Due Diligence Archives - MGO CPA | Tax, Audit, and Consulting Services https://www.mgocpa.com/perspectives/topic/due-diligence/ Tax, Audit, and Consulting Services Fri, 12 Sep 2025 20:04:07 +0000 en-US hourly 1 https://wordpress.org/?v=6.8.2 https://www.mgocpa.com/wp-content/uploads/2024/11/MGO-and-You.svg Due Diligence Archives - MGO CPA | Tax, Audit, and Consulting Services https://www.mgocpa.com/perspectives/topic/due-diligence/ 32 32 How to Manage Vendor Risk in Casino Operations https://www.mgocpa.com/perspective/how-to-manage-vendor-risk-casino-operations/?utm_source=rss&utm_medium=rss&utm_campaign=how-to-manage-vendor-risk-casino-operations Thu, 15 May 2025 20:54:13 +0000 https://www.mgocpa.com/?post_type=perspective&p=3405 Key Takeaways:  — Casino operations rely on a web of third-party vendors: gaming equipment providers, maintenance companies, information technology (IT) vendors, food and beverage suppliers, and more. These relationships are critical — but also a potential source of financial risk and fraud. Without proper oversight, casinos may face overbilling, favoritism, or even collusion between employees […]

The post How to Manage Vendor Risk in Casino Operations appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Key Takeaways:

  • Strengthening casino vendor oversight with due diligence and clear contracts helps reduce the risk of billing errors and fraud.
  • Comparing vendor performance and financial data over time can reveal patterns of overbilling or potential collusion.
  • Implementing formal procurement policies and periodic vendor audits improves transparency and protects casino operations from third-party risk.

 —

Casino operations rely on a web of third-party vendors: gaming equipment providers, maintenance companies, information technology (IT) vendors, food and beverage suppliers, and more. These relationships are critical — but also a potential source of financial risk and fraud.

Without proper oversight, casinos may face overbilling, favoritism, or even collusion between employees and vendors. Strong third-party risk management supports vendor relationships that are transparent, fair, and aligned with your operational goals.

Where Vendor Risk Starts

Risks often originate in the procurement process — during bidding, vendor selection, or contract negotiation. If policies are vague or inconsistently enforced, it becomes easier for fraud to go undetected.

Common issues include:

  • Inflated or duplicate invoices
  • Vendors repeatedly selected without competitive bidding
  • Undisclosed relationships between staff and vendors
  • Lack of performance reviews tied to contract renewal

Implementing Due Diligence

A strong vendor risk management program begins with how vendors are evaluated and brought into your casino operation. Strengthening this onboarding process means looking beyond just pricing or convenience — it involves examining each vendor’s qualifications, background, and long-term fit.

Start with foundational due diligence: verify business licensing, confirm current insurance coverage, and review the vendor’s performance history. These steps are particularly important when working with slot machine suppliers, IT service providers, or contractors who will interact with sensitive systems or customer environments.

Establishing a clear and consistent selection process helps reduce subjectivity and increase transparency. Formalizing your RFP approach, using documented scoring criteria, and involving multiple departments in vendor decisions can help your organization minimize bias, compare proposals fairly, and keep a well-documented trail of how and why each vendor was chosen.

Due diligence isn’t just about checking boxes — it’s about laying the groundwork for secure, compliant, and productive vendor relationships.

Monitoring Performance and Billing Trends

Ongoing oversight is just as important as front-end screening. Use internal data analytics to compare:

  • Vendor performance versus floor output (e.g., slot machine efficiency)
  • Billing trends over time by vendor
  • Purchase patterns by department or employee
  • Any anomalies — such as consistently underperforming vendors who continue to receive high billing — may call for closer review

Reinforcing Accountability Through Segregation of Duties

One of the most effective ways to reduce vendor-related risk is through thoughtful segregation of duties. When a single individual has control over multiple steps in the procurement process — such as selecting vendors, approving invoices, and managing reconciliations — it becomes easier for mistakes or misconduct to go unnoticed.

Strengthening internal controls in these areas supports better oversight and creates natural checkpoints within your vendor lifecycle. For higher-risk areas, implementing dual-approval workflows for vendor payments can provide an added layer of review. Placing defined limits on discretionary spending, along with routine, independent reviews of vendor contract, helps reduce the potential for conflicts of interest or control gaps.

While these protocols support compliance, they also reflect a broader commitment to operational integrity. By building transparency into day-to-day workflows, your organization sends a clear message that accountability matters at every level.

The vendor risk lifecycle includes vendor identification and due diligence, bidding and selection, onboarding, ongoing management, and audit and review

A Real-World Scenario 

One casino discovered a long-standing vendor relationship that had never been competitively reviewed. Slot machine lease terms were uncoordinated with floor performance, and billing anomalies had gone undetected for years.

After a targeted vendor audit and analysis of machine revenue, the casino renegotiated terms and implemented stricter selection policies — saving hundreds of thousands annually.

Supporting Better Oversight

At MGO, we help casinos and gaming operators strengthen their third-party risk frameworks through internal audits, analytics, and policy advisory. From vendor selection to billing review, we support your team with objective insight and scalable solutions. Contact us today to learn how we can help your business better manage risk.

The post How to Manage Vendor Risk in Casino Operations appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
4 Strategies to Keep Your Government Resilient in Uncertain Times https://www.mgocpa.com/perspective/four-strategies-keep-your-government-resilient-uncertain-times/?utm_source=rss&utm_medium=rss&utm_campaign=four-strategies-keep-your-government-resilient-uncertain-times Wed, 26 Mar 2025 18:37:29 +0000 https://www.mgocpa.com/?post_type=perspective&p=3031 Key Takeaways: — In today’s socio-political landscape, priorities are shifting, government transparency is being challenged, and uncertainty within institutions, programs, and services reliant on government guidance and funding is intensifying. Information, policies, funding, etc., are changing rapidly. What may exist today may be rescinded, withheld, or stuck in litigation tomorrow. In all, more confusion and […]

The post 4 Strategies to Keep Your Government Resilient in Uncertain Times appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Key Takeaways:

  • Build government resilience by proactively saving critical documents, questioning information, planning for emergencies, and revisiting your mission.
  • Navigate uncertainty by implementing clear communication plans, verifying data sources, and prioritizing essential functions.
  • Strengthen stability through strategic planning and reaffirming core values to guide decision-making during challenging times.

In today’s socio-political landscape, priorities are shifting, government transparency is being challenged, and uncertainty within institutions, programs, and services reliant on government guidance and funding is intensifying.

Information, policies, funding, etc., are changing rapidly. What may exist today may be rescinded, withheld, or stuck in litigation tomorrow. In all, more confusion and more disruption in governing is an ongoing reality. As such, audit and consulting functions will need to adjust and operate accordingly.

Think, Question, Plan, Revisit (Repeat): A Framework for Stability in a Shifting Landscape

To navigate these uncertainties, proactive documentation, information vetting, and emergency planning are essential. Here are some key considerations to help guide your state or local government entity moving forward:

1. Think Ahead: Save Critical Documentation

If any of your engagements rely on federal regulations and guidance, it is advisable to save relevant documentation before it disappears. PDF and archive these materials, ensuring that file names include the print date. This is especially important for retrospective engagements where criteria may no longer be applicable but remain relevant to the period under review.

For example, if your work involves disadvantaged business enterprises (DBEs), now may be a good time to make sure you have associated federal regulations within your workpaper systems. If documentation has already been removed, consult archival resources like the Wayback Machine or public libraries, which may become increasingly valuable in maintaining access to historical records.

