwittingly become a reflection of their worst traits, Feiner says. Long-standing distraction from shaping your culture can lead to neglect, and neglected environments will result in a slow decline, at best, or create organizational injustices like ignoring internal conflicts or undermining employee attempts to add value.

Smart Business spoke with Feiner about the mistakes business owners make and how they can overcome those to strategically build bench strength.

Where do business owners falter when it comes to talent management?

Many business owners see talent management processes and capabilities in isolation. They look at recruiting as a transaction, a cost and sometimes as a necessary evil. In contrast, succession planning is viewed as a strategic initiative that is supported with a budget and encouraged by the board. But really, succession planning and recruiting are different sides of the same coin.

Just think about professional sports teams — they don’t outsource recruiting because it’s a critical capability. Ultimately, people drive the numbers. That’s where your focus should be, even though human dynamics are challenging and not all business owners are interested or good at managing them.

Another concern is when business owners don’t have a mechanism to evaluate talent across their enterprise. This intelligence is already there; you just need to gather, package and translate it for employee development and succession planning. Think about how much easier it is to build bench strength with a clear picture of your current talent’s skills, potential, tendencies and temperament. People, generally, change jobs 14 times throughout their career, so why shouldn’t you leverage those changes? If your company is growing, the natural indication is to look out, rather than at top performers inside the business.

Also, once you’ve evaluated your talent, there needs to be a method for providing honest feedback on performance.

How can business owners recognize if they’re detached from their talent management practices?

The signs of detachment are pretty straightforward: not having a budget for talent management; holding a view that the activities of human resources and talent are an expense; and pushing talent management off to HR, without giving enough vision, insight or instruction.

What other critical elements help your company build bench strength?

It’s a mindset. Part of a business owner’s job is to shape the culture that in turn nurtures talent. It’s not HR’s responsibility to manage talent; HR must facilitate the owner’s talent initiatives and directives. It is HR’s job to partner with managers, so that together they can manage and meet employee expectations.

In the early 1980s, General Electric’s Jack Welch popularized the concept of talent management, and a disciplined system, that trickled down to the middle market. The middle market, however, wasn’t nearly as successful at developing culture and adaptive talent. What got lost in translation is that it wasn’t Welch’s system that created the success; it was that he used his philosophy.

Each business owner must define his or her own philosophy about people, in order to create the mechanisms and an integrated process to accomplish and achieve those expectations. You must be involved. And once you become engaged, it will create its own momentum.

Insights Accounting & Consulting is brought to you by BDO USA, LLP

Use inbound marketing to become a trusted source of information

To successfully market and sell your products and/or services, your business must be “at the ready” at your target audience’s convenience. The perpetual search by prospective customers for relevant information suggests that buyers want to get better educated before making a purchasing decision. This approach to buying has created a need for companies to take a more consultative and interactive approach to their web marketing.

“Unfortunately, most sellers in the B2B space are not marketing in a way that matches customer behavior or needs,” says Jonathan Ebenstein, partner, Strategic Marketing Services, Skoda Minotti. “Many companies have websites that aren’t leveraging best web practices. Rather than being an educational resource to help guide prospective customers through the buying process, while at the same time serving as an interactive selling tool for their business, most B2B websites are simply cyber brochures with static content that’s been unchanged for years.”

Smart Business spoke with Ebenstein about best practices for B2B marketers.

In what ways can companies attract visitors to their site?

Attracting site traffic starts with search engine optimizing a company’s website. This is done so that anyone searching for keywords related to a given company’s products or services will find that company’s website at the top of their search results. In order to ensure that your website comes up in search it is essential that you create and post thought leadership content, such as blogs, white papers, how-to guides and e-books. This material helps educate an audience so they are better, smarter buyers while at the same time positions your company as a credible expert.

Best practice dictates adding new content on average once a week, but it’s better to publish a blog once a month that’s relevant to your prospects needs than post updates every day that don’t position you as the expert.

