Stock vs. Asset Purchase: How About The Best Of Both?

Most buyers want to buy assets and most sellers want to sell stock. However for our buyers, sometimes the internal contracts of customers and vendors and the ease of buying stock is something they prefer. So, how do we get the accelerated tax benefits of an asset purchase?  Here’s one option called a 338(h)(10) election:

According to the IRS, Section 338(h)(10) permits the buyer and seller of corporations to elect jointly to treat the target corporation as deemed to sell all of its assets and distribute the proceeds in complete liquidation.

To qualify for the 338(h)(10) election, the seller must be either:
  1. A US corporate subsidiary of a selling consolidated group or a parent company.
  2. An S corporation on the acquisition date

When buying a corporation, one of the very first issues that needs to be addressed is whether a section 338(h)(10) election will be made.  This election is made to step-up the tax basis in all of the seller’s assets when the benefit of the step-up to the buyer exceeds the tax cost to the seller.  When the tax cost to the seller exceeds the tax benefit to the buyer, the election is not made.

So what benefits come from a 338(h)(10) election?
  • The taxable gain on the deemed sale of the target subsidiary’s assets may be offset by any losses in or tax attributes of other subsidiaries of the selling group.
  • The proceeds from the liquidation of a subsidiary are tax-free to the subsidiary’s shareholders under IRC Section 332, resulting in a single level of tax.
  • Advantageous in the acquisition of S Corporations because S-Corps are not subject to corporate level tax.

To learn more about this election and other tax benefits that could assist in an M&A transaction contact us for a no-cost consultation!

3 Ways Startups Benefit from Outsourced Accounting

The accounting function should be a main priority for startup businesses. According to the Small Business Administration (SBA) Office of Advocacy, about 80% of small businesses survive the first year. This seems like a high percentage considering the common belief is that most businesses fail within the first year. About half of those small businesses reach the five-year mark and only one in three makes it to 10 years. When starting a business, it is important to take advantage of every opportunity to help you become successful. By outsourcing your accounting, the financial portion of your business will be headed in the right direction from day one.

Correct Set-Up

If you start outsourcing your accounting from the beginning, you can feel confident knowing your business financials will be set up correctly. When you start by doing your own accounting, it becomes difficult and expensive to migrate your data to a firm later.

Save Time & Energy

As a new business owner, your time is valuable. You should focus your time and energy on ideas, employees, products, and services instead of finances. Having an expert on your side will help you make important decisions on what accounting software should be used and ensure you are complying with tax and accounting standards. In addition, your outsourced accounting team will guarantee that your books are maintained properly and provide you with support in case of an audit.

Team of Professionals

Hiring an in-house finance team is both expensive and time consuming. There are many factors that go into choosing how many employees to hire and what qualifications they should have. As a business owner, you would also be responsible for training and managing these employees. When you outsource your accounting, you avoid these costs and time spent on the hiring and training process. Outsourcing allows you to work with professionals who have years of industry experience and are able to provide valuable insight to help you make the best business decisions.

Want to learn more about the benefits of outsourced startup accounting? Click here to start the conversation about the future of your business with LBA Haynes Strand.

South Dakota v. Wayfair, Inc. Tax Implications

On Thursday June 21, 2018, the Supreme Court issued its much anticipated opinion in the landmark case of South Dakota v. Wayfair, Inc., fundamentally changing the sales tax landscape in the United States.

The Case

South Dakota enacted a law requiring out-of-state sellers to collect and remit sales tax as if the seller had a physical presence in the state. The law only applied to sellers who, on an annual basis, delivered more than $100,000 of goods or services into the state or engaged in more than 200 separate transactions for the delivery of goods or services into the state.

South Dakota sought to enforce the law against Wayfair, Inc. and other online retailers who exceeded the limits of the law. Each of the retailers had no employees in the state and owned no real estate in the state.

