Merger & Acquisition Analysis Archives - Page 29 of 32

IRS Extends Filing and Payment Deadline until midnight Wednesday, April 18th

Tax Prep, Planning & Strategy|April 18, 2018

The IRS’s Modernized e-File and Direct Pay systems were not in operation for most of the day on Tuesday, which was the deadline for individual taxpayers to file their 2017 tax returns. As a result, the IRS extended the filing and payment deadline until midnight on Wednesday, April 18.

Direct Pay allows taxpayers to securely pay taxes directly from their bank account. However, on Tuesday, taxpayers who attempted to make a payment were greeted with a message that said, “This service is temporarily unavailable. We are working to resolve the issue.” The Modernized e-File system had a similar message: “The MeF System is currently down. We are working on this as a priority.”

Both systems were back up and running at approximately 5 p.m. EDT on Tuesday.

Earlier during the day, the IRS website cautioned: “Note that your tax payment is due although IRS Direct Pay may not be available.” Taxpayers were directed to a page listing other payment options.

However, on Tuesday evening, the IRS extended the payment and filing deadlines. Taxpayers do not need to do anything to receive the extra time, the IRS said.

The IRS reports that last year, more than 5 million tax returns were filed on the deadline day.

Acting IRS Commissioner David Kautter apologized in a prepared statement: “The IRS apologizes for the inconvenience this system issue caused for taxpayers. The IRS appreciates everyone’s patience during this period.”

Blockchain may soon drive business worldwide

Tax Prep, Planning & Strategy|April 12, 2018

“Blockchain” may sound like something that goes on a vehicle’s tires in icy weather or that perhaps is part of that vehicle’s engine. Indeed it is a type of technology that may help drive business worldwide at some point soon — but digitally, not physically. No matter what your industry, now’s a good time to start learning about blockchain.

Secure structure

Blockchain is sometimes also called “distributed ledger technology.” It was introduced in 2009 to support digital “cryptocurrencies” such as bitcoin. Entries in each digital ledger are stored in blocks, with each block containing a timestamp and providing a link to the previous block.

Typically, a blockchain is managed on a secure peer-to-peer network with protocols for validating blocks. Once data is recorded, no one can change it without altering all other blocks — which requires approval by most network participants. Blockchain proponents argue that this process essentially authenticates all information entered.

Various uses

The financial industry led the way in recognizing blockchain’s potential, foreseeing that users could execute transactions without relying on banks and other third parties. Another potential application is in the M&A sphere. Buyers and sellers could shift due diligence documentation to blockchain, so financial and legal advisors wouldn’t have to spend as much time poring over so many different and disparate records. The M&A process could thereby be completed more quickly.

There are also many industries that could employ blockchain technology to conduct quicker and more secure transactions or simply track data more efficiently.

Take manufacturers, as well as virtually any supply chain business: Blockchain could provide safeguards against errors, fraud or tampering. This functionality could bolster trust among supply chain partners. Over the long run, blockchain may even eliminate the need for third-party payment processors.

Another example: the health care industry. Blockchain could be used to better secure electronic health information, improve billing and claims processing, and enhance the integrity of the prescription drug supply chain. All of this could positively impact the health care insurance market for every employer.

Ahead of the curve

Most business owners don’t need to scramble to incorporate blockchain-related technology right this minute. But you might want to get ahead of the curve by learning more about it now and pondering some ways that blockchain could affect your company. Let us know if you need further information or other ideas on the future of business.

4 steps to boosting positive PR for your nonprofit

Accounting & Assurance|April 11, 2018

For most not-for-profits, there’s no such thing as too much good publicity. If you’re struggling to get enough attention from media outlets, follow these steps:

1. Seize the day. Raise your nonprofit’s profile by putting out news releases regularly rather than just occasionally. A variety of events, such as the addition of a key staff member, an operational milestone, a new grant you’ve received or the kick-off of a fundraising campaign, can warrant a press release.