You should also be utilizing social media. Once content has been developed, leverage as many distribution channels as is feasible to promote it, such as LinkedIn, Twitter, Facebook and YouTube.

How can companies convert visitors into leads?

Create call-to-action (CTA) buttons and place them strategically throughout your website and other e-communications. CTAs promote special offers or premium content such as a how-to guides, white papers or e-books. A CTA will direct users to a website landing page, where in exchange for their contact information and answers to a few simple questions, they can download the premium content. In the end, they get the information they seek and you get a qualified lead.

Another lead converting best practice is to include contact forms on all website subpages for visitors to fill out and connect with a company representative. You never know at what point a visitor will want to reach out.

What are some best practices for qualifying leads?

Lead scoring is a great way to qualify leads. The process starts when a visitor fills out an online form on a landing page in order to download premium content such as an e-book or white paper. Online forms should always request some basic information such as the person’s name, company and email address. It should also include a couple of simple questions to learn more about the prospect and where they are in the buying cycle. Questions to ask could include company size, their biggest challenge or timing to purchase. Upon submission, each answer is given a lead score — the higher the total score the hotter a lead is.

How should manufacturers take advantage of inbound marketing?

B2B suppliers need to get to prospective buyers when they are performing their initial due diligence. This is when they are most impressionable because they are still figuring out their needs, forming their opinions and creating the technical specifications for an eventual request for quote or proposal. Since most due diligence is completed via the web, the B2B supplier that positions themselves as the educational resource for these buyers will not only increase their chances of making the buyers short list, but will be positioned as one of the favorites.

Insights Accounting & Consulting is brought to you by Skoda Minotti

Cybersecurity testing is a must for businesses of all sizes

The notion that your company is not at risk of a cyberattack because you have nothing of value for a hacker to take is a flawed argument that fails to take into account what most hackers are really after, says Sassan Hejazi, Director of the Technology Solutions Group at Kreischer Miller.

“Most hackers are just looking for quick cash,” Hejazi says. “They’ll take $3,000; $5,000; or $10,000 – whatever they can get their hands on. In most cases, your local FBI office will tell you to just pay it and then go back and secure your system.”

It’s also unlikely that the perpetrator will ever be brought to justice, especially if the hacker is from another country.

“These criminals are shielding themselves through multiple layers of identity,” Hejazi says. “And their favorite method to get money is digital currency such as bitcoin. Traceability is nearly impossible. Law enforcement is not going to aggregate all these crimes, so they get away with it. To them, it’s easy money.”

Fortunately, there are cybersecurity practices that can reduce your risk of being the next victim.

Smart Business spoke with Hejazi about the value of vulnerability and penetration testing and how it can protect your business.

Why don’t companies do more to protect against cybercrime?
Middle-market companies typically have had limited resources to protect their networks and systems against attack. But the good news is that the prevalence of these attacks has led to more companies entering the cybersecurity market.

There are now tools available that five years ago were very expensive and required extensive resources. Many of these tools are now cloud-based, allowing companies to buy a slice of that service and get great value for their purchase. Cybersecurity has become much more cost-effective for the masses.

What is vulnerability testing?
A vulnerability assessment is a review of all your IT systems to identify potential weaknesses. This includes your servers, your work stations, your telecommunication and phone systems and your network. It involves hiring an independent third-party with expertise in cybersecurity to do a deep-dive review of your systems, similar to an audit.

Every system has vulnerabilities. This assessment develops a document that identifies those weaknesses and the risks associated with them. If you don’t know where you’re weak, you can’t address the problem.

Once those vulnerabilities are identified, the next step is to determine the risk level you can tolerate. You can’t protect against everything, so you come up with a risk plan. What are the things that you should do that are common sense, cost-effective and represent good business management practices?

If you come up with a list of 15 items, you might decide to tackle the first seven items on the list. Even if you can’t cover all 15 items right away, at least you’ve started that process of looking at your security footprint and building remediation into your budget.