Based on prior precedents (National Bellas Hess, Inc. v. Department of Revenue of Ill., 386 U.S. 753, and Quill Corp. v. North Dakota, 504 U.S. 29), the lower courts ruled that the law was not enforceable due to the lack of substantial nexus* with the state under the “Physical Presence” test outlined in these cases.  That test allowed states to require retailers to collect and remit sales tax if the retailer had a physical presence (e.g., employees or operating an office) in that state. The mere shipment of goods into the state did not satisfy the physical presence test.

The Result

In a 5-4 verdict, the Supreme Court explicitly overruled the prior cases and held that, while physical presence provided substantial nexus, such nexus also included a certain level of business (delivery of goods or services) conducted within the state.

The Court found that, in this case, the nexus is clearly sufficient based on both the economic and virtual contacts the retailers have with South Dakota. The state law applies only to sellers that deliver more than $100,000 of goods or services into South Dakota or engage in 200 or more separate transactions for the delivery of goods and services into the state on an annual basis.  This quantity of business could not have occurred unless the seller availed itself of the substantial privilege of carrying on business in South Dakota.  The retailers are large, national companies that undoubtedly maintain an extensive virtual presence.  Thus, the substantial nexus requirement is satisfied.

The Implications

Will you now be required to collect and remit sales taxes in states to which you deliver goods or services?

South Dakota v. Wayfair, Inc. allows all states to enact laws requiring out-of-state sellers to collect and remit sales taxes on sales to customers in that state provided the law applies a safe harbor to those who transact only limited business in the state.  While South Dakota chose an annual $100,000/200 transaction limit that the Court found sufficient, the Court created a level of uncertainty by leaving it up to the states to decide what safe harbors might be sufficient.  We expect we will see a great deal of activity as various states make their statutes consistent with the court’s ruling so nexus can be asserted.  For states that already have similar statutes in place, it is unclear whether they will set a future date for enforcement or take the position that the statute has been enforceable since it was put in place.

*Nexus – When referring to sales tax, means that a company is connected to a state and because of that connection, a company must collect tax, fill out a tax return, and send the collected tax to a state.

Given that sales tax laws are established on a state-by-state basis, all businesses making sales of goods or services to customers in multiple states should evaluate the impact of the Court’s holding. 

This ruling is just the beginning of the process and over the coming months we will be monitoring which states are adopting these types of nexus rules and when they will become effective. If you would like more information on how this may impact your business, contact us today.

So You Want to Franchise Your Business?

Business owners looking for creative ways to grow and expand sometimes turn to franchising in order to accomplish their goals. Franchising occurs when the original owner of a business sells territorial rights to run independently-owned versions of the existing business. The independent business owners are franchisees. While the concept is not for everybody, there are certainly advantages to this business model.

Best practices to consider prior to franchising your business include the following:
Answering the Following Questions

Is my business even franchise-able? This is very important as not every business is. Is there even a need for my business concept in other geographic locations? Is my business model easily teachable to potential franchisees? Am I comfortable in making the transition from owner-operator to franchisor?

Consult a Franchise Attorney

The sale of franchises can be a legally complex process at both the federal and state levels. The laws are often not uniform and can vary from state to state. Prior to selling any franchises, a franchisor must file a franchise disclosure document (FDD) with the Federal Trade Commission (FTC). The FDD is discloses extensive information about the franchisor and is intended to provide the potential franchisee with information needed to make an informed decision. A franchise attorney will be a valued resource in your franchising journey. They will assist in the preparation and filing of the FDD.

Consult a Certified Public Accountant

With limited exceptions, a business looking to franchise will need to include financial statements that have been audited by an independent CPA. Audited financial statements are required to be included within the FDD prior to filing, with the failure to do so leading to costly delays and fines. Like a franchise attorney, a CPA will be a great resource as you begin your franchising process. Along with performing the required audit necessary for filing of the FDD, a CPA can also discuss the various tax benefits of the franchising concept and can serve as a trusted advisor on a range of topics including tax planning, business valuation and M&A strategies.

Now that you know the resources available to you, it’s time to begin your journey of growing your business via franchising. Contact us to learn more and to speak to a certified public accountant at LBA Haynes Strand!