2. Question All Information Before Accepting or Distributing It

Conducting due diligence on data reliability and verifying sources of information is generally par for the course. However, further scrutiny of information will be necessary.

Evaluate the credibility of information by asking:

  • What is the source of the data? Research the organization or individual behind the data, their mission, and their history of reliability. Be mindful of AI-generated data that may be biased or incomplete.
  • What is being omitted? Examine methodologies, assumptions, and potential gaps in the analysis. Data omissions can skew conclusions — as seen during the COVID-19 pandemic when racial and ethnic data was frequently uncollected, impacting public health responses.
  • Is there an agenda behind the message? Be aware of political biases and misinformation. Verify whether videos or stories are current and fact-check social media content before engaging with or sharing it. Seek comparative analyses from subject matter experts to understand the broader implications of policy changes. To that end, consider information from multiple sources — including independent journalists.

As misinformation spreads rapidly, developing internal fact-checking protocols can help prevent costly mistakes.

3. Plan for the Worst Before It Happens

Uncertainty within government can create daily crises. Rapid regulatory changes, disruptions in grant funding, and downsizing can all overwhelm operations. Emergencies will happen. The extent and magnitude of them will vary, and so will the impacts.

Generally, there are teams within organizations that conduct business continuity planning. This may include the IT team that focuses on cybersecurity threats and the emergency operations center (EOC) team that is ready to activate and respond at the onset of an emergency. However, it may be prudent to build emergency planning into daily operations and revisit emergency planning documents to make sure they are updated and relevant.

This includes:

  • Communication plans: With changes in policies, programming, services, funding, etc., occurring daily, it is imperative to understand your entity’s core audience, the audiences’ needs, and potential impacts. Communicate promptly and continuously to minimize misinformation. Revisit and frequently test methods for mass communication (social media, emergency notifications, sign language interpreters, etc.) and internal communication guidelines.
  • Critical and essential functions: Identify “critical and essential functions” to assist with prioritizing limited resources, time-sensitive situations, and/or narrowing the scope of focus as disruptions occur. “Critical functions” are time-sensitive activities that have a direct impact on life, on people, and on property (securing infrastructures, deploying critical personnel, etc.). “Essential functions” are also necessary for addressing and maintaining public health and safety during crisis but have a slightly longer timeframe for restoration (repairing infrastructure, payroll, etc.).
  • Compliance with emergency preparedness standards: Make sure you are compliant with the required emergency plans and/or following best practice for preparedness. For example, the Code of Federal Regulations (Title 42, Section 491.12 Emergency Preparedness) currently requires rural health clinics and federally qualified health centers to establish and maintain an emergency preparedness program. Additionally, the National Incident Management System (NIMS) provides guidance to all levels of government, non-governmental, and private sector on emergency preparedness. Also, the California Emergency Services Act 2021 edition requires the Standardized Emergency Management System (SEMS) for managing multiagency and multijurisdictional responses to emergencies in California.

4. Revisit Your Values and Mission Statement

Many state and local government agencies will face difficult decisions as resources and funding become more constrained. The terms “resourceful,” “innovative,” and “resilient” have long been part of government lexicon, but today they carry more weight.

Now is the time to revisit your agency’s core values and mission statement as a guide for decision-making. When priorities shift and resources become scarce, your mission statement should serve as a touchstone to help you stay focused on what matters most.

  • Are your programs still aligned with your agency’s purpose? In times of financial uncertainty, some initiatives may need to be scaled back or restructured. A clear mission statement can help you determine which services are essential and where adjustments are possible.
  • Does your decision-making process reflect your core values? When facing difficult choices — whether it’s budget reductions, staff realignment, or policy shifts — lean on your agency’s foundational principles to navigate trade-offs while maintaining public trust.
  • Are you communicating your values effectively? In uncertain times, public confidence can waver. Reinforcing your mission through clear, consistent messaging can help stakeholders, employees, and the communities you serve stay informed and engaged.
Graphic summarizing the four basic tenets of the Think, Question, Plan, Revisit (Repeat) framework for resiliency in uncertain times

Preparing for the Winding Road Ahead

Resilience in government isn’t just about reacting to change — it’s about preparing for it. The challenges ahead may be unpredictable, but a proactive approach will help keep your entity stable and responsive in the face of uncertainty.

How MGO Can Help

With a dedicated State and Local Government team, we are here to help you navigate the uncertainty of the current environment. We offer a full suite of audit and consulting services to meet your specific needs, and we are always available to help you address any challenges or concerns that may arise. Reach out to our team today to find out how we can support you.

The post 4 Strategies to Keep Your Government Resilient in Uncertain Times appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Planning for a Successful Private Equity Exit  https://www.mgocpa.com/perspective/considering-successful-private-equity-exit/?utm_source=rss&utm_medium=rss&utm_campaign=considering-successful-private-equity-exit Tue, 18 Mar 2025 22:00:37 +0000 https://www.mgocpa.com/?post_type=perspective&p=2938 Key Takeaways: — You may have noticed that after a period of slower deal activity, middle market mergers and acquisitions (M&A) have ramped up and are showing signs of resurgence. Data from PitchBook’s Q2 US PE Middle Market Report indicating a 12% increase in the first half of 2024 compared to the same period in […]

The post Planning for a Successful Private Equity Exit  appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Key Takeaways:

  • Sell-side due diligence helps maximize portfolio company value and reduce transaction risks. 
  • Strategic planning and early issue resolution streamline M&A processes. 
  • Tax, quality of earnings, and balance sheet reviews are crucial for successful exits. 

You may have noticed that after a period of slower deal activity, middle market mergers and acquisitions (M&A) have ramped up and are showing signs of resurgence. Data from PitchBook’s Q2 US PE Middle Market Report indicating a 12% increase in the first half of 2024 compared to the same period in 2023. 

And following a change in administration after the recent U.S. presidential election and the Federal Reserve’s November decision to lower the benchmark federal funds rate another quarter point to a range of 4.50 – 4.75%, we expect this momentum to continue.  

We’ve already seen lower interest rates impacting the broader market. In its Q3 US PE Breakdown, which covers all US PE deal activity, PitchBook reported its highest level of estimated exits (394) since Q1 2022. The Russell 2000 Index — often viewed as a bellwether for private company valuations — rose 1.8% immediately following the rate cut and is up nearly 9% year-to-date. 

It’s expected that these tailwinds should ripple into the portfolio companies of private equity (PE) firms, as these funds look to increase exit activity, which has remained flat year-over-year. 

What You Should Expect for Middle Market Dealmaking 

Although deal activity is expected to increase, PE exits in the middle-market have stabilized as noted below but not meaningfully improved. 

Exit Backlog Should Inspire More M&A

Due to the exit backlog, many PE funds are facing increasing pressure to sell portfolio companies, or portcos, after historically long holding periods. U.S. general partners (GPs) have been waiting for more favorable exit market conditions, extending the median holding period for middle-market PE investments to a record 6.4 years in 2023, according to PitchBook

The exit market conditions have become more favorable, given the recent increase in the Russell 2000 Index noted previously, as well as the rise in middle-market deal multiples, which have recovered to 12.9x EV/ EBITDA from a bottom of 11.0x in 2023. Plus, the earnings of private companies have steadily improved, which should also help bolster their valuations. 

These two factors should set the stage for renewed deal activity. One could predict that a rebound in exits will power PE M&A activity in the middle market, as more funds kick off sales processes for the portcos they have been holding onto for an extended period. 

Strategics Play Important Role in Middle Market Exit Activity 

As they kick off their expected sales processes, PE funds operating in the middle market are likely to look to other sponsors and strategic buyers. 

