Updated: Funding for the Paycheck Protection Program (PPP)

If you received over $2 million in PPP funds, read on.

The Small Business Administration (SBA) has posted a new form to collect additional information on loan necessity from businesses that received over $2 million in PPP funds. The comment period is now open and closes on November 25, 2020. As we seek more clarity, here is what we know.

What is happening: 

The SBA released PPP Loan Necessity Questionnaires (Forms 3509 and 3510) for borrowers that received PPP loans of $2 million or more on October 30, 2020. The forms are not available at the SBA or Treasury websites, but were released through the PPP Loan Forgiveness portal to lenders.  

Here is an excellent description of what we know thus far. Here are our concerns: 

• The timing and lack of clarity. The 10-day turnaround is very tight. It could be very difficult to manage if it hits during a month or quarter close, or even worse at year-end.

• This is counter to what was described in the FAQs at the time, so it leaves us with many unanswered questions.
• It appears that information on the form might be subject to FOIA. There is a toggle to indicate what information you consider to be confidential. We recommend that you carefully review what information you have not flagged as confidential before submitting the form.

Other considerations and actions you can take in the meantime:

• We know that the questionnaire is triggered by submitting an application for forgiveness. Given some of the uncertainty of other program impacts and this additional information that is requested, it may be reasonable to wait to seek loan forgiveness until we determine the impact.
• You may wish to comment on the federal notice. See instructions for submitting comments below.

COVID-19 business support

We will continue to post updates as we uncover them. Let us know if you have questions. For more information regarding the Paycheck Protection Program, the CARES Act, or other COVID-19 resources, see our COVID-19 Resource Center.

Instructions for submitting comments:
Agency Clearance Officer                  
Curtis Rich
Small Business Administration
409 3rd Street SW
5th Floor
Washington, DC 20416

and 

SBA Desk Officer
Office of Information and Regulatory Affairs
Office of Management and Budget
New Executive Office Building
Washington, DC  20503

Your comments should be titled as follows:
Title: Paycheck Protection Program
OMB Control Number: 3245-0407

Comments should include one or all of the following: 
(a) whether the collection of information is necessary, 
(b) whether the estimate of 1.6 hours to complete or review the proposed application form is accurate (42,000 applications, 67,833 annual hour burden), 
(c) whether there are ways to minimize this burden, and
(d) whether there are ways to enhance the quality, utility, and clarity of the information.

Read this if you are a Maine business or organization that has been affected by COVID-19. 

The State of Maine has released a $200 million Maine Economic Recovery Grant Program for companies and organizations affected by the COVID-19 pandemic. Here is a brief outline of the program from the state, and a list of eligibility requirements. 

“The State of Maine plans to use CARES Act relief funding to help our economy recover from the impacts of the global pandemic by supporting Maine-based businesses and non-profit organizations through an Economic Recovery Grant Program. The funding originates from the federal Coronavirus Relief Fund and will be awarded in the form of grants to directly alleviate the disruption of operations suffered by Maine’s small businesses and non-profits as a result of the COVID-19 pandemic. The Maine Department of Economic & Community Development has been working closely with affected Maine organizations since the beginning of this crisis and has gathered feedback from all sectors on the current challenges.”

Eligibility requirements for the program from the state

To qualify for a Maine Economic Recovery Grant your business/organization must: 

• Demonstrate a need for financial relief based on lost revenues minus expenses incurred since March 1, 2020 due to COVID-19 impacts or related public health response; 
• Employ a combined total of 50 or fewer employees and contract employees;
• Have significant operations in Maine (business/organization headquartered in Maine or have a minimum of 50% of employees and contract employees based in Maine); 
• Have been in operation for at least one year before August 1, 2020; 
• Be in good standing with the Maine Department of Labor; 
• Be current and in good standing with all Maine state payroll taxes, sales taxes, and state income taxes (as applicable) through July 31, 2020;
• Not be in bankruptcy; 
• Not have permanently ceased all operations; 
• Be in consistent compliance and not be under any current or past enforcement action with COVID-19 Prevention Checklist Requirements; and 
• Be a for-profit business or non-profit organization, except: 
  • Professional services 
  • 501(c)(4), 501(c)(6) organizations that lobby 
  • K-12 schools, including charter, public and private
  • Municipalities, municipal subdivisions, and other government agencies 
  • Assisted living and retirement communities 
  • Nursing homes
  • Foundations and charitable trusts 
  • Trade associations 
  • Credit unions
  • Insurance trusts
  • Scholarship funds and programs 
  • Gambling 
  • Adult entertainment 
  • Country clubs, golf clubs, other private clubs 
  • Cemetery trusts and associations 
  • Fraternal orders 
  • Hospitals, nursing facilities, institutions of higher education, and child care organizations (Alternate funding available through the Department of Education and Department of Health and Human Services for hospitals, nursing facilities, child care organizations, and institutions of higher education.)