What is penetration testing?
The next step is leveraging your IT resources, either internally or externally, to fix those weak spots. Once that’s done, you need to know if your fixes will be able to stand up to potential cyberattacks.

Penetration testing, also known as pen testing, involves someone acting as a hacker who tries to infiltrate your system. That infiltration takes two forms. Your hard systems are your firewalls and your security monitoring systems. Are your devices properly configured? Are your systems updated?

The other part is your soft systems. Social engineering is when the behavior of your employees is tested. The “hacker” will send suspicious emails or direct employees to do things that they should not do and see how they respond. Employees need to be trained to avoid practices that put your data and your systems at risk.

How important is continuous education?
Protecting against cybercrime is an ongoing process and employees need to be participating in training sessions on a regular basis to learn about different cybersecurity topics. It’s about changing behavior and creating a culture in which cybersecurity is always at the forefront for your team. It’s not going to eliminate the risk, but it can reduce the probability of a cyberattack. ●

Insights Accounting & Consulting is brought to you by Kreischer Miller

Why sellers should know the value of their company before an M&A event

There is a broad spectrum of concerns first-time sellers have as they approach an M&A event. Sellers wring their hands over the future of their employees and the legacy of the business, but it’s the sale price that can be tough to accept.

“It’s very common that sellers think their business is more valuable than what buyers will pay for it,” says Sean R. Saari, a partner at Skoda Minotti. “Business owners invest so much of their time and money into their business that their estimate of its value is often inflated, and that can create challenges during a sale event.”

Smart Business spoke with Saari about the importance of an accurate valuation in the M&A process.

What common misconceptions do sellers have regarding their company’s value?

It’s not uncommon that sellers, being so focused on running their business, aren’t familiar with the valuation process. It’s more than just applying a multiple to EBITDA. It takes time and careful analysis of the company’s historical and projected financials to determine what multiples are appropriate to apply to that particular business in that specific industry. The end result may look simple, but it takes skill and experience to make sure the valuation assumptions are reliable.

Another common misconception is sellers believing they can retain the accounts receivable of their business without an adjustment to the purchase price. What they don’t realize is that the offered purchase price typically assumes that a level of working capital will be delivered with the business that allows its operation to continue uninterrupted. If the accounts receivable balance is not acquired, the buyer has to make up for the cash flow shortfall during that collection period by investing more of their own money, and is rarely willing to do so without a corresponding reduction in the purchase price.

What are the differences between enterprise value and equity value?

Equity value is the value of the ownership interest in the company or the pre-tax proceeds an owner gets in the event of a sale.

Enterprise value represents the value of the company as a whole, regardless of how it’s financed. Enterprise value equals the equity value plus the interest-bearing debt minus cash. Many times investment bankers talk in terms of enterprise value.

It’s common for manufacturers to fund working capital or fixed asset investments with debt, so there can be times when equity value and enterprise value differ significantly. Therefore, it is very important that sellers understand whether the values being discussed are equity values or enterprise values so that they can appropriately estimate their proceeds from a sale.

What are the differences between financial and strategic buyers?

Broadly, financial buyers aren’t operating in the industry of the business they intend to purchase. They’re buying for a stand-alone investment.

Strategic buyers are often competitors in the same industry as the company they’re seeking to buy. They view the purchase as a growth opportunity. They may be willing to pay more for a business because they could potentially unlock synergies by combining the companies.

Whether pursuing a sale to a financial or strategic buyer, there’s a benefit to having the right advisers to protect and manage the flow of the seller’s confidential information throughout the marketing process. For example, there is more perceived risk with strategic buyers since information regarding customers, vendors, pricing and personnel may be shared. These risks are limited if the marketing process is managed correctly.

What are the factors that drive differences in value between buyers and sellers?

A disconnect is created if there is a difference in:

  • The expected future cash flows.
  • The perceived risk and required rate of return for the investment.

