Advisory Services

Secure Your Business Partnership with a Buy-Sell Agreement
Secure Your Business Partnership with a Buy-Sell Agreement 150 150 smolinlupinco

Buying a business with co-owners or already sharing the reins? A buy-sell agreement isn’t just a smart move–it’s essential. It gives you a more flexible ownership stake, prevents unwanted changes in ownership, and avoids potential IRS complications. 

The basics

There are two main types of buy-sell agreements: cross-purchase and redemption agreements (also known as liquidation agreements).

  • Cross-purchase agreements. This contract between co-owners specifies what happens if one co-owner leaves due to a trigger event, like death or disability. In these cases, the remaining co-owners are required to purchase the departing owner’s interest in the business.
  • Redemption agreements. This is a contract between the business and co-owners which outlines that if one co-owner leaves, the business itself buys their stake.

Triggering events

Co-owners work together to outline what triggering events to include in the buy-sell agreement. Common triggers like death, disability, or reaching retirement age are standard but you can also opt to include other scenarios like divorce.

Valuation and payment terms

Make sure your agreement includes a solid method for valuing ownership stakes. This could be a set price per share, an appraised fair market value, or a formula based on earnings or cash flow. It should also spell out how amounts will be paid out–whether a lump sum or installments–to withdrawing co-owners or their heirs upon a triggering event.

Using life insurance to fund the agreement

The death of a co-owner is a common triggering event, and life insurance is often used to fund buy-sell agreements. 

In a basic cross-purchase agreement between two co-owners, each buys a life insurance policy on the other. If one co-owner dies, the survivor uses the payout to buy the deceased co-owner’s share from the estate, surviving spouse or another heir (s). These insurance proceeds are tax-free as long as the surviving co-owner is the original purchaser of the policy.

Things get complicated when there are more than two co-owners because each co-owner must have life insurance policies on all the other co-owners. In this scenario, the best decision is often to use a trust or partnership to buy and maintain one policy on each co-owner. 

That way, if a co-owner dies, the trust or partnership collects the death benefit tax-free and distributes it to the remaining owners to fund the buyout.

In a redemption agreement, the business buys policies on the co-owners and uses the proceeds to buy out the deceased’s share.

Be sure to specify in your agreement what to do if insurance money does not cover the cost of buying out a co-owner. By clearly outlining that co-owners are allowed to buy out the rest over time, you can ensure some breathing room to come up with the needed cash instead of having to fulfill your buyout obligation right away.

Create certainty for heirs 

If you’re like many business owners, your business is likely a big chunk of your estate’s value. A buy-sell agreement ensures that your heirs can sell your share under the terms you approved. It also locks in the price for estate tax purposes, helping you avoid IRS scrutiny. 

A well-drafted buy-sell agreement protects you, your heirs, your co-owners, and their families. But remember, buy-sell agreements can be tricky to handle on your own.

Reach out to your Smolin advisor to set up a robust agreement that protects the interests of everyone involved.

Your Need-to-Know Tax Guide for Inherited IRAs
Your Need-to-Know Tax Guide for Inherited IRAs 850 500 smolinlupinco

A 2019 change to tax law ended the “stretch IRAs” strategy for most inherited IRAs. This means that beneficiaries now have 10 years to withdraw all of the funds. Since then, there’s been a lot of confusion about required minimum distributions (RMDs).

Thankfully, the IRS has now issued final regulations clarifying the “10-year rule” for inherited IRAs and defined contribution plans, like 401(k)s. In a nutshell, the final regulations largely align with proposed rules released in 2022.

The SECURE Act and 10-Year Rule

Under the Setting Every Community Up for Retirement Enhancement (SECURE) Act of 2019, most heirs except surviving spouses must withdraw the entire balance within 10 years of the original account owner’s death. In 2022, the IRS proposed regulations to clarify the rule. It outlines that beneficiaries must take their taxable RMDs over the course of the 10-year period after the account owner dies. 

They are not permitted to wait until the end of 10 years to take a lump-sum distribution. This annual RMD requirement significantly limits beneficiaries’ tax planning flexibility and, depending on their situations, could push them into higher tax brackets during those years.

Confused beneficiaries reached out to the IRS trying to determine when they needed to start taking RMDs on recently inherited accounts. The uncertainty posed risks for both beneficiaries and the defined contribution plans. 

This is because beneficiaries could have been assessed a tax penalty on amounts that should have been distributed but weren’t. And the plans could have been disqualified for non-compliance.