For more information

If you feel you qualify, you can find more details and the application here. If you have questions about your eligibility, please contact us. We’re here to help. 

Read this if your company is seeking assistance under the PPP.

The rules surrounding PPP continue to rapidly evolve. As of June 22, 2020, we are anticipating some additional clarifications in the form of an interim final rule (or IFR) and additional answers to frequently asked questions (FAQ). The FAQs were last updated on May 27, 2020. For the latest information, please be sure to check our website or the Treasury website.

A few important changes:

1. The loan forgiveness application, and instructions, have been updated.
2. There is a new EZ form, designed to streamline the forgiveness process, if borrowers meet certain criteria.
3. Changes now allow for businesses to use 60% of the PPP loan proceeds on payroll costs, down from 75%.
4. Businesses now have 24 weeks to use the loan proceeds, rather than the original eight-week period (or by December 31, 2020, whichever comes earlier).
5. The rules around what is a full-time equivalent (FTE) employee and the safe harbors with respect to employment levels and forgiveness have been clarified.
6. Entities can defer payroll taxes through the ERC program, even if forgiveness is granted.

These changes are designed to make it easier to qualify for loan forgiveness. In the event you do not qualify for loan forgiveness, you may be able to extend the loan to five years, as opposed to the original two years.

The relaxation on FTE reductions is significant. The reductions will NOT count against you when calculating forgiveness, even if you haven’t restored the same employment level, if you can document that:

• you offered employment to people and they refused to come back, or
• HHS, CDC, OSHA or other government intervention causes an inability to “return to the same level of business activity” as of 2/15/2020.

As of June 20, 2020, there was still an additional $128 billion in available funds. The program is intended to fund new loans through June 30, 2020. 

We’re here to help.
If you have questions about the PPP, contact a BerryDunn professional.

In a closely held business, ownership always means far more than business value. Valuing your business will put a dollar figure on your business (and with any luck, it might even be accurate!). However, ownership of a business is about much more than the “number.” To many of our clients, ownership is about identity, personal fulfillment, developing a legacy, funding their lifestyle, and much more. 

We explored the topic of what business ownership means on Wednesday, May 8th, in the final presentation of our value acceleration series, exploring how to increase business value and liquidity. In this final installment, we discussed the decision of whether to grow your business or exit, and which liquidity options are available for each path. 

While it may seem counterintuitive, we find that it is best to delay the decision to grow or exit until the very end of the value acceleration process. After identifying and implementing business improvement and de-risking projects in the discover stage and the prepare stage (see below), people may find themselves more open to the idea of keeping their business and using that business to build liquidity while they explore other options. 

Once people have completed the discover and prepare stages and are ready to decide whether to exit or grow their business, we frame the conversation around personal and business readiness. Many personal readiness factors relate to what ownership means to each client. In this process, clients ask themselves the following questions:

• Am I ready to not be in charge?
• Am I ready to not be identified as the business?
• Do I have a plan for what comes next?
• Do I have the resources to fund what’s next? 
• Have I communicated my plan?

On the business end, readiness topics include the following:

• Is the team in place to carry on without me?
• Do all employees know their role?
• Does the team know the strategic plan?
• Have we minimized risk? 
• Have I communicated my plan?

Whether you choose to grow your business or exit it, you have various liquidity options to choose from. Liquidity options if you keep your business include 401(k) profit sharing, distributions, bonuses, and dividend recapitalization. Alternatively, liquidity options if you choose to exit your business include selling to strategic buyers, ESOPs, private equity firms, management, or family. 

In our discussion about liquidity, we addressed several other topics that audience members were curious about. One of these topics was the use of earn-outs in the sale of a business. In an earn-out, a portion of the price of the business is suspended, contingent on business performance. The “short and sweet” on this topic is that we typically find them to be most effective over a two- to three-year time period. When selecting a metric to base the earn-out on (such as revenue, profit, or customer retention), consider what is in your control. Will the new owner change the capital structure or cost structure in a way that reduces income? Further, if the planned liquidity event involves merging your company into another company, specify how costs will be allocated for earn-out purposes. 

We also discussed rollover equity (receiving equity in the acquiring company as part of the deal structure) and the use of warrants/synthetic equity (incentives tied to increases in stock price). Here are some of the key points from this discussion:

• Make sure you know how you will turn your rollover equity into cash.
• Understand potential dilution of your rollover equity if the acquiring company continues to acquire other targets. 
• Make sure the percentage of equity relative to total deal consideration is reasonable.
• Seller financing typically has lower interest rates and favorable terms, so warrants are often attached to compensate the seller. 
• Warrants are subject to capital gains tax while synthetic equity is typically ordinary income. As a result, warrants often have lower tax consequences.
• Synthetic equity may work well for long-term incentive plans and for management buyouts. 

We enjoyed talking with business owners, management, and their advisors during this five-session series. We have found that through the value acceleration process, clients are able to increase business value and liquidity, giving them control over how they spend their time and resources.