The value of any potential synergies and whether the buyer is willing to pay for some portion of those potential benefits may also drive differences in value.

Sellers know their business better than anyone else, but they’re only one side of the equation. Considering both the buyer’s and seller’s perspectives offers a more accurate picture of the company’s value.

Insights Accounting & Consulting is brought to you by Skoda Minotti

How to read current private equity trends, as a business owner

Investment professionals say: Don’t try to time the market, because you’re reacting to what has already happened. The same holds true for a business owner.

“We often see business owners who aren’t truly prepared to take their business to market, but they want to get it out there quickly to try to capitalize on what they see as a good market trend,” says Scott McRill, a partner in Transaction Advisory Services at BDO USA, LLP.

Private equity is a great alternative for business owners who want to exit their company, so it is important to keep an eye on industry trends, he says, especially if you’ve paid attention and prepared your company for the process along the way.

“The trends are a great indication of what a business owner might expect, but you can have wildly different opinions and results among different private equity firms,” McRill says. “These are good barometers, but don’t assume everything is going to follow this path. The standard deviation among individual deals can be sizable.”

Smart Business spoke with McRill about what he’s seeing with private equity and his advice for business owners as a result of these trends.

Trend 1: Family offices are fueling investments, competition

Family office investing in private equity has been around for some time and is not going away. A recent BDO study found that of the fund managers surveyed, 64 percent were raising new funds and 42 percent of those receive the majority of their financial commitments from family offices. (See infographic below) This investment pace is driven by skittishness about the stock market’s performance and confidence in private equity.

At the same time, some family offices have grown frustrated by their returns as limited partner investors. These groups have started investing directly in companies, creating more competition in the sector.

The biggest advantage of family offices is they don’t need to follow the typical model of holding on investment for five to seven years. If a family office finds a great company that’s producing cash flow, it may hold on to it for decades. This is appealing to many business owners who don’t like the idea of selling their business to private equity, knowing it will likely be sold again in a relatively short period of time.

Trend 2: Valuations peaking

The deal market has generally been a seller’s market for several years. Valuations have been high for sellers with a quality business. Valuations seem to be softening a little, and the shift from a sellers’ market to a buyers’ market may be coming soon.

Trend 3: Increased sell-side due diligence

The trend over the past 18 to 24 months toward an increasing occurrence of seller-side diligence is expected to continue into the foreseeable future. This kind of diligence — sellers pay for advisory services to ensure their company is ready for sale and that the numbers will stand up to buyer diligence before they take it to market — has been common in Europe, but it now has caught on in the U.S.

A decade ago, advisory services on the sell-side were seldom performed, except for large corporations carving out a division. Today, sell-side work can be 65 to 70 percent of a transaction advisory firm’s practice.

Private equity firms and investment bankers have pushed for this shift. They don’t want to invest time trying to get a deal done to later find out the numbers aren’t what they thought. Sell-side due diligence tightens up the range of value, improves the success rate of completed transactions and increases the deal’s speed.

So, what’s your takeaway for business owners in this environment?

No matter what the economics and deal market is like, you want to plan early and spend time tightening up your policies and procedures to get the business ready for buyer scrutiny. Too many business owners scrape by for years, and then decide they want to sell when there’s infrastructure missing and the records aren’t clean. Value gets lost when that happens.

If you’re thinking about selling in the next couple of years, act now to line up good accountants, an M&A attorney, etc. Although valuations may be about to start coming down, trying to race to market before being prepared will likely result in erosion of value in the long run.

Insights Accounting & Consulting is brought to you by BDO USA, LLP


Why you shouldn’t wait until someone leaves to begin succession planning

Succession planning should begin before you’re faced with an opening that needs to be filled, says Tyler A. Ridgeway, Director of Human Capital Resources at Kreischer Miller.

“Spend some time thinking about the characteristics that make your company strong,” Ridgeway says. “What is your mission statement? Why do clients like working with you? Your focus should be on creating an environment and a mindset that not only embraces new ideas, but encourages them.”