2. Target the right media. Go beyond simply sending out news releases and become familiar with potential media targets. Focus on outlets that are most likely to use your press releases — for example, local newspapers that have a section devoted to community news. Get to know assignment editors, their key sections and special features, target audiences, and publication and broadcast schedules. By taking the time, you can pinpoint the most suitable outlets for your news.

3. Time your news. When it comes to good publicity, timing can be everything. You might increase your odds of coverage by submitting requests at the start of a new publication cycle. Another tactic is to host an event or release an important announcement on a typically slow news day. For example, daily newspapers and local television stations may be particularly receptive to requests for coverage on Sundays.

4. Make it local. Providing a local angle on an issue of national importance will increase your appeal to the media. Whenever possible, offer an expert source from your organization who can talk knowledgeably about the local impact of a national story. By positioning yourself and your organization as an authority and noting trends and other interesting items, you can grab the attention of reporters and editors.

Getting your nonprofit in the news in a positive way broadens its exposure, enhances its credibility and enables you to spread the word about your mission to potential donors — all free of charge. It just takes a little strategic planning on your part.

A net operating loss on your 2017 tax return isn’t all bad news

Accounting & Assurance|April 9, 2018

When a company’s deductible expenses exceed its income, generally a net operating loss (NOL) occurs. If when filing your 2017 income tax return you found that your business had an NOL, there is an upside: tax benefits. But beware — the Tax Cuts and Jobs Act (TCJA) makes some significant changes to the tax treatment of NOLs.

Pre-TCJA law

Under pre-TCJA law, when a business incurs an NOL, the loss can be carried back up to two years, and then any remaining amount can be carried forward up to 20 years. The carryback can generate an immediate tax refund, boosting cash flow.

The business can, however, elect instead to carry the entire loss forward. If cash flow is strong, this may be more beneficial, such as if the business’s income increases substantially, pushing it into a higher tax bracket — or if tax rates increase. In both scenarios, the carryforward can save more taxes than the carryback because deductions are more powerful when higher tax rates apply.

But the TCJA has established a flat 21% tax rate for C corporation taxpayers beginning with the 2018 tax year, and the rate has no expiration date. So C corporations don’t have to worry about being pushed into a higher tax bracket unless Congress changes the corporate rates again.

Also keep in mind that the rules are more complex for pass-through entities, such as partnerships, S corporations and limited liability companies (if they elected partnership tax treatment). Each owner’s allocable share of the entity’s loss is passed through to the owners and reported on their personal returns. The tax benefit depends on each owner’s particular tax situation.

The TCJA changes

The changes the TCJA made to the tax treatment of NOLs generally aren’t favorable to taxpayers:

* For NOLs arising in tax years ending after December 31, 2017, a qualifying NOL can’t be carried back at all. This may be especially detrimental to start-up businesses, which tend to generate NOLs in their early years and can greatly benefit from the cash-flow boost of a carried-back NOL. (On the plus side, the TCJA allows NOLs to be carried forward indefinitely, as opposed to the previous 20-year limit.)

* For NOLs arising in tax years beginning after December 31, 2017, an NOL carryforward generally can’t be used to shelter more than 80% of taxable income in the carryforward year. (Under prior law, generally up to 100% could be sheltered.)

The differences between the effective dates for these changes may have been a mistake, and a technical correction might be made by Congress. Also be aware that, in the case of pass-through entities, owners’ tax benefits from the entity’s net loss might be further limited under the TCJA’s new “excess business loss” rules.

Complicated rules get more complicated

NOLs can provide valuable tax benefits. The rules, however, have always been complicated, and the TCJA has complicated them further. Please contact us if you’d like more information on the NOL rules and how you can maximize the tax benefit of an NOL.