In response, the IRS waived penalties for taxpayers subject to the 10-year rule who missed 2021 and 2022 RMDs due to the death of the account owner in 2020 or 2021, respectively. 

The waiver guidance also stated that the IRS would issue final regulations no earlier than 2023. When 2023 rolled around, the IRS extended the waiver relief to excuse 2023 missed RMDs if the participant died in 2020, 2021 or 2022.

As of April 2024, the IRS again extended the relief, this time for RMDs in 2024. If certain requirements are met, beneficiaries won’t be assessed a penalty on missed RMDs for these years, and plans will be safe from disqualification based solely on the missed RMDs.

2024 final regulations

The final regulations require certain beneficiaries to take annual RMDs from inherited IRAs or defined contribution plans within ten years following the account owner’s death. These regulations will take effect in 2025.

If the deceased hadn’t begun taking their RMDs before their death, beneficiaries have more flexibility. They can take annual RMDS or wait until the end of the 10-year period and take a lump-sum distribution. Ultimately, the IRS eliminated the requirement to take annual distribution, allowing beneficiaries greater tax planning flexibility. 

For instance, if Ken inherited an IRA in 2021 from his father, who had already begun taking RMDs, under the IRS-issued waivers, Ken doesn’t need to take RMDs for 2022 through 2024. Under the final regulations, he must take annual RMDs for 2025 to 2030, with the account fully distributed by the end of 2031.

If Ken’s father had not started taking RMDs, Ken could have waited until the end of 2031 to take a lump-sum distribution. As long as the account is fully liquidated by the end of 2031, Ken remains in compliance with the rules.

Contact us with questions

If you’ve inherited an IRA or defined contribution plan in 2020 or later, it’s understandable to feel confused about the RMD rules. Reach out to your Smolin advisor for help understanding these regulations and developing a personalized tax-saving strategy.

Tax Implications of Disability Income
Tax Implications of Disability Income 850 500 smolinlupinco

If you are one of the many Americans who rely on disability benefits, you might be wondering how that income is taxed. The short answer is it depends on the type of disability income you receive and your overall earnings.

Taxable Disability Income

The key factor is who paid for the benefit. When the income is paid to you directly from your employer, it’s taxable like your ordinary salary and subject to federal income tax withholding. Depending on your employer’s disability plan, Social Security taxes may not apply. 

Often, disability income isn’t paid by your employer but rather from an insurance policy that provides the disability coverage. Depending on whether the insurance is paid for by you or by your employer, the tax treatment varies. If your employer paid, the income is taxed the same as if it was paid directly to you by the employer as above. But if you paid for the policy, payments received are usually tax-free.

Even if the insurance is offered through your employer, as long as you pay the premiums instead of them, the benefits are not taxed. However, if your employer pays the premiums and includes that amount as part of your taxable income, your benefits may also be taxable. Ultimately, tax treatment of benefits received depends on tax treatment of paid premiums.

Illustrative example

Scenario 1: 

If your salary is $1,050 a week ($54,600 a year) and your employer pays $15 a week ($780 annually) for disability insurance premiums, your annual taxable income would be $55,380. This total includes your salary of $54,600 plus $780 in disability insurance premiums. 

The insurance premiums are considered paid by you so any disability benefits received under that policy are tax-free.

Scenario 2:

If the disability insurance premiums are paid for by your employer and not included in your annual wages of $54,600, the amount paid is excludable under the rules for employer-provided health and accident plans.

The insurance premiums are considered paid for by your employer and any benefits you receive under the policy, are taxable income as ordinary income.

If there is permanent loss of a body part or function, special tax rules apply. In such cases, employer-paid disability might be tax-free, as long as they aren’t based on time lost from work.

Social Security disability benefits 

Social Security Disability Insurance (SSDI) benefits have their own tax rules. Payments are generally not subject to tax as long as your annual income falls under a certain threshold. 

For individuals if your annual income exceeds $25,000, a portion of your SSDI benefits are taxable. The threshold for married couples is $32,000. 

State Tax Implications

Though federal law treats disability payments as taxable income as outlined above, state tax laws vary. It’s wise to seek out professional support to determine if disability payments are taxed or exempt in your state. 

As you determine your disability coverage needs, remember to consider the tax implications. If you purchase a private policy yourself, the benefits are generally tax free since you are using your after-tax dollars to pay the premium. 

On the other hand, if your employer pays for the benefit, you will lose a portion of the benefits to taxes. Plan ahead and look at all your options. If you think your current coverage will be insufficient to support you should the unthinkable happen, you might consider supplementing any employer benefits with an individual.