This will put you in a better position to plan for your future and hire the talent your company needs.

“If you walked in today and learned that four executives were leaving the company, what would you do?” Ridgeway says. “Would you have people ready to step up and assume those critical roles on your team? Succession planning is tremendously important for the health of your business.”

If you haven’t thought about your depth of leadership and your company’s ability to replace departing talent, don’t feel bad. Lack of planning is a common misstep for many organizations.

“It’s not easy, but the best leaders always keep succession planning in the back of their minds and create a culture where there is always mentoring taking place,” Ridgeway says.

Smart Business spoke with Ridgeway about the keys to effective succession planning and how to attract ‘A’ players to your team.

Where should you begin with succession planning?
Start with your company’s strategic plan and be clear about where you want it to go. Do you want to grow organically or through acquisition? If you want to grow organically, do you have the right people to take your company to the next level?

With that information in mind, take a look at your departments and start identifying strengths and weaknesses. Are you strong in operations, sales, finance, marketing, etc.?

If you find a weak spot, perhaps you want to invest in somebody who can jump into that role and fill the gap. You want to proactively create a strategy and a plan for how you’ll meet this goal rather than waiting until the last minute to address change.

What if it is the owner or CEO who is stepping down?
When a company embarks on a process to select a new leader at the top, there are two important psychological elements at work. The first is that you, the person who is stepping down, should try to overcome the fear of letting go and work on being able to say, ‘I’m going to turn this over to someone to operate the business and then stay out of the way.’ That’s not easy for an owner to do.

The second is that you should accept that your replacement may make changes you don’t agree with or approach growing the business in a new way. Resist the urge to step in and allow the new leader to chart their own course. This is especially important if your plan is to remain with the company in some capacity.

What are critical elements of conducting a search for a new leader?
It can be very helpful to use an outside firm to conduct the search. An executive recruiter brings an objective, fresh perspective to the process, which can be especially useful as internal candidates come forward who are interested in the opportunity.

In that case, you can say, ‘We’ve hired a professional search firm. They know what we’re looking for and you’re going to be part of the process. But it’s going to start with them.’

Externally, we are seeing more and more that job seekers are looking for opportunities to make a strong impact. Compensation is important, but just as importantly, they want to be part of a dynamic team and make a strong contribution to the company’s growth.

And they expect to be compensated for those efforts. So as you go through your search, think about creative methods of compensation beyond the traditional salary and bonus in order to lure top-level talent. ●

Insights Accounting & Consulting is brought to you by Kreischer Miller

Size isn’t an excuse for not budgeting and forecasting

There are many excuses business owners concoct to avoid budgeting and forecasting. Some feel they’re too small for budgeting and forecasting, thinking they have a handle on their finances so there’s really no need. Busy business owners often avoid it, believing it’s too time consuming. Others say they need a budget but they don’t know how to create one.

“Budgeting is important for business growth, helping companies think strategically — not about the budget, but about their goals,” says Dawn M. Gainer, CPA, managing director of Small Business Services at Skoda Minotti.

Smart Business spoke with Gainer about the uses of budgeting and forecasting, and the reasons not to skip them.

How does forecasting compare to budgeting? How do the two interact?

Budgeting can be thought of as a static, annual process through which company goals are determined for the next year.

A forecast takes a budget as the starting point and incorporates real numbers. Using actual data, forecasts change monthly or quarterly as information is gathered. Results are compared to the budget, but the budget doesn’t change — the strategic plan is adjusted as new information comes to light.

At the end of the year, real data accumulated through the forecasting process is compared to the budget and the variances are analyzed to see what worked, what didn’t and what came up unexpectedly. That information is used to manage the business and make appropriate decisions.

When a business is reactive — taking a day-to-day approach with its finances — what can be the results?