A total return unitrust can help maintain family harmony

Tax Prep, Planning & Strategy|April 5, 2018

A traditional trust can sometimes create a conflict between the lifetime and remainder beneficiaries. For example, investment strategies that provide growth that benefits remainder beneficiaries can leave lifetime beneficiaries with little or no annual payouts. This makes it more difficult for your estate plan to achieve your objectives and places your trustee in a difficult position. A total return unitrust (TRU) may offer a solution.

A TRU frees the trustee to employ investment strategies that maximize growth (total return) for the remainder beneficiaries without depriving lifetime beneficiaries of income. Rather than pay out its income to the lifetime beneficiary, a TRU pays out a fixed percentage (typically between 3% and 5%) of the trust’s value, recalculated annually, regardless of the trust’s earnings.

Issues to consider when creating a TRU

It’s important to plan a TRU carefully, such as by projecting the benefits your beneficiaries will enjoy under various scenarios, including different payout rates, investment strategies and market conditions. Keep in mind that, for a TRU to be effective, it must produce returns that outperform the payout rate, so don’t set the rate too high.

Your state’s trust laws also must be considered. Some states don’t allow TRUs. Also, many states establish payout rates (or ranges of permissible rates) for TRUs, so your flexibility in designing a TRU may be limited. Finally, if a trust is required to pay out all of its income to a current beneficiary, be sure that unitrust payouts will satisfy the definition of “income” under applicable state and federal law.

Converting an existing trust into a TRU

If you’re concerned that an existing, irrevocable, income-only trust may be unfair to certain beneficiaries, it may be possible to convert it into a TRU. To do so, such a conversion must be permitted by applicable state law.

An IRS private letter ruling clarifies that converting a trust into a TRU according to state law shouldn’t have any negative federal tax implications. It doesn’t cause the trust to lose its grandfathered status for generation-skipping transfer tax purposes.

Is a TRU right for you?

By aligning your beneficiaries’ interests, a TRU can relieve tension among your loved ones and allow your trustee to concentrate on developing the most effective investment strategy. We can project TRU benefits for you under various scenarios, help you find out what’s permitted in your state and provide additional details about TRUs.

Finding a bookkeeper for your nonprofit

Accounting & Assurance|April 4, 2018

Looking for the perfect bookkeeper is something like looking for an ideal mate. You’ll want to think hard about your organization’s needs before you start searching for, and commit to, the person who’ll handle your day-to-day accounting functions.

Define the role

Before advertising the position, define the role. Crafting a detailed job description that outlines responsibilities will help you attract qualified candidates and give you a consistent yardstick with which to measure them.

Common bookkeeper responsibilities include:

• Preparing and recording accounts payable, accounts receivable and cash receipts,

• Tracking expenses,

• Reconciling bank statements,

• Posting accounts to the general ledger, and

• Preparing for year-end financial audits.

If you’ll be relying on your bookkeeper to send donor acknowledgments, order supplies or handle any other clerical duties, spell out those duties in the job description.

Ensure a good fit

Not-for-profits have special bookkeeping challenges that for-profit businesses don’t. At the very least, you want a bookkeeper who understands there are differences, such as accounting for pledges, donated goods and services, and restricted donations. Candidates also must be:

• Knowledgeable about accounting basics,

• Willing to learn your organization’s accounting specifics,

• Attentive to details,

• Deadline-oriented, and

• Computer-literate.

Finally, because your bookkeeper will handle cash, financial records and proprietary information, potential hires must be trustworthy and above reproach. Conduct thorough background and credit checks on anyone you’re seriously considering, including following up on any references.

Get what you need

Many organizations hire a bookkeeper because other staff members don’t have the necessary accounting skills. If you’re in that situation, you may wonder how you can judge the accounting acumen of bookkeeper candidates. We can help you define the role and provide advice on hiring the bookkeeper that meets your needs.

Should you file Form SS-8 to ask the IRS to determine a worker’s status?