Reach out to your Smolin advisor to discuss your disability coverage and how drawing benefits might impact your personal tax situation.

Could Borrowing From Your Corporation Equal Lower Rates, Bigger Risks?
Could Borrowing From Your Corporation Equal Lower Rates, Bigger Risks? 850 500 smolinlupinco

Did you know that you can borrow funds from your own closely held corporation at rates much lower than those charged by a bank? This strategy can be advantageous in some aspects but careful planning is crucial to avoid certain risks.  

The Basics

Interest rates have risen sharply over the last couple of years, making this strategy more attractive. Rather than pay a higher interest rate on a bank loan, shareholders can opt to take loans from their corporations. 

This option—with its lower interest rates—is available thanks to the IRS’s Applicable Federal Rates (AFRs) which are typically more budget-friendly than rates offered by banks. If the charged interest falls short of the AFRs, adverse tax results can be triggered.

This borrowed money can be used for a variety of personal expenses, from helping your child with college tuition to tackling home improvement projects or paying off high-interest credit card debt. 

Two Traps to Avoid

1. Not creating a genuine loan 

The IRS needs to see a clear-cut borrower-lender relationship. If your loan structure is sloppy, the IRS could reclassify the proceeds as additional compensation, which would result in an income tax bill for you and payroll tax for you and your corporation. However, the business would still be able to deduct the amount treated as compensation as well as the corporation’s share of related payroll taxes.

On the other hand, the IRS can claim that you received a taxable dividend if your company is a C corporation, triggering taxable income for you with no offsetting deduction for your business.

It’s best to create a formal written loan agreement to establish your promise of repayment to the corporation either as a fixed amount under an installment schedule or on demand by the corporation. Be sure to document the terms of the loan in your corporate minutes as well.

2. Not charging sufficient interest

To avoid getting caught in the IRS’s “below-market loan rules” make sure you’re charging an interest rate that meets or exceeds the AFR for your loan term. One exception to the below-market loan rules is if aggregate loans from corporation to shareholder equal $10,000 or less.

Current AFRs

The IRS publishes AFRs monthly based on current market conditions. For loans made in July 2024, the AFRs are:

  • 4.95% for short-term loans of up to three years,
  • 4.40% for mid-term loans of more than three years but not more than nine years, and
  • 4.52% for long-term loans of over nine years.

These rates assume monthly compounding of interest. However, the specific AFR depends on whether it’s a demand loan or a term loan. Here’s the key difference: 

  • Demand loans allow your corporation to request repayment in full at any time with proper notice.
  • Term loans have a fixed repayment schedule and interest rate set at the loan’s origination based on the AFR for the chosen term (short, mid, or long). This type of loan offers stability and predictability to both the borrower and the corporation.

Corporate Borrowing in Action

Imagine you borrow $100,000 from your corporation to be repaid in installments over 10 years. Right now, in July 2024, the long-term AFR is 4.52% compounded monthly over the term. To avoid tax issues, your corporation would charge you this rate and report the interest income.

On the other hand, if the loan document states that the borrowed amount is a demand loan, the AFR is based on a blended average of monthly short-term AFRs for the year. If rates go up, you need to pay more interest to avoid below-market loan rules. And, if rates go down, you pay a lower interest rate.

From a tax perspective, term loans for more than nine years are because they lock in current AFRs. If interest rates drop, you can repay the loan early and secure a new loan at the lower rate.

Avoid adverse consequences

Shareholder loans are complex, especially in situations where the loan charges below-AFR interest, the shareholder stops making payments, or your corporation has more than one shareholder. Contact a Smolin advisor for guidance on how to proceed in your unique circumstance.

Ensuring Transparency When Using Non-GAAP Metrics to Prepare Financial Statements

Ensuring Transparency When Using non-GAAP Metrics to Prepare Financial Statements
Ensuring Transparency When Using non-GAAP Metrics to Prepare Financial Statements 850 500 smolinlupinco

Mind the GAAP!

Staff from the Securities and Exchange (SEC) commission expressed concerns at last November’s Financial Executives International’s Corporate Financial Reporting Insights Conference about the use of financial metrics that don’t conform to U.S. Generally Accepted Accounting Principles (GAAP).

According to Lindsay McCord, chief accountant of the SEC’s Division of Corporation Finance, many companies struggle to comply with the SEC’s guidelines on non-GAAP reporting. 

Increasing concerns 

The GAAP guidelines provide accountants with a foundation to record and summarize business transactions with honest, accurate, fair, and consistent financial reporting. Generally, private companies don’t have to follow GAAP, though many do. By contrast, public companies are required to follow GAAP by the SEC.