529 IRA

Saving for College: Roth IRA or 529 Plan?

College is expensive and the cost continues to rise each year. As a parent, you want to be prepared and start saving for this expense early. There are a few tax-smart options to consider when saving for this expense – a Roth IRA or 529 plan. When you utilize an account that offers a tax break, you have the ability to stretch your money further. There are pros and cons for both of these options. Review the details to help decide which account would work best for you and your family.

Basic Overview
The Roth IRA was created to encourage people to save for retirement. The difference between a Roth IRA and other traditional retirement accounts is the ability to withdraw contributed money any time, free of taxes and penalties. 

529 plans are similar to Roth IRAs but were intended for people to save for college instead of retirement. As long as the money withdrawn from the plan goes to qualified education costs, you will not owe taxes or penalties.

Roth IRAs
While you are able to withdraw contributed money, keep in mind that you will owe taxes and a 10% penalty on any investment earnings you take out of this account before age 59 ½. However, an exemption could work in your favor. If you withdraw money to pay for qualified education costs, you will not owe the 10% penalty, but you will still owe taxes on any investment earnings withdrawn.

Many people prefer the Roth IRA because of the flexibility and variety of investment choices. If you aren’t 100% sure your children will attend college, this may be option for you. That way, you can save the money now and decide what to utilize it for later. 

529 Plans
While you will owe taxes when withdrawing investment earnings from a Roth IRA to pay for qualified education costs, you will not face the same dilemma with the 529 plan. However, if you withdraw money from a 529 plan and it goes to another purpose other than education, you will owe both taxes and a 10% penalty on investment earnings. With this being said, it may seem like the Roth IRA is the way to go just in case your child decides to forgo college. Here are a few more factors to consider:

  • Does your state offer a 529 tax break and a good 529 plan option? The deduction or credit is like free money.
  • Are you going to need financial aid? Roth withdrawals generally count as income when completing the Free Application for Federal Student Aid (FAFSA). Having more income translates into receiving less aid.

You should always consult a professional before making any financial decisions. We can help. Contact us today!

Results of the Contractor Remittance Survey

A CPA Firm should not just strive to be your accountant, but strive to be an industry resource to you. Your CPA Firm should be active in local trade organizations and in local chambers, to keep you up to speed with recent changes that may affect your business.   As a firm that includes a large number of construction related clients, we are members of the Construction Financial Management Association (CFMA) and have access to The Institute of Certified Construction Industry Financial Professionals (ICCIFP).  We do this to be active in the local construction community, as well as to represent our clients.

As a member, we receive valuable information, in many different forms, that we can then communicate to our clients and prospects.

The ICCIFP, has released the results or their “Remittance Survey.”  The survey was posted on September 28th, 2015 on the CFMA Bottom Lines newsletter.  The survey reached approximately 7000 members and was emailed to 950 CCIFPs.  The survey was closed on October 14th with 165 respondents.  Since the sample was targeted at CFMA membership and CCIFPs, the results are skewed towards larger contractors. Questions included in the survey were:

  • On average, how long does it take your company to remit payment to subcontractors?
  • How does your current remittance time to subcontractors compare to last year?
  • How does your current remittance time to subcontractors compare to three years ago?
  • On average, how long does it take your company to remit payment to suppliers/vendors?
  • How does your current remittance time to suppliers/vendors compare to last year?
  • How does your current remittance time to suppliers/vendors compare to three years ago?
  • Of all remittance transactions you made during the last year, what percent were checks, what percent were ACH/wire, and what percent were credit card?
  • When considering your total remittances for the last year, what percent were checks, what percent were ACH/wire, and what percent were via credit card?

To see the results of the survey: CLICK HERE!

Results of the Contractor Payment Survey

A CPA Firm should not just strive to be your accountant, but strive to be an industry resource to you. Your CPA Firm should be active in local trade organizations and in local chambers, to keep you up to speed with recent changes that may affect your business. As a firm that includes a large number of construction related clients, we are members of the Construction Financial Management Association (CFMA). We do this to be active in the local construction community as well as to represent our clients.