Tax Prep, Planning & Strategy|April 2, 2018

Classifying workers as independent contractors — rather than employees — can save businesses money and provide other benefits. But the IRS is on the lookout for businesses that do this improperly to avoid taxes and employee benefit obligations.

To find out how the IRS will classify a particular worker, businesses can file optional IRS Form SS-8, “Determination of Worker Status for Purposes of Federal Employment Taxes and Income Tax Withholding.” However, the IRS has a history of reflexively classifying workers as employees, and filing this form may alert the IRS that your business has classification issues — and even inadvertently trigger an employment tax audit.

Contractor vs. employee status

A business enjoys several advantages when it classifies a worker as an independent contractor rather than as an employee. For example, it isn’t required to pay payroll taxes, withhold taxes, pay benefits or comply with most wage and hour laws.

On the downside, if the IRS determines that you’ve improperly classified employees as independent contractors, you can be subject to significant back taxes, interest and penalties. That’s why filing IRS Form SS-8 for an up-front determination may sound appealing.

But because of the risks involved, instead of filing the form, it can be better to simply properly treat independent contractors so they meet the tax code rules. Among other things, this generally includes not controlling how the worker performs his or her duties, ensuring you’re not the worker’s only client, providing Form 1099 and, overall, not treating the worker like an employee.

Be prepared for workers filing the form

Workers seeking determination of their status can also file Form SS-8. Disgruntled independent contractors may do so because they feel entitled to health, retirement and other employee benefits and want to eliminate self-employment tax liabilities.

After a worker files Form SS-8, the IRS sends a letter to the business. It identifies the worker and includes a blank Form SS-8. The business is asked to complete and return it to the IRS, which will render a classification decision. But the Form SS-8 determination process doesn’t constitute an official IRS audit.

Passing IRS muster

If your business properly classifies workers as independent contractors, don’t panic if a worker files a Form SS-8. Contact us before replying to the IRS. With a proper response, you may be able to continue to classify the worker as a contractor. We also can assist you in setting up independent contractor relationships that can pass muster with the IRS.

Mature nonprofits face changing priorities

Accounting & Assurance|March 28, 2018

Successful not-for-profits typically proceed along a standard life cycle. Their early stage precedes a growth period that runs several years, followed by maturity. At this stage, the nonprofit has built its core programs and achieved a reputation in the community. But no organization can afford to rest on its laurels.

Where you are

Mature organizations generally are adept at maintaining adequate operating reserves and sufficient cash on hand to support daily operations. Your nonprofit also may already have initiated a planned giving program and endowment.

Many mature organizations experience greater program and operational coordination and more formal planning and communications. But they’re also more vulnerable to “mission drift.” This happens when a nonprofit begins to make compromises to generate funds rather than stick to its founding objectives and values.

Alliances with other organizations are common at this stage. Such affiliations can extend your impact and increase your financial stability. Alliances also can help reinforce your mission focus and prevent your nonprofit from getting too bogged down by policy and procedures. If you lead a mature nonprofit, you should set your sights toward sustainability.

Your board’s role

Another way to increase fiscal strength is to add members to your board. A mature nonprofit’s brand identity may enable it to attract wealthier and more prestigious board members. Ideally, these members will have more to offer than simply money, such as valuable connections or expertise in a certain area.

As your executive director and staff concentrate on operations, your board should take an even greater leadership role by setting direction and strategic policy. The board may become more conservative, though. (Younger nonprofits tend to have more entrepreneurial, risk-taking board members.)

Program considerations

When it comes to programming, your mature nonprofit needs to be wary of complacency. Regularly review your programming for relevance and effectiveness and make sure your strategic plan both focuses on the long term and outlines new opportunities. Surveys can help ensure that you’re meeting your constituents’ needs and interests, which often change over time.
For more ideas about maintaining your mature nonprofit’s financial health, contact us.