The use of non-GAAP measures has increased over time. When used to supplement GAAP performance measures, these unaudited figures do offer insight. However, they may also be used to artificially inflate a public company’s stock price and mislead investors. In particular, including unaudited performance figures—like earnings before interest, taxes, depreciation and amortization (EBITDA)—positions companies to cast themselves in a more favorable light. 

Non-GAAP metrics may appear in the management, discussion, and analysis section of their financial statements, earnings releases, and investor presentations.

Typically, a company’s EBITDA is greater than its GAAP earnings since EBITDA is commonly adjusted for such items as: 

  • Stock-based compensation
  • Nonrecurring items
  • Intangibles
  • Other company-specific items

Non-GAAP metrics or adjustments can also be selectively presented to give the impression of a stronger financial picture than that of audited financial statements. Companies may also fail to clearly label and describe non-GAAP measures or erroneously present non-GAAP metrics more prominently than GAAP numbers. 

10 questions to ask

To help ensure transparent non-GAAP metric disclosures, the Center for Audit Quality (CAQ) recommends that companies ask these questions: 

1. Would a reasonable investor be misled by the non-GAAP measure presented? What is its purpose? 

2. Is the most comparable GAAP measure more prominent than the non-GAAP measure? 

3. Are the non-GAAP measures presented as necessary and appropriate? Will they help investors understand performance? 

4. Why has management chosen to incorporate a specific non-GAAP measure alongside well-established GAAP measures?

5. Is the company’s disclosure substantially detailed on the purpose and usefulness of non-GAAP measures for investors? 

6. Does the disclosure adequately describe how the non-GAAP measure is calculated and reconcile items between the GAAP and non-GAAP measures?

7. How does management use the measure, and has that use been disclosed?

8. Is the non-GAAP measure clearly labeled as non-GAAP and sufficiently defined? Is there a possibility that it could be confused with a GAAP measure?

9. What are the tax implications of the non-GAAP measure? Does the calculation align with the tax consequences and the nature of the measure?

10. Do the company’s material agreements require compliance with a non-GAAP measure? If so, have those material agreements been disclosed?

The CAQ provides additional questions that address the consistency and comparability of non-GAAP metrics.

Questions? Smolin can help

Non-GAAP metrics do have positive potential. For example, when used appropriately, they can provide greater insight into the information that management considers important in running the business. To avoid misleading investors and lenders, though, care must be taken. 

To discuss your company’s non-GAAP metrics and disclosures in more detail, contact your accountant.

Preparing Year-End Inventory Counts

Preparing for Year-End Inventory Counts
Preparing for Year-End Inventory Counts 850 500 smolinlupinco

Year-end is approaching quickly. If your business operates according to the calendar year, it’s time for a physical inventory account. While this task can feel tedious and time-consuming, it’s also a key chance to further develop your business’s operational efficiency.

As you prepare to undertake the count, let’s review some best practices that will help you make the most of the process. 

The Importance of Accuracy

Accuracy is crucial for many reasons. After all, why bother going through the process of a physical inventory count only to wind up with inaccurate numbers? In addition, you’ll need a trustworthy estimate of ending inventory in order to accurately estimate your company’s annual profits. 

For your income statement

For manufacturers, retailers, and myriad other businesses, the cost of sales is a major expense on the income statement. Calculating it is simple at the basic level. Simply subtract your ending inventory from the beginning inventory plus purchases during the year. 

However, things can become far more complicated without an accurate count. If the inventory balance for the end or the beginning of the year is incorrect, it’s impossible to determine how profitable your company truly is. 

For your balance sheet

When it comes to your company’s balance sheet, inventory is a major line item. In fact, inventory is often viewed as a form of loan collateral by lenders. Plus, stockholders review inventory-based ratios to evaluate the financial strength of your organization. 

And, of course, determining the amount of insurance coverage you’d need in the event of a major loss isn’t possible without an understanding of your true inventory. 

Importance of a Physical Count

Many companies use a computerized perpetual inventory. In it, value increases as you purchase goods (or raw materials are transformed into finished goods.) By contrast, it decreases as those goods are sold.

While this is a great first step, this method doesn’t always lead to an accurate count. This is why it’s so crucial to conduct physical counts at key times of the year as part of a strong internal control system.

In addition to double-checking the system’s accuracy, a physical count also signals to potential thieves and fraudsters that your company takes theft seriously and keeps a firm watch on its assets. 