Since Q1 2023, sponsor-to-sponsor exits have consistently outpaced exits to corporate strategics, making up over 55% of exit activity in Q1 and Q2 of 2024, excluding public listings according to PitchBook. 

But strategic buyers remain highly competitive in the middle market. In fact, 69% of fund managers and operating partners in BDO’s 2024 Private Equity Survey reported strategic investors as their top competition for deals, indicating that strategics are still highly engaged and poised to capitalize on opportunities. Moreover, 57% of respondents said they will pursue a sale to a strategic for their exits compared with 37% who cited a sale to a financial sponsor. 

Driven by the substantial dry powder accumulated over recent years ($499.4 billion for US middle market funds according to the American Investment Council and PitchBook ) PE firms are moving more quickly on deals. 

How You Can Prepare for an Exit with Sell-Side Due Diligence 

There are several things that can derail your M&A transactions—poor strategic planning, non-disclosure of material changes or events, inconsistent internal controls, and cultural disparities between the buyer and the target—to name a few. With sell-side due diligence, PE firms can address these issues before the sale process begins. Of course, deals can always fall apart due to factors outside of the sellers’ control (e.g., political changes or economic turbulence), but you should prepare your portfolio companies for exit by managing what you can control with a sell-side due diligence process. 

Sell-side due diligence helps GPs maximize the value of portfolio companies and minimize transaction risk during the deal evaluation, negotiation, and closing processes. 

When executed effectively, sell-side due diligence offers three key benefits for sellers: 

MGO’s Take: How We Think About Sell-Side Due Diligence 

Our core sell-side due diligence offering achieves two primary objectives: 

  • Identifying and capitalizing on opportunities 
  • Identifying and mitigating transaction risks 

We apply this approach uniformly across the seller’s financial and tax positions in relation to a potential transaction. 

1. Quality of Earnings 

Quality of earnings analysis is essential for understanding the sustainability and reliability of a portco’s earnings. 

  • Identify and Capitalize on Opportunities: Analyze operating trends by business unit, product line, and customer, and bridge these results to projections. Our analysis can often identify one-time costs or possible pro forma adjustments that can increase the seller’s adjusted EBITDA. 
  • Identify and Mitigate Transaction Risks: Assess the quality of earnings and identify any revenue recognition issues, cost capitalization concerns, non-recurring charges or credits, and changes in estimates or reserves that may impact the quality of reported earnings and cash flows. Evaluate all proposed earnings before interest, tax, depreciation, and amortization (EBITDA) adjustments and supporting analysis. 

2. Tax Due Diligence

Establish the portco’s tax position and address compliance with various tax obligations. 

  • Identify and Capitalize on Opportunities: Determine the appropriate transaction structure for the seller and assess its impact on potential buyers. 
  • Identify and Mitigate Transaction Risks: Identify tax-related risks, including federal, state, and sales tax obligations. Quantify and address potential tax exposures to avoid future liabilities. 

3. Balance Sheet Due Diligence

Evaluate the financial health of the portco to identify opportunities and risks that may affect the transaction. 

  • Identify and Capitalize on Opportunities: Evaluate monthly working capital trends, focusing on balances and turnover statistics directly attributable to operations. Identify the most favorable working capital target possible for the seller. 
  • Identify and Mitigate Transaction Risks: Analyze the quality of assets, the completeness of liabilities, debt-like items, and any contingent obligations. Review capital expenditure requirements and assess the sufficiency of the assets to deliver projected results.

Additional Due Diligence 

Larger deals may require additional due diligence to cover more complex transactions. In these cases, sellers may explore: 

  • Workforce Due Diligence 
  • Commercial Due Diligence 
  • Operational Due Diligence 
  • Cyber/IT Due Diligence 
  • Investigative Due Diligence 
  • Insurance & Risk Due Diligence 
  • ESG Due Diligence

Why MGO for Private Equity Advisory 

MGO equips private equity firms with the tools to achieve successful exits. Our sell-side due diligence services focus on uncovering value, addressing risks, and preparing portfolio companies for seamless transactions. From quality of earnings analysis to tax positioning and balance sheet reviews, we guide firms through every stage of the exit process. MGO ensures compliance, minimizes deal risks, and enhances valuations, helping private equity firms maximize returns and secure favorable outcomes in competitive markets. Contact us to learn more.

The post Planning for a Successful Private Equity Exit  appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Selling Your Manufacturing Business? Consider Sales Tax Nexus https://www.mgocpa.com/perspective/selling-your-manufacturing-business-consider-sales-tax-nexus/?utm_source=rss&utm_medium=rss&utm_campaign=selling-your-manufacturing-business-consider-sales-tax-nexus Mon, 06 Jan 2025 18:23:57 +0000 https://www.mgocpa.com/?post_type=perspective&p=2370 Key Takeaways: — Preparing a manufacturing business for sale is a complex process. It can be so complex that around 10% of all announced transactions are canceled, according to an analysis from McKinsey. When preparing your manufacturing business for sale, one way to help the deal go through is to conduct a tax nexus exercise. […]

The post Selling Your Manufacturing Business? Consider Sales Tax Nexus appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Key Takeaways:

  • Buyers will scrutinize tax compliance during the due diligence process.
  • Failing to address potential underpayments or nexus issues can lead to purchase price adjustments, indemnifications, or even deal cancellations.
  • A proactive tax nexus analysis can spot potential issues early and protect your business valuation.

Preparing a manufacturing business for sale is a complex process. It can be so complex that around 10% of all announced transactions are canceled, according to an analysis from McKinsey.

When preparing your manufacturing business for sale, one way to help the deal go through is to conduct a tax nexus exercise. This process identifies your business’s income and sales tax obligations and addresses potential underpayments before a buyer performs due diligence. Taking a proactive approach to state and local tax exposures can be the difference between a seamless sale and a derailed deal.

Understanding Nexus in the Manufacturing Industry

Nexus refers to the connection between your business and a state that obligates you to collect and remit sales tax or pay income taxes. You can create nexus through physical presence (such as employees, offices, or warehouses in a state) or economic activity (based on thresholds like sales volume or number of transactions).

The landscape of sales tax nexus has grown increasingly complex since the 2018 Supreme Court decision in South Dakota v. Wayfair, which expanded states’ authority to enforce economic nexus laws for sales tax collection.

Why Nexus Matters in a Sale

Buyers who evaluate a business scrutinize tax compliance as part of the due diligence process. If a manufacturer has failed to address nexus obligations, the buyer may:

  • Adjust the purchase price to account for potential tax liabilities.
  • Hold back funds in escrow until you resolve the exposure.
  • Demand indemnification, placing the financial burden of future tax disputes on the seller.
Graphic illustrating key issues buyers are looking for during due diligence

Common Pitfalls for Manufacturers

Manufacturers face unique challenges in managing tax compliance. Below are some common pitfalls and tips for avoiding them:

Failing to Collect Resale Certificates

Many manufacturers sell at wholesale and rely on resale certificates to exempt transactions from sales tax. However, failing to keep certificates current or collect them from all customers can lead to significant exposure.

For example, one of our clients, a manufacturer of high-end doors, unknowingly triggered nexus in multiple states through their installation activities. When the business was up for sale, buyers uncovered an estimated $5 million in uncollected sales taxes.

Fortunately, after analyzing their prior accountant’s workpapers, we realized the manufacturer had not collected resale certificates from many of their customers. By collecting those certificates, we reduced the estimated liability to $300,000, salvaging the deal without significant price adjustments.

Underestimating Economic Nexus Thresholds

States vary widely in their economic nexus thresholds, with some as low as $100,000 in sales. Manufacturers with high transaction volumes or multi-state operations may unknowingly exceed these limits.