2018 Q2 tax calendar: Key deadlines for businesses and other employers

Tax Prep, Planning & Strategy|March 26, 2018

Here are some of the key tax-related deadlines affecting businesses and other employers during the second quarter of 2018. Keep in mind that this list isn’t all-inclusive, so there may be additional deadlines that apply to you. Contact us to ensure you’re meeting all applicable deadlines and to learn more about the filing requirements.

April 2

Electronically file 2017 Form 1096, Form 1098, Form 1099 (except if an earlier deadline applies) and Form W-2G.

April 17

If a calendar-year C corporation, file a 2017 income tax return (Form 1120) or file for an automatic six-month extension (Form 7004), and pay any tax due. If the return isn’t extended, this is also the last day to make 2017 contributions to pension and profit-sharing plans.

If a calendar-year C corporation, pay the first installment of 2018 estimated income taxes.

April 30

Report income tax withholding and FICA taxes for first quarter 2018 (Form 941), and pay any tax due. (See exception below under “May 10.”)

May 10

Report income tax withholding and FICA taxes for first quarter 2018 (Form 941), if you deposited on time and in full all of the associated taxes due.

June 15

If a calendar-year C corporation, pay the second installment of 2018 estimated income taxes.

Don’t overlook securities laws when planning your estate

Tax Prep, Planning & Strategy|March 22, 2018

For a variety of estate planning and asset management purposes, many affluent families hold their assets in trusts, family investment vehicles or charitable foundations. If assets held in this manner include interests in hedge funds, private equity funds or other “unregistered” securities, it’s important to ensure that the entity is qualified to hold such investments.

Certain exemptions under the federal securities laws require that investors in private funds and other unregistered securities qualify as “accredited investors” or “qualified purchasers.”

What is an accredited investor?

Accredited investors include financial institutions and other entities that meet certain requirements, as well as certain officers, directors and other insiders of the entity whose securities are being offered. They also include individuals with either 1) a net worth of at least $1 million (excluding their primary residences), or 2) income of at least $200,000 in each of the preceding two years, and with a reasonable expectation of meeting the requirements in the current year.

A trust (including a foundation organized as a trust) can qualify as an accredited investor in one of three ways:

1. Its assets are greater than $5 million, it wasn’t formed for the specific purpose of acquiring the securities in question and a sophisticated person directs its investments.
2. A national bank or other qualifying financial institution serves as trustee.
3. The trust is revocable and the grantor qualifies as an accredited investor individually.

Family investment vehicles are accredited investors if their assets exceed $5 million and they weren’t formed for the specific purpose of making the investment in question. Alternatively, they can qualify as accredited if all of their equity owners are accredited.

What is a qualified purchaser?

Individuals are qualified purchasers if they have at least $5 million in investments. Other qualified purchasers include:

An entity that has at least $5 million in investments, with all of its beneficiaries being either closely related family members; estates, foundations, or charitable organizations of such family members; or trusts created by or for the benefit of the family member described,
A trust that doesn’t meet the family exception above, so long as the trust wasn’t established solely for the purpose of making the investment, and every individual associated with the trust as either creator, contributor or investment decision-maker is considered a qualified investor, or
An entity with not less than $25 million in investments.

Determining whether a family entity is an accredited investor or a qualified purchaser can be complex, as there are nuances in the definitions. The information provided is intended to be a guideline — your specific circumstances could vary from the general rules. Contact us with any questions.

IRS Extends Filing and Payment Deadline until midnight Wednesday, April 18th

Blockchain may soon drive business worldwide

4 steps to boosting positive PR for your nonprofit

A net operating loss on your 2017 tax return isn’t all bad news

A total return unitrust can help maintain family harmony

Finding a bookkeeper for your nonprofit

Should you file Form SS-8 to ask the IRS to determine a worker’s status?

Mature nonprofits face changing priorities

2018 Q2 tax calendar: Key deadlines for businesses and other employers

Don’t overlook securities laws when planning your estate

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