Challenges Involved in Estimating Inventory Values

Your balance sheet might include inventory that consists of finished goods, works-in-progress, and raw materials, depending on the nature of your company’s origins. Under U.S. Generally Accounting Principles, inventory items are recorded at the market value or the lower of cost.

Subjective judgment calls could be involved when it comes to estimating the market value of inventory, particularly if your business creates and sells finished goods from raw materials. For works-in-progress, assessing value objectively can be particularly challenging because it includes overhead allocations. Percentage of completion assessments could also be needed.

Prepping for the count

Completing some tasks before you begin counting will help the entire process run more smoothly. Steps include:

  1. Create (or order) inventory tags that are prenumbered
  2. Examine inventory ahead of time and look for potential challenges that should be addressed prior to counting
  3. Create two-person teams of workers and assign them to specific count zones
  4. If any inventory items are defective or obsolete, write them off. 
  5. If any items are slow-moving, count them ahead of time and separate them into sealed, clearly marked containers. 

Additional procedure for companies that issue audited financial statements 

Arrange for at least one member of your external audit team to be present throughout your physical inventory count. However, don’t expect them to help with the counting.

Instead, they’ll be responsible for: 

  • witnessing your procedures (including any statistical sampling methods employed)
  • evaluating inventory processes
  • assessing internal controls over inventory
  • running an independent count to compare counts made by your employees with your inventory listing 

Questions? Smolin can help.

Over the years, we’ve witnessed the best (and worst) practices you could imagine when it comes to physical inventory counts. If you’re looking for more specific guidance on how to conduct a physical inventory count at your company—or simply additional recommendations on how to manage your inventory more efficiently year-round—we can help.

Contact your accountant to learn more.  

Startup Businesses Research Tax Credit Payroll Taxes

Startup Businesses May Be Able to Apply the Research Tax Credit Against Payroll Taxes
Startup Businesses May Be Able to Apply the Research Tax Credit Against Payroll Taxes 850 500 smolinlupinco

If your business has increased research activities, you may be eligible to claim a valuable tax credit often referred to as the research and development (R&D) credit. Although claiming the R&D tax credit requires complex calculations, we can help take care of these calculations for you.

In addition to the tax credit itself, you should also be aware of two features that are especially advantageous to small businesses:

  1. Small businesses with $50 million or less in gross receipts are eligible to claim the R&D credit against alternative minimum tax (AMT) liability
  2. Certain startup businesses may claim the credit against the employer’s Social Security payroll tax liability

It’s worth taking a closer look at this second feature.

If your business is eligible, your business can elect to apply some or all of the research tax credit you earn against your payroll taxes, rather than your income tax. With this payroll tax election in mind, some small startup businesses may wish to undertake or increase their research activities. And if your business is already engaged in or is planning to undertake research activities, you should be aware that some tax relief may be available to you.

Benefits of the election

Many new businesses pay no income tax and won’t pay tax for some time, even if they have a net positive cash flow and/or a book profit. 

Because of this, new businesses typically have no amount to apply business credits, including the research credit, against. However, even a new wage-paying business will have payroll tax liabilities. 

The payroll tax election thus offers new businesses a chance to more quickly use the research credits they earn. Since every dollar of credit-eligible expenditure can result in as much as a 10-cent tax credit, this election can serve as a major boon to businesses during the start-up phase when help is most needed.

What businesses are eligible?

In order to be eligible for the election, a taxpayer must:

  • Have gross receipts for the election year that are less than $5 million
  • Be no more than five years past the startup period (the period for which it had no receipts)

Only the gross receipts from the taxpayer’s business are taken into account in making these determinations. Other income such as an individual’s salary or investment income aren’t taken into consideration. 

You should also note that an entity or individual can’t choose to make the election for more than six straight years.

Limitations

If an individual chooses to make the payroll tax election, the research credit for which the election is made may only be applied against the Social Security portion of FICA taxes. The credit can’t be applied against the “Medicare” portion of FICA taxes or any FICA taxes that are withheld and remitted to the government on behalf of employees.

In addition, the election can’t be made on research credit amounts in excess of $250,000 annually. For C corporations and individual taxpayers, the election can only be taken for research credits that would have to be carried forward in the absence of an election. This means that C corporations can’t make the election for amounts that the taxpayer could use to reduce their own income tax liabilities.

Identifying and substantiating expenses eligible for the research credit is a complex undertaking, and these are only the basics of the payroll tax election. If you have further questions or believe you may benefit from the payroll tax election, contact us.

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