When a business is reactive, it’s only looking at where it has been but not where it’s going. That can lead to missed opportunities or making expenditures that it doesn’t need or can’t afford. In manufacturing for example, equipment purchasing should be built into an asset life cycle plan rather than reacting to a breakdown, which can disrupt the budget, extend downtime and lead to lost sales. It also could mean not having the finances to capture the momentum of a surging trend.

For companies that don’t budget, what advice can you offer to help them get started?

Start small and at a high level, thinking strategically and not financially. Analyze the business and its opportunities by examining trends in the current and past markets. Determine the direction of the business and then put numbers to those plans.

Once a goal is set, calculate the projected revenue and expenses that reaching that goal will incur. Pick the highest drivers of your expense structure and spend the most time forecasting those, don’t spend a lot of time budgeting for static expenses — postage, for instance. This doesn’t require special tools or knowledge. It can be done on the back of an envelope. What’s important is the strategic thinking behind the budget, not the numbers.

How can a budget be used to create a marketing plan?

A budget helps an owner think strategically about where to focus marketing initiatives and how much to spend. The process of budgeting encourages research to learn more about the market, find the target audience, set price points and pinpoint sources of demand while avoiding saturation.

What unique challenges might manufacturers face if their budgeting and forecasting processes aren’t solid and reliable?

Many manufacturers have multiple product lines, each of which must be analyzed and budgeted for. Without the latter, a line could seem like it is making money when it actually may not. Making future projections can help manufacturers plan for potential cost increases on materials, for example, which gives the company an opportunity to make moves preemptively — improve processes, or find new materials or a new provider. It’s the same with machinery and equipment — upgrades and new technology are needed to stay competitive.

Manufacturers have people, equipment and materials to consider, which can be more complicated than what other businesses face. If they aren’t looking forward, they risk being caught off-guard.

Don’t let excuses get in the way of budgeting. Set aside some time each year to come up with a high level plan and monitor your progress against that plan. It’s not as time consuming as it might seem.

Insights Accounting & Consulting is brought to you by Skoda Minotti

A look at how to avoid common retirement distribution mistakes

Typically, qualified retirement plans such as 401(k)s and individual retirement plans (IRA’s) make up a large portion of an individual’s assets. As such, it is extremely important to be aware of the complex rules surrounding the distribution of retirement assets.

The penalties for running afoul of these rules are some of the highest imposed by the Internal Revenue Code.

Smart Business spoke with Susan P. Stutzman, CPA, and a director in the Tax Strategies group at Kreischer Miller, about some of the more common mistakes taxpayers make in the distribution of their retirement assets and how to avoid them.

Required minimum distribution (RMD) rules
When an individual reaches the age of 70½, they are required to begin taking distributions from their IRA or 401(k) by April 1 of the year following the attainment of that age.

If still working, the 401(k) may further be delayed unless the individual owns more than 5 percent of the sponsoring employer. Most IRA and 401(k) administrators track your age and notify you when you must start taking distributions, but it is the taxpayer’s responsibility to make sure the RMD is made.

There is a penalty of 50 percent of an RMD not made on a timely basis. In addition, there may be confusion about when the second RMD must be made. Although the first distribution can be delayed until April 1 of the year following attainment of age 70½, the second distribution must be made by Dec. 31 of that same year, resulting in two RMDs in the same year.

If this places you in a higher tax bracket, you may want to take your distribution prior to Dec. 31 of the year you reach 70½.

Changes in RMD upon the death of owner
If the rules for RMDs are not complicated enough, they become even more so when the account owner dies. Different rules apply depending on whether the owner dies before or after he is required to commence the RMD and whether or not he designated a beneficiary.

It is extremely important that you consult with an informed advisor to guide you through these rules as the proper course of action will be highly dependent on your specific circumstances. In addition, the decedent’s executor should make certain that an RMD is not missed in the year of death, thereby avoiding a 50 percent penalty.