For this reason, you must have mechanisms in place to monitor sales volume in each state where you make sales. Many states have a short turnaround time in which they expect you to register once you exceed the economic threshold.

Overlooking Corporate Employee Activity

Having employees work in a state, even temporarily, can create nexus. For example, employees working remotely from another state or sending clients across state lines for installations or inspections may trigger physical nexus.

Determine where all employees, especially remote workers, live and work to assess potential nexus implications.

Assuming Public Law 86-272 Provides Protection

Historically, manufacturers relied on Public Law 86-272 (P.L. 86-272), which exempted businesses from income tax if their activities were limited to soliciting orders for tangible personal property shipped from outside the state.

In 2021, the Multistate Tax Commission, an intergovernmental agency dedicated to ensuring fair and consistent tax policy among states and localities, updated its interpretation of P.L. 86-272, concluding that most internet-based sales fall outside its protections.

If your business relies on P.L. 86-272 to shield transactions from state income taxes, it’s crucial to analyze what specific economic, physical, or digital activities occur in each state and address them before putting the business up for sale.

How MGO Can Help

If you are preparing to sell your business, conducting a tax nexus exercise isn’t just “nice to have” — it’s an essential part of preparing the business for sale.

Considering nexus compliance upfront protects the business’s valuation, streamlines the sale process, and addresses financial risks for both seller and buyer. If your current accounting firm lacks this capability, ask them to team up with a firm that has a state and local tax-focused niche.

Proactively addressing state tax compliance with the help of an experienced team like MGO’s State and Local Tax group can help your deal close smoothly and profitably.

The post Selling Your Manufacturing Business? Consider Sales Tax Nexus appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Considering a Liquidity Event? Prioritize Sell Side Tax Diligence for a Smooth Transaction https://www.mgocpa.com/perspective/considering-a-liquidity-event-prioritize-sell-side-tax-diligence-for-a-smooth-transaction/?utm_source=rss&utm_medium=rss&utm_campaign=considering-a-liquidity-event-prioritize-sell-side-tax-diligence-for-a-smooth-transaction Mon, 12 Aug 2024 13:24:00 +0000 https://www.mgocpa.com/?post_type=perspective&p=1215 Key Takeaways:  — If your business is contemplating a liquidity event, prioritizing sell-side tax due diligence — with a special focus on state and local tax (SALT) issues — is crucial. Engaging in sell-side tax diligence well before hitting the market, under the guidance of a sell-side tax advisor, is a strategic move that can […]

The post Considering a Liquidity Event? Prioritize Sell Side Tax Diligence for a Smooth Transaction appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Key Takeaways: 

  • If your business is contemplating a liquidity event, it is critical to prioritize sell-side tax due diligence well before entering the market.  
  • It is especially important to focus on state and local tax (SALT) issues, as evidenced by South Dakota v. Wayfair, which widened the ability of states to tax out-of-state sales. 
  • Seek guidance from a sell-side advisor — doing so can significantly impact the success of your transaction.  

If your business is contemplating a liquidity event, prioritizing sell-side tax due diligence — with a special focus on state and local tax (SALT) issues — is crucial. Engaging in sell-side tax diligence well before hitting the market, under the guidance of a sell-side tax advisor, is a strategic move that can significantly affect the success of the transaction.

Why Focus on SALT?

The complexity of SALT liabilities can pose major hurdles during buy-side diligence. This is especially true in the wake of South Dakota v. Wayfair, which broadened states’ ability to tax out-of-state sales. Addressing these issues proactively allows sellers to navigate potential deal delays and negotiate more favorable terms, and helps ensure a smoother transaction process. This focused approach not only showcases the business as well-managed and compliant with intricate SALT complexities, but it also enhances the company’s appeal as an acquisition target.

The Benefits of a Wellness Check

Conducting a thorough wellness check on your company’s state tax posture can minimize the risk of surprises that could lead to renegotiations or even deal termination. This also can position the seller to potentially secure a higher sale price by demonstrating a comprehensive approach to SALT compliance and risk management.

Mitigating SALT Exposures

Using voluntary disclosure agreements (VDAs) and diligently collecting sales tax exemption certificates are effective strategies for mitigating SALT exposures. VDAs allow sellers to address historical sales tax liabilities under favorable terms, including the elimination of penalties. The VDA process not only remediates historical tax liabilities, but it also signals a commitment to compliance that can be reassuring to buyers. Further, maintaining sales tax exemption certificates helps ensure that exempt sales are properly classified, which can reduce the risk of future exposure.

The Risk of Noncompliance

Attempting to address past noncompliance through prospective filings, rather than by remediating historical exposures, leaves businesses vulnerable to exposure identified by state tax authorities and buy-side diligence teams. A VDA can limit this exposure by reducing the lookback period and eliminating penalties. Without a VDA, businesses risk historical liabilities that can significantly exceed those that could have been negotiated under a VDA.

Being Proactive

Ultimately, sell-side due diligence empowers sellers to be in a better position with all issues related to tax compliance. This proactive approach is far more efficient than reacting to a conservative exposure identified by buy-side advisors, which can take significant time and resources to address or refute.

Prioritization Is Key

Prioritizing sell-side tax diligence, especially for SALT issues, is a strategic move that can enhance a company’s attractiveness to potential buyers, minimize transaction delays, and potentially lead to amore favorable sale outcome.

How MGO Can Help

Preparing for a liquidity event can feel like a battlefield — dodging land mines and watching where you step. Strategic planning and meticulous attention to your tax compliance are crucial, and MGO is well-equipped to support your business in navigating the challenge of sell-side tax due diligence. With our thorough understanding of the intricate dynamics of SALT issues and the impact they can have on your organization, we provide tailored guidance to help position your business for the best sale possible.

Our team excels in a proactive approach: conducting thorough wellness checks, identifying potential SALT liabilities, and implementing effective strategies to mitigate historical tax exposures and minimize transaction delays — and enhance your company’s appeal to those looking to buy. For inquiries or support in prioritizing your sell-side tax due diligence, reach out to our team today.


Written by Matthew Dyment and Thomas Leonardo. Copyright © 2024 BDO USA, P.C. All rights reserved.www.bdo.com

The post Considering a Liquidity Event? Prioritize Sell Side Tax Diligence for a Smooth Transaction appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Is Your Cannabis Company Ready to Take Advantage of Rescheduling? https://www.mgocpa.com/perspective/are-you-ready-to-take-advantage-of-rescheduling/?utm_source=rss&utm_medium=rss&utm_campaign=are-you-ready-to-take-advantage-of-rescheduling Thu, 16 May 2024 14:34:00 +0000 https://www.mgocpa.com/?post_type=perspective&p=1153 Key Takeaways: — The rescheduling of cannabis from Schedule I to Schedule III will unlock new opportunities for cannabis businesses. Is your company positioned to capitalize? Tax Restructuring If your existing operating structure was optimized for Section 280E mitigation, now is the time to evaluate whether it will still be tax-efficient after rescheduling. MGO’s dedicated […]

The post Is Your Cannabis Company Ready to Take Advantage of Rescheduling? appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Key Takeaways:

  • The potential rescheduling of cannabis presents an opportunity to reevaluate your company’s tax structure and increase deductions, reduce income, and simplify accounting.
  • Rescheduling may open up access to previously unavailable tax credits, incentives, and deductions at various government levels.
  • With anticipated increased investment and cash flow after rescheduling, companies should prepare for potential mergers and acquisitions by seeking support in areas like financial due diligence and post-acquisition planning.