If you are interested in learning more about value acceleration, please contact me. I would be happy to meet with you, answer any questions you may have, and provide you with information on upcoming value acceleration presentations. 

So far in our value acceleration series, we have talked about increasing the value of your business and building liquidity into your life starting with taking inventory of where you are at and aligning values, reducing risk, and increasing intangible value.

This month, we focused on planning and execution. How these action items are introduced and executed may be just as important as the action items themselves. We still need to protect value before we can help it grow. Let’s say you had a plan, a good plan, to sell your business and start a new one. Maybe a bed-and-breakfast on the coast? You’ve earmarked the 70% in cash proceeds to bolster your retirement accounts. The remaining 30% was designed to generate cash for the down payment on the bed-and-breakfast. And it is stuck in escrow or, worse yet, tied to an earn-out. Now, the waiting begins. When do you get to move on to the next phase? After all that hard work in the value acceleration process, you still didn’t get where you wanted to go. What went wrong?

Many business owners stumble at the end because they lack a master plan that incorporates their business action items and personal action items. Planning and execution in the value acceleration process was the focus of our conversation with a group of business owners and advisors on Thursday, April 11th.

Business valuation master plan steps to take

A master plan should include both business actions and personal actions. We uncovered a number of points that resonated with business owners in the room. Almost every business owner has some sort of action item related to employees, whether it’s hiring new employees, advancing employees into new roles, or helping employees succeed in their current roles. A review of financial practices may also benefit many businesses. For example, by revisiting variable vs. fixed costs, companies may improve their bidding process and enhance profitability. 

Master plan business improvement action items:

• Customer diversification and contract implementation
• Inventory management
• Use of relevant metrics and dashboards
• Financial history and projections
• Systems and process refinement

A comprehensive master plan should also include personal action items. Personal goals and objectives play a huge role in the actions taken by a business. As with the hypothetical bed-and-breakfast example, personal goals may influence your exit options and the selected deal structure. 

Master plan personal action items:

•  Family involvement in the business
•  Needs vs. wants
•  Development of an advisory team
•  Life after planning

A master plan incorporates all of the previously identified action items into an implementation timeline. Each master plan is different and reflects the underlying realities of the specific business. However, a practical framework to use as guidance is presented below.

The value acceleration process requires critical thinking and hard work. Just as important as identifying action items is creating a process to execute them effectively. Through proper planning and execution, we help our clients not only become wealthier but to use their wealth to better their lives. 

What are the top three areas of improvement right now for your business? I asked this question of 20 business leaders and advisors on Wednesday morning (March 13th) during the third session of our value acceleration series. In this discussion, we focused on how to increase business value by aligning values, decreasing risk, and improving what we call the “four C’s.”

To back up for a minute, value acceleration is the process of helping clients increase the value of their business and build liquidity into their lives. Previously, we looked at the Discover stage, in which business owners take inventory of their personal, financial, and business goals and assemble information into a prioritized action plan. On Wednesday, we focused on the Prepare stage of the value acceleration process.

Aligning values may sound like an abstract concept, but it has a real world impact on business performance and profitability. For example, if a business has multiple owners with different future plans, the company can be pulled in two competing directions. Another example of poor alignment would be if a shareholder’s business plans (such as expanding the asset base to drive revenue) compete with personal plans (such as pulling money out of the business to fund retirement). Friction creates problems. The first step in the prepare stage is therefore to reduce friction by aligning values.

Reducing risk

Personal risk creates business risk, and business risk creates personal risk. For example, if a business owner suddenly needs cash to fund unexpected medical bills, planned business expansion may be delayed to provide liquidity to the owner. If a key employee unexpectedly quits, the business owner may have to carve time away from their personal life to juggle new responsibilities. 

Business owners should therefore seek to reduce risk in their personal lives, (e.g., life insurance, use of wills, time management planning) and in their business, (e.g., employee contracts, customer contracts, supplier and customer diversification, etc.).

Intangible value and the four C's

Now more than ever, the value of a business is driven by intangible value rather than tangible asset value. One study found that intangible asset value made up 87% of S&P 500 market value in 2015 (up from 17% in 1975). We Therefore, we focused on how to increase business value by increasing intangible asset value. Specifically, we talked about the “four C’s” of intangible asset value: human capital, structural capital, social capital, and consumer capital. 

We highlighted a couple of strategies to increase intangible asset value. First of all, do a cost-benefit analysis before implementing any strategies to boost intangible asset value. Second, to avoid employee burnout, break planned improvements into 90-day increments with specific targets.

At BerryDunn, we often diagram company performance on the underlying drivers of the 4 C’s (below). We use this tool to identify and assess the areas for greatest potential improvements:

By aligning values, decreasing risk, and improving the four C’s, business owners can achieve a spike in cash flow and business value, and obtain liquidity to fund their plans outside of their business.