As a member, we receive valuable information, in many different forms, that we can in turn communicate to our clients. At the bottom of this blog, you can find the results of a survey titled, “Contractor Payment Survey.” This survey was put together by the Institute of Certified Construction Industry Financial Professionals. On August 10th, the survey was mailed to 925 CCIFPs and was also posted on the CFMA Cafe website that reached approximately 7000 members. The survey was then closed on August 17th with 142 respondents. 

Questions included in the survey are:
  • On average, how long does it take to collect payments?
  • How does your current collection time compare to last year?
  • How does your current collection time compare to three years ago?
  • Of all payment transactions you received during the last year, what percent were checks, ACH/wire, or credit card?
  • When considering your total revenue for the last year, what percent was received from checks, ACH/wire, and/or credit card?
  • What is your gross annual revenue?
  • What is your total number of employees?

Results of Contractor Payment Survey: CLICK HERE

resources

Resources for Small Business News

Are you a small business owner without go-to resources for your business news? It is important to stay on top of industry updates, events, and ideas that may impact your small business. However, we know that running a small business is no easy feat. When you have five extra minutes, you do not want to spend them sifting through news outlets, deciding what is trustworthy and worth reading.

In order to help with this, we are sharing a blog post by Meredith Wood of Fundera. Meredith provides readers with an organized list of resources including websites, blogs, and social media pages to follow. When utilizing this list, business owners will save time and have easy access to helpful advice and information.The list provided includes sources that will share the latest news and updates in capital expenses, loans, budgeting, forecasting, marketing, social media, taxes, HR issues, government standards, etc.

For example, one of our favorite suggestions in the list is New York Times: Entrepreneurship & Your Taxes. The New York Times is common reading material for most people but the particular sections Meredith mentions, we find important. The first one being Entrepreneurship and the second being Your Taxes. Both of these sections highlight subjects like small business tax, healthcare reform, and credit scores.

Click here for the 37 Best Resources For Small Business News

Recent Tax Changes That Will Affect Your Business Decisions

There have been two recent changes in tax laws that affect business decisions.  One is the increase in De Minimis Safe Harbor Expensing Threshold in IRS Notice 2015-82 and the other is the Protecting Americans from Tax Hikes Act of 2015 (PATH Act).

De Minimis Safe Harbor Expensing Threshold: 

There was a change in the repair and expensing rules in 2014.  Under those rules many of you signed a policy to expense items that cost under the de minimis safe harbor of $500.  This allowed you to deduct the cost of items under $500 instead of capitalizing and depreciating those items.  The IRS now allows you to change your policy so that you may deduct in 2016 the items costing less than $2,500.  If you did sign a policy under the previous rules, you may want to change your policy to deduct items costing up to $2,500.  This policy should be in writing and signed as soon as possible. 

PATH Act:

The PATH Act was passed by the US House and the US Senate and signed into law by the President on December 18, 2015.  Some of the provisions in the act are permanent and others are for a limited amount of time.  The following are some of the provisions that may affect you.

Code Section 179 Depreciation:

The Code Section 179 expensing was scheduled to revert back to a limit of $25,000 for 2015.   The Path Act permanently sets the expensing limit at $500,000 with a $2,000,000 investment limit for tax years beginning in 2015 and subsequent years.  These amounts will be indexed for inflation for 2016 and subsequent years.

Bonus Depreciation: 

The Path Act extends the bonus depreciation under a phase-down schedule for calendar years 2015 through 2019.  Bonus depreciation is 50% for 2015-2017; 40% in 2018; and 30% in 2019.

Other Tax Credits and deductions:

  • The research and development (R & D) tax credit has been permanently extended with an increase from 14% to 20% of qualified costs.
  • The 100% exclusion allowed for gain on the sale or exchange of qualified small business stock held for more than five years is made permanent.
  • The PATH Act makes permanent the 5 year recognition period for built-in gain following conversions from a C corporation to an S corporation.
  • The Work Opportunity Tax credit is extended through 2019.