The rescheduling of cannabis from Schedule I to Schedule III will unlock new opportunities for cannabis businesses. Is your company positioned to capitalize?

Tax Restructuring

If your existing operating structure was optimized for Section 280E mitigation, now is the time to evaluate whether it will still be tax-efficient after rescheduling.

MGO’s dedicated cannabis tax team can analyze your current structure and identify opportunities to increase deductions, reduce income, simplify accounting, and eliminate unnecessary tax exposures. We will help you develop a strategy specific to your business needs that aligns with your operational goals and any regulatory considerations.

Tax Credits, Incentives, and Deductions

Rescheduling should open cannabis operators to a world of previously unavailable tax benefits.

Our tax professionals can comprehensively review your business operations to uncover tax credits, incentives, and deductions that you may qualify for at the federal, state, and local levels.

Financial and Internal Control Audits

While rescheduling will eliminate the Section 280E tax burden and attract new investors to the cannabis industry, it could also lead to a new regulatory framework.

Our audit services can provide assurance to investors that your company is effectively managing risks, complying with any regulatory changes, and maintaining transparency.

Mergers and Acquisitions (M&A)

The projected wave of investment and increased cash flow resulting from rescheduling means more M&A should be on the horizon.

If your company is considering an M&A deal (either as a buyer or seller), MGO can support your efforts with structuring, financial & tax due diligence, Quality of Earnings (QoE) assessments, accounting integration, strategic guidance, and post-acquisition planning.


With a dedicated cannabis team and a comprehensive line of services, MGO can help you take full advantage of the benefits made available by rescheduling. Reach out to our team today.

The post Is Your Cannabis Company Ready to Take Advantage of Rescheduling? appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
How to Account for the ERTC Correctly https://www.mgocpa.com/perspective/how-to-account-for-the-employee-retention-credit/?utm_source=rss&utm_medium=rss&utm_campaign=how-to-account-for-the-employee-retention-credit Wed, 22 Mar 2023 16:36:00 +0000 https://www.mgocpa.com/?post_type=perspective&p=1482 Executive summary The Paycheck Protection Program (PPP) and the Employee Retention Credit (ERC) were powerful economic stimulus programs instituted during the COVID-19 pandemic to provide financial relief to struggling businesses. Both programs were the first initiatives of their kind, and as a result, there remains some uncertainty about what standards apply when accounting for them in […]

The post How to Account for the ERTC Correctly appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Executive summary
  • There is still uncertainty about how to account for the refundable Employee Retention Credit in your books, because you can’t account for it the same way you can account for the Paycheck Protection Program loan.
  • The standards you can choose from are FASB ASC 958-605, International Accounting Standard (IAS) 20, FASB ASC 450-30, and FASB ASC 832.
  • Depending on the standard you choose, you might have to consider the timing of recognition, the presentation of a grant income line, and financial ratios.

The Paycheck Protection Program (PPP) and the Employee Retention Credit (ERC) were powerful economic stimulus programs instituted during the COVID-19 pandemic to provide financial relief to struggling businesses. Both programs were the first initiatives of their kind, and as a result, there remains some uncertainty about what standards apply when accounting for them in your financial statements and records. 

If you’re wondering how to distinguish the two, as well as determine the standard you should be utilizing, Angel Naval, a leader in our Client Accounting Solutions practice, breaks it down.  

The PPP versus the ERC

Created to aid businesses facing financial challenges through the pandemic, there are several key differences between the PPP and the ERC.  

The PPP is a loan and was created for small businesses with less than 500 employees in mind, giving them the funds needed to cover payroll and other eligible expenses. This includes hiring back employees who were laid off and covering applicable overhead. The loans are forgiven if the proper criteria are met (I.e., maintaining payroll and keeping consistent employee numbers).  

A subset of the PPP loan, the ERC is a refundable tax credit that allows businesses to reduce their tax liability based on the qualified wages they’ve paid to their employees during the pandemic. It was created for businesses of all sizes to capitalize on in order to avoid layoffs. They can claim up to $5,000 per employee in 2020 and $7,000 per employee per quarter in 2021.  

Determining the appropriate accounting standard for ERCs 

If you took advantage of the ERC, currently, there is no straightforward way of accounting for it. Put simply, the ERC is a gray area because it’s so new, and there isn’t a straightforward way of accounting for it. Plus, ERCs are payroll credits, not income tax credits — and while FASB has extensive guidance for accounting for income taxes in ASC 740, it doesn’t for payroll taxes. Even the American Institute of Certified Public Accountants (AICPA) has suggested different standards, so it’s up to you to apply your best judgement based on the facts and circumstances of your business. Some things to consider:  

  • The timing of recognition, 
  • The financial ratios important to you, and 
  • Whether you want to present a grant income line. 

For income statement presentation, according to AICPA’s December 2022 report, more public entities are crediting the associated expense rather than recognizing the amounts on a separate line item.  

For example, you may think you can account for the ERC the same way you can for the PPP, but you can’t. As we differentiated above, the PPP is a loan and the ERC is a payroll credit, therefore the PPP is subject to debt and liability standards and the ERC is not. While the PPP did come first, those companies that have paid payroll taxes but still qualified for the ERC are still able to retroactively claim the credit.  

For prospective applications, for-profit entities can adhere to guidance in one of the following. 

infographic of employee retention credit

FASB ASC 958-605 

If you’re applying the revenue recognition model under ASC 958-605, ERCs are treated as conditional contributions. In this case, companies must have met the program’s eligibility conditions to record revenue (and no amounts can be recorded until all criteria are evaluated and “substantially” met according to regulations). Given the conditions are met, a refund receivable and income should be recognized in the period the entity determines the conditions have been substantially met. This standard requires that gross revenue be recorded, and it doesn’t permit any netting of revenue against related expenses.  

Some barriers to meeting ASC 958-605’s requirements include the eligibility requirements, like meeting the rules for a decline in gross receipts as well as incurring qualifying expenses (i.e., payroll costs). To file for the ERC, you’ll need to decide whether preparing the related ERC form and filing it with the government presents a barrier you’ll need to overcome. Note administrative and other small stipulations do not represent a barrier. 

IAS 20 

If you’re applying IAS 20, you can’t recognize the ERC until the “reasonable assurance” threshold is met in correlation with ERC’s conditions and receiving the credit. In this case, “reasonable assurance” translates to “probable” under GAAP standards and is easier to satisfy than “substantially met” in Subtopic 958-605. Once you’ve provided reasonable assurance that conditions will be met, the earnings impact of the government grants is recorded over the periods in which you recognize as expenses the related costs that the grants are intended to cover. So, you’ll need to estimate the amount of the credit you expect to keep. 

IAS 20 allows you to record and present either the gross amount as other income or net the credit against other related payroll expenses. For every quarter that a company meets the recognition criteria, it records a receivable and either other income or net expense.  

FASB ASC 450-30 

If you’re interested in applying FASB ASC 450-30, please note amounts related to the ERC wouldn’t be recognized under this model until all uncertainties regarding the disposition of the credit are resolved — and there’s less detail on the disclosure, measurement, and recognition requirements as compared to the other standard models. For this reason, the AICPA doesn’t believe this model to be a preferred accounting policy for the ERC. 

FASB ASC 832 

If you’re applying this model, you must disclose several specifics about transactions with a government within its scope. These entail the nature of the transactions, which includes a description of the transactions as well as the form in which it has been received, whether it’s cash or other assets. You must also detail the accounting policies you used to account for the transactions. Any line items on the balance sheet and income statement that are affected by the transactions must be accounted for too — plus, the amounts applicable to each financial statement line item in the current reporting period.  

