Acuity Blog

ESOPs offer businesses tax and other benefits

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With an employee stock ownership plan (ESOP), employee participants take part ownership of the business through a retirement savings arrangement. Meanwhile, the business and its existing owner(s) can benefit from some potential tax breaks, an extra-motivated workforce and potentially a smoother path for succession planning.

How ESOPs work

To implement an ESOP, you establish a trust fund and either:

  • Contribute shares of stock or money to buy the stock (an “unleveraged” ESOP), or
  • Borrow funds to initially buy the stock, and then contribute cash to the plan to enable it to repay the loan (a “leveraged” ESOP).

The shares in the trust are allocated to individual employees’ accounts, often using a formula based on their respective compensation. The business has to formally adopt the plan and submit plan documents to the IRS, along with certain forms.

Tax impact

Among the biggest benefits of an ESOP is that contributions to qualified retirement plans such as ESOPs typically are tax-deductible for employers. However, employer contributions to all defined contribution plans, including ESOPs, are generally limited to 25% of covered payroll. In addition, C corporations with leveraged ESOPs can deduct contributions used to pay interest on the loan. That is, the interest isn’t counted toward the 25% limit.

Dividends paid on ESOP stock passed through to employees or used to repay an ESOP loan, so long as they’re reasonable, may be tax-deductible for C corporations. Dividends voluntarily reinvested by employees in company stock in the ESOP also are usually deductible by the business. (Employees, however, should review the tax implications of dividends.)

In another potential benefit, shareholders in some closely held C corporations can sell stock to the ESOP and defer federal income taxes on any gains from the sale, with several stipulations. One is that the ESOP must own at least 30% of the company’s stock immediately after the sale. In addition, the sellers must reinvest the proceeds (or an equivalent amount) in qualified replacement property securities of domestic operation corporations within a set period of time.

Finally, when a business owner is ready to retire or otherwise depart the company, the business can make tax-deductible contributions to the ESOP to buy out the departing owner’s shares or have the ESOP borrow money to buy the shares.

More tax considerations

There are tax benefits for employees, too. Employees don’t pay tax on stock allocated to their ESOP accounts until they receive distributions. But, as with most retirement plans, if they take a distribution before they turn 59½ (or 55, if they’ve terminated employment), they may have to pay taxes and penalties — unless they roll the proceeds into an IRA or another qualified retirement plan.

Also be aware that an ESOP’s tax impact for entity types other than C corporations varies somewhat from what we’ve discussed here. And while an ESOP offers many potential benefits, it also presents risks. For help determining whether an ESOP makes sense for your business, contact us.

© 2017


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We’ve got the lowdown on updated cash flow reporting guidance

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Cash flow statement reporting is a leading cause of company financial restatements. Do you know how to categorize items on your statement of cash flows? Accounting Standards Update (ASU) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, attempts to minimize diversity in cash flow reporting practices.

8 issues

Accounting Standards Codification Topic 230, Statement of Cash Flows, provides guidance on classifying and presenting cash receipts and payments as operating, investing or financing activities. Critics say the existing guidance is confusing and, at times, even contradictory.

The Financial Accounting Standards Board (FASB) began its work on improving the statement of cash flows in April 2014. The cash flow project was a large undertaking. It wasn’t until August 2016 that the FASB launched the first part of its cash flow project by providing clarity on the following eight issues:

  1. Debt prepayment and debt extinguishment costs (penalties paid by borrowers to settle debts early) should be classified as cash outflows for financing activities.
  2. Cash payments attributable to accreted interest on zero-coupon bonds (a type of debt security that is issued or traded at significant discounts) should be classified as a cash outflow for operating activities. The portion of cash payments attributable to principal should be classified as a cash outflow for financing activities.
  3. Cash payments for the settlement of a contingent consideration liability made by a business after it buys another business should be separated from the purchase price and classified as cash outflows for either financing activities or operating activities. (Contingent consideration is typically an obligation to transfer additional assets or equity interests to the former owners of the acquired business if certain conditions are met.) Cash payments up to the amount of the contingent consideration liability recognized at the acquisition date should be classified as financing activities. Any excess should be classified as operating activities.
  4. The proceeds from the settlement of insurance claims should be classified based on the type of insurance coverage and the type of loss. For example, a claim to cover destruction of a building would be classified as an investing activity, while a claim to cover loss of inventory would be classified as an operating activity.
  5. Proceeds businesses receive from corporate-owned life insurance (the insurance policies they take out on employees) should be classified as investing activities.
  6. Distributions received from equity method investees should be presumed to be returns on the investment and classified as cash inflows from operating activities, unless the investor’s cumulative distributions received (less distributions received in prior periods that were determined to be returns of investment) exceed cumulative equity in earnings recognized by the investor. When such an excess occurs, the current-period distribution up to this excess should be classified as cash inflows from investing activities. No solution was provided for equity method investment measured using the fair value option, however.
  7. For beneficial interests in securitization transactions, the updated guidance proposes two changes: 1) Disclosure of a transferor’s beneficial interest obtained in a securitization of financial assets must be classified as a noncash activity, and 2) cash receipts from payments on the transferor’s beneficial interests in securitized trade receivables should be classified as cash inflows from investing activities. These types of transactions are common for financial companies, large retailers and credit card companies.
  8. Topic 230 acknowledges that it’s not always clear how cash flows should be classified, especially when cash receipts and payments have characteristics of more than one type of activity. The updated guidance clarifies that the business should look at the activity that’s likely to be the “predominant” source of cash flows for the item.