Beneficiary designations
The designation of a beneficiary is important as it not only affects who receives the benefits, but also affects how long the funds can remain in the retirement account. Generally, the surviving spouse has the most options regarding the eventual payout of the funds and the most tax advantages.

However, it is important to consider naming contingent beneficiaries. There are numerous post-mortem planning opportunities. For example, the surviving spouse can disclaim their interest during a limited time after the account owner’s death.

New beneficiaries cannot be named after the date of death, but if the spouse disclaims their interest, the account would then pass to the contingent beneficiaries.

If the spouse does not need the funds, the disclaimer technique would allow the contingent beneficiaries (perhaps the decedent’s children) to withdraw the funds over their longer life expectancy. In addition, there may be reasons to name a beneficiary other than a spouse to benefit children from a previous marriage or to provide for someone with special needs.

The rules relating to retirement plan distributions are quite complex. In order to maximize the tax deferral and avoid penalties, it is very important to discuss your particular circumstances with a qualified professional who can successfully guide you through the rules. ●

Insights Accounting & Consulting is brought to you by Kreischer Miller.

If you’re behind on your ACA reporting, here’s what to do next

Some employers dropped the ball with the Affordable Care Act informational reporting — mandatory for applicable large employers (ALEs).

“I’ve had employers tell me, even a few weeks ago, ‘I don’t have to worry about that. I just have 300 part-time employees,’” says Kimberly Flett, senior director of Compensation and Benefits at BDO USA, LLP. “But your part-timers are converted to full-time equivalents, so you can’t presume you’re not an applicable large employer. You need to triple check that.”

You may be late, but you still need to get this done, Flett says. Some IRS penalties have been reduced, but you still run that risk.

Smart Business spoke with Flett about the latest regarding Forms 1094 and 1095.

What’s the first thing you’re advising employers?

Employers need to determine whether they were an ALE — had more than 50 full-time equivalents — during 2014. If yes, then they must issue Form 1095-C to all full-time employees, whether or not they are enrolled in the health plan, and part-time employees who enrolled. In addition, regardless of size, if you offer self-funded health insurance, you must issue Form 1095-C.

These forms demonstrate to the IRS whether your organization offered minimal essential coverage. They provide details about the coverage offered, the lowest-cost premium available and the months when the coverage was available.

The deadline to get this form into the hands of participants was pushed back to March 31, 2016. Taxpayers, however, could file individual returns without it and shouldn’t have to amend their return.

Don’t presume, based on head counts, you did the math correctly for whether you’re an ALE or not. Demonstrate your reasoning in writing and back it up with your advisers, including CPA and legal counsel.

What other informational reporting forms need to be transmitted?

Form 1094-C, the transmittal form ALEs must send to the IRS, had its due date pushed back to May 31 for paper copies and June 30 for electronic fillings. If you have more than 250 forms, you must file electronically and need access to appropriate vendor software.

If you’ve missed the March 31 deadline, what should you do now?

Reduce the risk by getting your Form 1095-Cs out quickly. The penalties reflect the timing. If you issue them within 30 days late, it’s $50 per statement, with a maximum penalty of $500,000 per calendar year. If you get it corrected before Aug. 1, it’s $100 per statement, with a maximum penalty of $1.5 million. Otherwise, the penalty could be $250 per statement, with a maximum penalty of $3 million. The penalties apply to both the IRS and participant copies.

If you fail to file correct information, the IRS may waive penalties for a good faith effort. But the term ‘good faith’ is a nebulous and generally means you’ve hired the right expert help. Therefore, errors could draw the same potential penalties.

Also, if you’ve missed the March deadline, you can still transmit Form 1094-C on time, which likely reduces your penalty risk.

What else should tardy employers know?

Now that payroll companies and accounting firms are past the initial crunch, many are again accepting new business — helping employers complete forms or understand the complicated coding on the forms. Some codes trigger a penalty and it’s not easy to pull verbatim from the IRS instructions. Talk to a tax or legal expert who can decipher exactly what will result if you put that particular code down.