How MGO can help 

While there are clear accounting standards for the PPP, there is still some uncertainty surrounding the ERC. Depending on the standard you choose, you may have to consider the timing of recognition, financial ratios, and whether to present a grant income line. Therefore, businesses need to apply their best judgment based on the facts and circumstances of their business when accounting for ERCs. Our Client Accounting Solutions team has extensive experience helping clients navigate complex tax regulations post-pandemic. Contact us to learn more about which standard you should be using for federal relief programs. 

About the author 

Angel Naval oversees our West Coast Financial Advisory Services practice and provides value-added guidance for your corporate finance, financial planning, and business process needs. 

The post How to Account for the ERTC Correctly appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Raising Capital: What You Need to Know About Debt Versus Equity Tax Implications https://www.mgocpa.com/perspective/raising-capital-navigating-tax-challenges-when-classifying-debt-versus-equity/?utm_source=rss&utm_medium=rss&utm_campaign=raising-capital-navigating-tax-challenges-when-classifying-debt-versus-equity Thu, 25 Aug 2022 03:52:00 +0000 https://www.mgocpa.com/?post_type=perspective&p=1639 The corporate fundraising environment has changed dramatically this year due to several factors, including a wide sell off in the equity markets, high interest rates, inflation, and a general tightening of the credit markets. Prior to the recent downturn, companies had the luxury of spending to develop their products and marketing ideas first, and then […]

The post Raising Capital: What You Need to Know About Debt Versus Equity Tax Implications appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
The corporate fundraising environment has changed dramatically this year due to several factors, including a wide sell off in the equity markets, high interest rates, inflation, and a general tightening of the credit markets. Prior to the recent downturn, companies had the luxury of spending to develop their products and marketing ideas first, and then focusing on turning a profit later.

Because of these newly tightened conditions, companies may face challenges when raising capital, forcing them to adopt a more thoughtful approach to seek funding. Likewise, investors will want to ensure their priorities are protected and their returns met. The combination of a given borrower’s need for capital and a financer’s desire to seek favorable returns may lead to the creation of agreements that have characteristics of both debt and equity. As such, it is crucial for all parties involved to understand the resulting tax classification and the treatment of these arrangements, so all expectations are met.

The Taxation of Debt and Equity

For borrowers, the difference between debt and equity can be critical because interest payments are generally tax deductible and subject to certain limitations. Dividends or other payments related to equity would not be deductible for U.S. federal income tax purposes.

Enacted as part of the Tax Cuts and Job Act (TCJA) of 2017, one main limit on interest deductibility is the IRC 163(j) limit on the amount of business interest that can be deducted each year. This limit is calculated as 30 percent of adjusted taxable income, which prior to the 2022 tax year closely resembled earnings before interest, taxes, depreciation, and amortization (EBITDA). However, starting with the 2022 tax year adjusted taxable income excludes depreciation and amortization, becoming EBIT. This should result in a lower limit on the amount of interest expense that can be deducted each year. Any interest expense exceeding this annual limit can be carried forward to future years.

Determining if an Arrangement Is Debt or Equity for Federal Income Tax Purposes

Classifying an arrangement as debt or equity is made on a case-by-case basis depending on the facts and circumstances of a given agreement. While there is currently little guidance in this area beyond case law, the Internal Revenue Service (IRS) has issued a list of factors to consider when questioning whether something is debt or equity. (Keep in mind, however, that the IRS states not one factor is conclusive.) The factors include whether:

  • An agreement contains an unconditional promise to pay a sum certain on demand or at maturity,
  • A lender can enforce the payment of principal and interest by the borrower, and
  • A borrower is thinly capitalized.

The courts have also established a broader — but similar — list of factors to consider when determining whether an instrument should be treated as debt or equity. Both the IRS and the courts have generally placed more weight on whether an instrument provides for the rights and remedies of a creditor, whether the parties intend to establish a debtor-creditor relationship, and if the intent is economically feasible. Some factors include:

  • Participation in management (as a result of advances),
  • Identity of interest between creditor and stockholder,
  • Thinness of capital structure in relation to debt, and
  • Ability of a corporation to obtain credit from outside sources.

For international companies, the characterization of debt or equity when considered in a cross-border funding arrangement is important, as withholding tax rates may apply to interest payments and may differ from tax rates applied to dividends. Further, withholding tax obligations occurs when a cash payment is made. If you have a cross-border arrangement, it is crucial to know if you have debt or equity on your hands.

Special Rules Related to Payment-in-Kind

Once it is determined that an agreement should be classified as debt for U.S. federal income tax purposes, some borrowers may prefer to set aside interest payments or pay interest with securities, which is often referred to as payment-in-kind (PIK). This is generally done to preserve cash flow for operations and growth of the business. When a borrower chooses this route, U.S. federal income tax rules will impute an interest payment to the lender.

While using a PIK mechanism will not automatically result in the debt being recharacterized as equity for federal income tax purposes, it can support viewing the instrument as equity.

Limits to Deductible Debt Interest

There are limitations that can apply to interest deductibility. As noted above, IRC 163(j) limits deductibility of business interest; for a corporation, this is deemed to be all interest regardless of use. Another provision that can result in interest deductibility limitation is IRC 163(l), which applies to certain convertible notes and similar instruments held by corporations.

For cannabis operators, it is important to consider that IRC 280E disallows interest deductions. Hence, it is highly detrimental for cannabis operators to issue debt from entities that are cannabis plant-touching.

How We Can Help

Due to the nature of the debt versus equity analysis, companies thinking about fundraising should plan on how they intend to perform the raise and whether to have the raise treated as equity or debt. If debt classification is desired, a borrower should take the steps needed to strengthen the facts of the transaction to support the arrangement as a debt instrument.

MGO’s dedicated tax team has extensive experience advising companies across industries on capital-raising, debt refinancing and restructuring, recapitalizations, and other tax transactions. If you are planning to fundraise, or you are currently in the process of conducting a debt versus equity analysis, contact us today.

The post Raising Capital: What You Need to Know About Debt Versus Equity Tax Implications appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Stay Ahead of IRS Tax Credit and Incentive Issues https://www.mgocpa.com/perspective/getting-ahead-of-tax-credit-and-incentive-irs-issues/?utm_source=rss&utm_medium=rss&utm_campaign=getting-ahead-of-tax-credit-and-incentive-irs-issues Fri, 29 Jul 2022 09:04:00 +0000 https://www.mgocpa.com/?post_type=perspective&p=1307 Recent events in the media have shone a spotlight on issues surrounding bad practices when it comes to tax credits and incentives. This increased attention is likely to result in an influx of audits by the Internal Revenue Service (IRS) as they crack down on the Research and Development (R&D) tax and the Employee Retention […]

The post Stay Ahead of IRS Tax Credit and Incentive Issues appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Recent events in the media have shone a spotlight on issues surrounding bad practices when it comes to tax credits and incentives. This increased attention is likely to result in an influx of audits by the Internal Revenue Service (IRS) as they crack down on the Research and Development (R&D) tax and the Employee Retention Tax Credit (ERTC) in the coming years.

We recently released an article detailing the red flags to look out when dealing with tax credits and incentives providers. If you think you could be at risk for future IRS issues, there is much you can do now to take a proactive approach and mitigate future negative impact. In the following, we break down steps you can take now to better understand and manage your exposure.

An Overview of Tax Credits and Incentives

Designed to encourage investment and development, job creation, growth, and certain business activities, tax credits and incentives provide an opportunity to reduce the amount of tax owed for performing certain activities. Credits and incentives are categorically different than tax deductions, which reduce the amount of taxable income.