These are important updates that could affect your 2016 business year.  If you have any questions, please click the button below to start your conversation with a CPA at LBA Haynes Strand today!

Recent Tax Changes That Will Affect Individual Taxpayers

The Protecting Americans from Tax Hikes Act of 2015 (PATH Act) was passed by the US House and the US Senate and signed into law by the President on December 18, 2015.  Some of the provisions in the act are permanent and others are for a limited amount of time.

The following are some of the provisions that may affect you:

Charitable Distributions for IRA’s:

The PATH Act permanently extends the ability of individuals aged 70 ½ to exclude from income up to $100,000 per year of distributions transferred directly to a qualified charitable organization for 2015 and succeeding years.

American Opportunity Tax Credit: 

The Path Act makes the credit permanent.  The credit is increased to $2,500 per year for four years of post-secondary education.  A phase out starts at $80,000 for single taxpayers and $160,000 for married taxpayers.  Taxpayers with income in excess of the phase out amounts have a reduced amount of credit allowable.

Deduction of qualified tuition and related expenses:

The above the line deduction for qualified tuition and fees has been extended through 2016.

Deduction for elementary and secondary school teachers:

The above the line deduction for elementary and secondary school teachers’ classroom expenditures has been permanently extended for years after 2014.  The $250 deduction will be indexed for inflation for years starting in 2016.

Deduction of State and Local general sales taxes:

The election to claim an itemized deduction for state and local general sales tax has been permanently extended for 2015 and subsequent years.

Deduction of State and Local general sales taxes:

The treatment of mortgage insurance premiums as deductible qualified mortgage interest subject to AGI phase-out is extended for 2015 and 2016.

Exclusion of mortgage debt cancellation:

The Act excludes from income cancellation of mortgage debt on principal residence of up to $2,000,000 through 2016.

To discuss these changes and learn how they may affect you, contact LBA Haynes Strand today by clicking the button  below.

Recent Change For Small Business: Something You May Want To Do

The President signed the 21st Century Cures Act on December 13, 2016. This law allows small businesses with fewer than 50 full-time equivalent employees to use health reimbursement arrangements (HRAs) after 2016. HRAs allow employers to pay or reimburse employees for qualified medical expenses. Employers can deduct the expense on their business tax returns but employees generally do not have to include the expense in their income.

Employers must offer the arrangement to all employees and distribute a written notice to all employees at least 90 days before the beginning of each tax year. For 2017, a notice must be distributed before March 13. The amount of the expense may not exceed $4,950 ($10,000 for family) per year.

No mention was made on how to treat 2% owners of S corporations.

Please click the button below for a no-cost consultation to discuss more detailed information on health reimbursement arrangements.

QuickBooks Online: Is It Right For Your Business?

QuickBooks Online has become a widely used alternative to the traditional desktop versions of QuickBooks. With up-to-date bank and expense information that is accessible by both the business owner and CPA (once the CPA is granted accountant access to the company) it’s easy to see the immense benefits. Business owners have no down time as they wait for their CPA to do monthly, quarterly or yearly work and CPAs have the most recent data in order to efficiently and effectively assist their clients in day-to-day business dealings.

Unlike the desktop versions of QuickBooks, QuickBooks Online provides users with the most current version without the yearly added cost of upgrading software. The highly secure QuickBooks Online servers provide immediate backup of your company files and is accessible from virtually anywhere you can access the internet. There is even an awesome app for the iPad that enables you to take photos of receipts and enter them into your bank or credit card register on the go. The portability and functionality of the program makes keeping your company’s financial records a breeze.

QuickBooks Online is allowing us at LBA Haynes Strand to stay ahead of the curve by achieving results through a fully engaged approach and diligent planning. To see a visual guide on converting to QuickBooks Online, click here or contact our office for additional information on the benefits and limitations of the software.