Also, it’s important to gather all data, such as dependent Social Security numbers and who was covered. If you hadn’t done this in 2015, circle back and get that information, and then maintain those records on an ongoing basis for future tax years. This year, you must demonstrate a reasonable effort to obtain Social Security numbers — three written solicitations or informing employees of the $50 IRS penalty for failure to provide a dependent Social Security number. Then, if you don’t obtain the data, you can use birthdates.

The IRS will start processing the forms this summer. The next step is seeing what penalties may be assessed. If you get a bill, don’t just pay it. Get help from your advisers to sort through the IRS assessment.

Insights Accounting & Consulting is brought to you by BDO USA, LLP

Tax risks to watch out for when buying your target company

Whenever you’re going into a business deal, there’s an asymmetry of information. The sellers know certain things; the buyers know other things, and both sides are trying to get up to par.

If you’re on the buy side of the equation, you have to understand how the target company will integrate with your operations and how it’s going to impact you. One of the risks of managing and completing an acquisition relates to potential successor liability — you don’t want to end up with unforeseen taxes from the purchase.

Conducting tax due diligence not only helps you identify and manage potential risks, it’s also very important for structuring and planning purposes going forward. A rigorous diligence process may give you and your advisers the ability to leverage your knowledge and understanding of certain risks to unearth new value in the deal, such as stepping up the basis of the assets.

“As a buyer, when you’re done with the diligence process, you might understand certain aspects of that company, especially from a tax perspective, better than the company that is selling,” says Dave Godenswager, senior manager of Transaction Advisory Services at BDO.

Smart Business spoke with Godenswager about the risks of a merger or acquisition, from a tax perspective.

What risks do buyers need to watch out for?

Some areas that create problems are sales and use taxes, payroll taxes and worker classification.

Before you sign the deal, you want to understand what you’re buying, including the deal structure. If you do an equity deal, you’re buying historic liabilities. Often prospective buyers think if they do an asset deal, there’s no successor liability. While that’s generally true for most federal income taxes, it’s not true for other types of taxes like payroll and sales and use taxes.

Make sure you know where the product or service is being delivered, where it is being manufactured and where the service is being performed. With indirect taxes you have to understand where exactly the target is operating and who is performing the service, because rules vary greatly by state and state legislatures keep expanding the sales tax base.

Do they have employees, or independent contractors? Do they have a ‘share economy’ that includes contractors, temporary workers, self-employed, part-timers, freelancers and free agents? A share economy can create state and local tax income problems, because an enterprise might be in more jurisdictions than was originally envisioned, which means a higher compliance hurdle for the buyer.

It’s more challenging to navigate state regulatory filings now. State and local governments are starved for revenue; the tax rules have become incredibly complex and favorable to the states, since state legislatures are the ones who draft the rules. For example, in New York if you don’t do certain bulk sale notifications in an asset deal, you may still be potentially liable for those sales and use taxes.

The business world also is increasingly international, which brings up issues that might not be readily apparent at first. For example, if you’re buying something that’s owned by a foreign company, you may have withholding obligations and must consider the potential impact of the Foreign Investment in Real Property Tax Act of 1980, Foreign Account Tax Compliance Act and other provisions.

How should buyers best mitigate these risks?

Engage your advisers early in the process — even though that comes with a certain cost. That means getting expert help sometimes before the letter of intent (LOI).

After the LOI is signed, your advisers can help digest the information gathered through due diligence and integrate it with the reps and warranties and indemnification provisions of the purchase agreement. Also, the advisers should consider whether to include certain carve-outs, like taxes because you’ve identified a tax issue, from a basket in the purchase agreement. Similar to a deductible in an insurance policy, a basket defines the dollar amount of post closing claims a buyer must exceed before pursuing a refund for the claim from the seller.

It’s all about communicating, talking early in the process and not relegating it to after the LOI.

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