These incentives often target desirable industries or activities like research and development, job creation for at-risk populations, and expanded growth in underdeveloped areas. When leveraged correctly, credits and incentives can be a powerful tool to funnel back resources into your organization to fuel activities you are already doing. Even more enticing, these credits can often apply retroactively if you determine you qualify for certain credits or incentives after the fact.

There are three basic types of tax credits: nonrefundable, refundable, and partially refundable. A few of the different types of tax credits pertaining to businesses in different classifications, industries, or activities performed include R&D tax credits, the employee retention tax credits, IRC Section 179D, and the work opportunity tax credit. To learn more about their eligibility rules, visit our previous article.

Understanding the Risk of IRS Tax Audits

There is a three-year statute of limitations from the due date of the tax return or the filing date (whatever is later) for the IRS to assess your filings. That means if you think you may be exposed but escaped the IRS’ notice, you could still receive an audit notice for previous years’ returns. And if you do get audited, and the IRS determines you owe back taxes, you will get charged penalties and interest dating back to the infraction itself.

This is even more risky when considering the IRS’s extreme backlog. These IRS tax audits can sometimes take years to complete and if your credit and incentive calculations are the topic of interest, you’ll need to halt any future credit analysis until the situation is resolved. Meanwhile, you’ll be devoting crucial resources, time, and effort working with the IRS for something that yields no financial value and distracts from more conducive business activities.

Reasons to Get a Head Start and Address Issues Now

Even though there is no guarantee you will get audited, you are still taking a risk if you do not address potential tax credit and incentive exposures in your organization. It may seem easy to “roll the dice” and hope the issue will remain uncovered, but it could come at a cost — especially if you are planning to make some big moves, like engaging in transaction of your business (M&A), going public, or embarking on another major transaction.

During the due diligence period of these transactions, it is almost certain any uncovered tax issues will emerge. You will likely not recover the value of these credits or remain on the hook for potential liability. Even worse, the exposure of these issues reflects negatively on your accounting and control system, potentially lowering the purchase value of your organization or undermining whatever deal you had in place prior to the due diligence. Often your transaction partners will start to question your organization’s trustworthiness, and reputation … due to something that may be no fault of your own.

So, You’ve Been Exposed … But Haven’t Received an IRS Audit Notice

Here is the deal: you know for certain you have been exposed, but you have not been notified by the IRS yet. You probably have a lot of questions — will you get an audit notice? Have you escaped unscathed? Do you need to address the issues preemptively, just in case? It may be overwhelming to decide how to proceed once you realize the exposure.

We suggest working with a qualified CPA firm to review your tax filings. A full-service accounting firm will review your organization holistically at a minimum rate, uncover any exposures, and deliver valuable peace of mind. If the firm does find issues, you have two options:

  • Update your credit and incentive filings moving forward.
    • While this will likely decrease the amount you can deduct, it exemplifies transparency.
  • Issue a Voluntary Disclosure (VA) if the exposure is significant and you do not have a lot of time to fix the issue.
    • Essentially, you are volunteering to correct your mistakes by recalculating the credits claimed and paying back the difference.
    • While this may sting a little, the IRS looks favorably upon organizations who are proactive to fix the issue by filing a VA and they are likely to waive any penalties or interest you would have had to pay.

You’ve Received an IRS Audit Notice. Now What?

Well, it happened. You received an audit note from the IRS. Before you panic, here is what you need to do:

  • Start preparing your documentation right away. The sooner you have your ducks in a row, the sooner you are prepared to handle the audit.
  • Check the contract you signed with your original provider and verify if they provide controversy support services for situations like these.
    • If they do, reexamine the quality of their work. Do they have any of the red flags mentioned in this article? Could something they have done have caused the audit?
    • Consider engaging a qualified CPA firm as your new provider to handle the subsequent controversy support. Someone you trust can get you ready for any available credits and incentives moving forward, too.
  • If you used a provider that displays any red flags, you could have some leverage for a reasonable cause defense. Because the “professional” firm handled it for you and made a mistake, you could utilize a first-time penalty abatement, which means you can get relief from a penalty if you:
    • Did not previously have to file a return or if you do not have any penalties for the three years before the tax year you received a penalty;
    • Filed all currently required returns or an extension of time to file;
      and
    • Paid or have arranged to pay any tax due.
  • Verify your contract with the original provider to determine if you have any recourse to seek compensation from them. If the IRS does issue any penalties, you will want to ensure you do not have to pay.

Standalone Firms vs. Full-Service Accounting Firms

Let’s say you haven’t received an IRS notice, and you do not think you are in danger of receiving one. How can you ensure you will not in the future? It comes down to choosing a firm to help you maximize the potential of these tax credits and incentives.

The bottom line: it is imperative you work with a certified public accounting (CPA) firm instead of a standalone firm. Because standalone firms often use lower-cost, less-experienced recent graduates who are not certified public accountants, there is a distinct lack of knowledge and background in the accounting fundamentals, causing you to be misled by those unequipped to help with complex tax matters. You also run the risk of being oversold benefits by aggressive firms that not only exaggerate the amount you are receiving from the tax credits and incentives, but also behave in a way that attracts IRS attention and jeopardizes your firm.

A full-service accounting firm, on the other hand, knows how to look at an organization holistically — and it has many more capabilities and professionals with experience. It looks at things through various lenses and can advise how certain positions will impact current and future tax positions. Full-service firms also likely have an in-house controversy team that has handled hundreds of audits successfully — so you will be in good hands.

Our Perspective

Tax credits and incentives provide plenty of benefits you do not want to miss out on, and their often-complex application and qualification processes are reason enough to hire a professional accountant to help you maximize your returns. Unfortunately, we often see organizations placing their trust in the wrong providers and they end up suffering the consequences of an IRS audit. For many, it is simply easier and safer to cut off the relationship with the initial provider and start fresh with a professional firm you know you can trust.

At MGO, our dedicated Tax Credits and Incentives team brings more than 30 years of experience fixing these types of issues and working with the IRS to limit the damage. We provide cleanup in the event you are being audited by the IRS (or could be audited in the future), and help you identify areas where you can claim tax credits and incentives for next time. If you are concerned, our best advice is to get ahead of it with an opinion you can trust — before the IRS decides to investigate themselves.

The post Stay Ahead of IRS Tax Credit and Incentive Issues appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Cannabis M&A Real Estate Considerations: Risks and Values Right Under Your Feet https://www.mgocpa.com/perspective/risks-and-values-right-under-your-feet-ma-real-estate-considerations/?utm_source=rss&utm_medium=rss&utm_campaign=risks-and-values-right-under-your-feet-ma-real-estate-considerations Thu, 15 Oct 2020 04:02:00 +0000 https://www.mgocpa.com/?post_type=perspective&p=1658 Welcome to the Cannabis M&A Field Guide from MGO. In this series, our practice leaders and service providers provide guidance for navigating M&A deals in this new phase of the quickly expanding industries of cannabis, hemp, and related products and services. Reporting from the front-lines, our team members are structuring deals, implementing best practices, and […]

The post Cannabis M&A Real Estate Considerations: Risks and Values Right Under Your Feet appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>
Welcome to the Cannabis M&A Field Guide from MGO. In this series, our practice leaders and service providers provide guidance for navigating M&A deals in this new phase of the quickly expanding industries of cannabis, hemp, and related products and services. Reporting from the front-lines, our team members are structuring deals, implementing best practices, and magnifying synergies to protect investments and accrete value during post-deal integration. Our guidance on market realities takes into consideration sound accounting principles and financial responsibility to help operators and investors navigate the M&A process, facilitate successful transactions, and maximize value.