Coming soon

For public companies, the amendments go into effect for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted.


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3 midyear tax planning strategies for business

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Tax reform has been a major topic of discussion in Washington, but it’s still unclear exactly what such legislation will include and whether it will be signed into law this year. However, the last major tax legislation that was signed into law — back in December of 2015 — still has a significant impact on tax planning for businesses. Let’s look at three midyear tax strategies inspired by the Protecting Americans from Tax Hikes (PATH) Act:

1. Buy equipment. The PATH Act preserved both the generous limits for the Section 179 expensing election and the availability of bonus depreciation. These breaks generally apply to qualified fixed assets, including equipment or machinery, placed in service during the year. For 2017, the maximum Sec. 179 deduction is $510,000, subject to a $2,030,000 phaseout threshold. Without the PATH Act, the 2017 limits would have been $25,000 and $200,000, respectively. Higher limits are now permanent and subject to inflation indexing.

Additionally, for 2017, your business may be able to claim 50% bonus depreciation for qualified costs in excess of what you expense under Sec. 179. Bonus depreciation is scheduled to be reduced to 40% in 2018 and 30% in 2019 before it’s set to expire on December 31, 2019.

2. Ramp up research. After years of uncertainty, the PATH Act made the research credit permanent. For qualified research expenses, the credit is generally equal to 20% of expenses over a base amount that’s essentially determined using a historical average of research expenses as a percentage of revenues. There’s also an alternative computation for companies that haven’t increased their research expenses substantially over their historical base amounts.

In addition, a small business with $50 million or less in gross receipts may claim the credit against its alternative minimum tax (AMT) liability. And, a start-up company with less than $5 million in gross receipts may claim the credit against up to $250,000 in employer Federal Insurance Contributions Act (FICA) taxes.

3. Hire workers from “target groups.” Your business may claim the Work Opportunity credit for hiring a worker from one of several “target groups,” such as food stamp recipients and certain veterans. The PATH Act extended the credit through 2019. It also added a new target group: long-term unemployment recipients.

Generally, the maximum Work Opportunity credit is $2,400 per worker. But it’s higher for workers from certain target groups, such as disabled veterans.

One last thing to keep in mind is that, in terms of tax breaks, “permanent” only means that there’s no scheduled expiration date. Congress could still pass legislation that changes or eliminates “permanent” breaks. But it’s unlikely any of the breaks discussed here would be eliminated or reduced for 2017. To keep up to date on tax law changes and get a jump start on your 2017 tax planning, contact us.

© 2017

 


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Look beyond EBITDA

Acronym EBITDA on wood planks

Earnings before interest, taxes, depreciation and amortization (EBITDA) is commonly used to assess financial health and evaluate investment decisions. But sometimes this metric overstates a company’s true performance, ability to service debt, and value. That’s why internal and external stakeholders should exercise caution when reviewing EBITDA.

History of EBITDA

The market’s preoccupation with EBITDA started during the leveraged buyout craze of the 1980s. The metric was especially popular among public companies in capital-intensive industries, such as steel, wireless communications and cable television. Many EBITDA proponents claim it provides a clearer view of long-term financial performance, because EBITDA generally excludes nonrecurring events and one-time capital expenditures.

Today, EBITDA is the third most quoted performance metric — behind earnings per share and operating cash flow — in the “management discussion and analysis” section of public companies’ annual financial statements. The corporate obsession with EBITDA has also infiltrated smaller, private entities that tend to use oversimplified EBITDA pricing multiples in mergers and acquisitions. And it’s provided technology and telecommunication companies with a convenient way to dress up lackluster performance.

Inconsistent definitions

EBITDA isn’t recognized under U.S. Generally Accepted Accounting Principles (GAAP) or by the Securities and Exchange Commission (SEC) as a measure of profitability or cash flow. Without formal guidance, companies have been free to define EBITDA any way they choose — which can make it difficult to assess company performance.

For example, some analysts when calculating EBITDA subtract nonrecurring and extraordinary business charges, such as goodwill impairment, restructuring expenses, and the cost of long-term incentive compensation and stock option plans. Others, however, subtract none or only some of those charges. Therefore, comparing EBITDA between companies can be like comparing apples and oranges.

Moreover, the metric fails to consider changes in working capital requirements, income taxes, principal repayments and capital expenditures. When used in mergers and acquisitions, EBITDA pricing multiples generally fail to address the company’s asset management efficiency, the condition and use of its fixed assets, or the existence of nonoperating assets and unrecorded liabilities. In fact, many high profile accounting scandals and bankruptcies have been linked to the misuse of EBITDA, including those involving WorldCom, Cablevision, Vivendi, Enron and Sunbeam.

Balancing act

Despite these shortcomings, EBITDA isn’t all bad. It can provide insight when used in conjunction with more traditional metrics, such as cash flow, net income and return on investment. For help performing comprehensive due diligence that looks beyond EBITDA, contact us.

© 2017

 


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