In the cannabis and hemp industries, capturing the true value of real estate holdings in an M&A deal can be both elusive and central to the overall success of the transaction. Difficult-to-acquire licenses and permits are essential for operating, which often drives up the “ticket price” of property, ignoring operational and market realities that suppress value in the long run. On the flip side, real estate holdings are sometimes considered “throw-ins” during a large M&A deal. These properties can hold risks and exposures, or, in many cases, are under-utilized and present an opportunity to uncover hidden value.

Both Acquirers and Target companies must take specific steps toward understanding the varied layers of risk and opportunity presented by real estate holdings. In the following, we will address some common scenarios and provide guidance on the best way to ensure fair value throughout an M&A deal.

Real Estate as a Starting Point for Enterprise Value

Leaders of cannabis and hemp enterprises must understand that real estate should be a focus of the M&A process from the very beginning. All too often, c-suite executives are well-acquainted with detailed financial analyses for other parts of the business, but have a limited or out-of-date idea of their enterprise’s square footage, details of lease agreements, or comparable values in shifting real estate markets. Oftentimes it takes a major business event, like an M&A deal, to spur leadership to reexamine and understand real estate holdings and strategy. Regrettably, and all too often, principals come to that realization post-closing and realize they may have left money on the table.

In an M&A deal, the party that takes a proactive approach to real estate considerations gains an upper-hand in negotiations and calculating value. Real estate holdings can provide immediate opportunities for liquidity, cost-reduction, or revenue generation. At the same time, detailed due diligence can reveal redundant properties, costly debt obligations, unbreakable leases, and other red flags that would undermine value post-closing.

For both sides of the M&A transaction, real estate strategy and valuation should be a core consideration of the overall goals and value drivers of the deal. A direct path to this mindset is to place real estate holdings on the same level of importance as other assets that drive value – human capital, technology, intellectual property, etc. Ensuring that real estate strategy aligns with business goals and objectives will save considerable headaches and potential liabilities in the later stages of negotiating and closing the deal.
Qualify and confirm all real estate data

One of the harmful side-effects of a laissez-faire attitude toward real estate in M&A is that the entire deal can be structured around data that is simply inaccurate or incomplete. This inconsistency is not necessarily the result of an overt deception, but too often it is simply an oversight. Valuations can also be based upon pride and ego, without supporting market data.

Let’s visit a very common M&A scenario: The Target company has real estate data on file from when they purchased or leased the property (which may have been years ago), and that data says headquarters is 20,000 sq. ft. of office space. Perhaps they invested heavily into improvements like custom interiors that did nothing to add value to the real estate. The Target includes that number in the valuation process and the Acquirer assumes it is accurate. Following the deal, the Acquirer moves in and, in the worst case, realizes there is actually only 15,000 sq. ft. of useable space. Or it is equally common that the Acquirer learns the space is actually 25,000 sq. ft. Either way, value has been misrepresented or underreported. M&A deals involve a multitude of figures and calculations, and sometimes things are simply missed. But those small things can have a major impact on value and performance in the long run.

The only solution to this problem is to dedicate resources to qualifying and quantifying data related to real estate holdings. When preparing to sell, Target companies should review all assumptions – square footage, usage percentage, useful life, etc. – and conduct field measurements and physical condition assessments (“PCA’s”). This will help your team understand the value of your holdings and set realistic expectations, and perhaps just as importantly, it saves you from the embarrassment of providing inaccurate numbers exposed during Acquirer’s due diligence—and getting re-traded on price and terms. That reputation will ripple through the marketplace.

From the Acquirer’s side, the details of real estate holdings should come under the same level of scrutiny as financials, control environment, etc. Your due diligence team should commission its own field measurements and PCA, and also seek out market comparables to confirm appraisals. It is simply unsafe and unwise to assume the accuracy of any of these details. Performing your own assessments could reveal a solid basis to re-negotiate the M&A, and will help shape post-merger integration planning.

Tax Analysis Will Reveal Risks and Opportunities

The maze of tax regimes and regulatory requirements cannabis and hemp operators navigate naturally creates opportunities to maximize efficiencies. This is particularly the case when it comes to enterprise restructuring to navigate the tax burden of 280E.

For example, it may be possible to establish a real estate holding company that is a distinct entity from any “plant-touching” operations. By restructuring the real estate holdings and contributing those assets to this new entity it may be possible to take advantage of additional tax benefits not afforded to the group if owned directly by the “plant-touching” entity. This all assumes a fair market rent is charged between the entities.

Recently, operators have looked to sale/leaseback transactions to help with cash flow needs and thus these types of transactions have gained prominence for cannabis and hemp operators. It is important that these transactions be carefully reviewed prior to execution to ensure they can maintain their tax status as a true sale and subsequent lease, instead of being considered a deferred financing transaction. If a Target company has a sale/leaseback deal established but under audit the facts and circumstances do not hold up, this could open up major tax liabilities for the Acquirer.

When entering into an M&A transaction, it is important that the Acquirer look at the historical and future aspects of the Target’s assets, including the real estate, to maximize efficiencies of these potentially separate operations. It is also equally important to review pre-established agreements/transactions to ensure the appropriate tax classification has been made and that the appropriate facts and circumstances that gave rise to the agreements/transactions have been documented and followed to limit any potential negative exposure in the future.

Contract Small Print Could Make or Break a Deal

An area of particular focus during due diligence should be a review, and close read, of the Target company’s existing property leases and other contracts. There are any number of clauses and agreements that seem harmless and inconsequential on the surface, but can have disastrous effects in difficult situations. In many cases the lease/contract of a property is more important than the details of the property itself. For example, if the non-negotiable rent on a retail location is too high (and scheduled to go higher), there may be no way to ever turn a profit.

The financial distress resulting from the COVID-19 pandemic has brought these issues to the forefront in the real estate industry. Rent payment and occupancy issues are shifting the fundamental economics of many property deals and contracts. If, for example, you are acquiring a commercial location that is under-utilized because of market demand or governmental mandate, you must confirm whether sub-leases or assignments are allowed at below the contract price. If not, you could be stuck with a costly, underperforming asset amid quickly shifting commercial real estate demand.

In many leases and contracts there are Tenant Improvement Allowance conditions that require the landlord to fund certain property improvement projects. If utilizing these terms is part of the Acquirer’s plans, you may need to have frank and open conversations with landlords about whether the funds for these projects are still available, and if those contract obligations will be met. Details like these are often penned during times of financial comfort without consequences to the non-performing party, but a landlord struggling with cash flow may not have the capability to meet contract standards.

These are just a few examples from a multitude of potential real estate contract issues that can emerge. It is recommended to not only examine these contracts very closely, but have dedicated real estate industry experts perform independent assessments that account for broader social, economic, and market realities. That independent analysis will help your executive team formulate a real estate strategy that better aligns with core business objectives.

Dig Deep to Uncover Real Value

There are countless scenarios where issues related to real estate make or break an otherwise solid M&A transaction, whether before or after closing the deal. The only path forward is to treat real estate holdings with the same care and attention paid to the other asset classes driving the deal. The cannabis and hemp industries have recently endured micro-boom-and-bust cycles that have left many assets under-performing. As Target companies offload these assets, and Acquirers seek out good deals, both parties must undertake focused efforts to establish the fair value of complex real estate assets and obligations.

Catch up on previous articles in this series:

The post Cannabis M&A Real Estate Considerations: Risks and Values Right Under Your Feet appeared first on MGO CPA | Tax, Audit, and Consulting Services.

]]>