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- Tax Tips & Traps 2013 Third Quarter Newsletter
- Employee and executive compensation – keeping the talent to fuel success
- Holding Companies and the Capital Gains Exemption – How to get the most out of tax planning
- Tax Tips & Traps 2013 Second Quarter Newsletter
- Fueling organic growth in your franchise territory
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Tax Tips & Traps 2013 Third Quarter Newsletter
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Employee and executive compensation – keeping the talent to fuel success
People will ultimately facilitate the success of any start-up or emerging entity. This means the owner (or champion), management, and employees, if you have them. A strategy to keep good, strong talent is necessary because established firms are prone to actively pursue what you already have, if for no other reason to add them to their own talent pool. It’s not unheard of for goliaths like Google and Cisco to purchase start-ups exclusively for their talent pool.
So keeping the best that you have, and preventing them from running off to Silicon Valley for large dollars, requires a smart plan. Here are the components you need to consider and possibly include:
1. Revenue incentives
For the monetized operation, revenue incentives need to be balances with income incentives, or else your people may possibly do anything to generate a sale (include incur costs greater than the money received on the sale).
Baseline structures here involve calculating a breakeven point (including principal loan payback amounts), and then specifying a percentage pool out of which will be extracted incentive payments. Using a percentage pool allows the bonus to increase relatively with performance. Pools can be generated for each employee, employee or management group, or for the staff pool in total. 2 separate pools for employees and management is normal.
2. Income incentives
Income incentives should trump revenue incentives, because you don’t want to be exposed to the loss situation described above. In other words, revenue incentives are triggered only when income incentives are reached. This ensures that the company generates appropriate recovery on it’s sales.
For example, based on your market norms (or studies or similar markets if you’re in a new area), net income levels must increase year-over-years by a benchmark percentage. If this is reached, then incentives are awarded for reaching the income goals. The revenue incentives also kick it to complete a compensation package.
Overriding the consideration of these components is a calculation of what the “aggregate” compensation package should be, and ascertain if the package is sufficient to keep and attract good talent. If monetary compensation is a little thin in comparison with the competition (ie: monetary resources are a little limited(, then incentives can be provided elsewhere to provide comfort, such as benefit plans, incentive trips, etc… The overriding intent here is to make sure of the maximum compensation exposure and ensure that, if goals are reached, you can afford to pay out. You should be able to, because it can be funded from the increased sales – just make sure you collect on those sales!
3. Option pools
Option pools are a necessary component in the compensation package for early employees and management. Management personnel usually receive in the area of 1 ½ to 3% share in the company in an option round; the specifics of which usually end up being finalized in the final moments of a capital fundraise. Giving top management options not only gives them incentive to stay with the company to help bring to fruition your business goals, but is also seen as the right thing to do to solidify your strongest personnel and protect against poachers.
In the end, people, yourself included, will build the company to success. Although you need a breakthrough and disruptive product, even the best idea won’t go anywhere without the right people to steer it correctly. You might as well keep them with you by finding out what motivates them and give it to them
Nicholas Kilpatrick is a partner the at accounting firm of MacKenzie, George & Company. Nicholas assists start-ups and emerging companies at all stages of development to secure funding, improve operations and maximizes business development through to monetization. Please visit our website at www.mackenziegeorge.com or on Facebook at www.facebok.com/MacKenzie George & Company for more information on our firm.
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Holding Companies and the Capital Gains Exemption – How to get the most out of tax planning
The Capital Gains Exemption (CGE) remains one of the most beneficial components of the Canadian tax system. Rewarding resident Canadian business owners for their contributions to the Canadian economy, the CGE allows for the exemption from tax the first $750,000 gain on the sale of shares of a Canadian Controlled Private Corporation (CCPC). For example, if shares in the company were owned at least 24 months prior to the date of sale, and the paid-up-capital (PUC) of the shares was $100, those shares can be sold for up to $750,100 without any tax consequences on the sale, assuming the corporation meets the criteria to claim the CGA.
The 2 main criteria involved when determining the eligibility of the CGE are the:
- All or substantially all test: when at the time of sale at least 90% of the fair market value of the assets held by the operating company must be used to generate business income, and
- Principal test: where for the 24 month period prior to the sale of the company, at least 50% of the fair market value of the assets must be used to generate business income.
Usually, as business owners grow their companies and accumulate cash, there is the tendency to keep the cash in the company and invest it in a portfolio, eliminating the tax incurred on drawing out the money either as salary or dividends. This is, however, a sure way to render the company eligible for the above criteria.
A better course of action is to keep only required working capital amounts in the company each year. Not only does this keep the company eligible for the Capital Gains Exemption but also can protect assets from any future creditor or other legal claims which may arise.
Many owners will insert a holding company into the corporate structure to facilitate tax plans, such as a corporate shareholder of the operating company to which the operating company can issue dividends, and in so doing transfer non-business assets. This is a good plan to keep the operating company clean of non-business assets, but also presents additional administrative requirements when it comes to becoming eligible for the Capital Gains Exemption.
When there is a holding company owning shares in the operating company, and the control shares in that holding company are owned by an individual wanting to claim the CGE, we now have to make sure that both entities meet the above criteria. This requirement normally pushes non-business assets out of the holding company to the shareholder to maintain eligibility.
Subsection 110(1)(d) of the Income Tax Act (I.T.A) does provide that, if the operating company is unable to meet the All or Substantially All test, then eligibility can be achieved if the holding company alone meets the All of Substantially All Test for the 24 month period prior to the date of sale.
In various technical interpretations issued by it on the CGE, the Canada Revenue Agency Canada has at times been ambiguous as to the application of ss. 110(1)(d), implying that as long as the holding company meets the Principal test over the 24 month period prior to the date of sale as opposed to the All or Substantially All test, the requirements set out in ss. 110(1)(d) (ie: that the holding company must meet the All or Substantially All test over the 24 month period) are not necessary.
In light of this ambiguity, it’s prudent to obtain a technical ruling from the CRA on a proposed CGE transaction. Although a technical ruling does not constitute law, at least you’ve exercised some due diligence and can obtain some comfort.
The Capital Gain Exemption can only be claimed by individual shareholders, and the exemption is claimed on schedule 3 of the individual’s personal tax return. Utilization of family trusts can expand the exemption on the sale of shares in an operating company, thereby distributing more tax-free dollars to individual beneficiaries.
The benefits of utilizing a holding company – operating company corporate structure are solid, from income splitting to protection of assets. From inception of the structure however, it’s a good idea – and also possibly cheaper – to keep both companies clean of any non business assets unless they’re absolutely necessary.
Nicholas Kilpatrick is a partner with the accounting firm of MacKenzie, George & Company and specializes in tax structuring and business development for his small and medium business sized clients. Please visit our website at www.mackenziegeorge.com or on Facebook at www.facebok.com/MacKenzie George & Company for more information on our firm.
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Fueling organic growth in your franchise territory
Fueling organic growth in your franchise territory.
A stable and continually executed local marketing plan to build clientele is one of the most important elements in maintaining a successful franchise, and goes a long way to fostering a strong, mutually rewarding relationship with the franchisor.
Although the franchisor will always have a proven (hopefully!) marketing plan for new and existing franchisees to follow, that marketing usually concentrates on developing the franchisor brand across multiple territories, much like a regional or national campaign to develop brand awareness; the responsibility to build local loyalty and growth remains with the franchisee.
The work of the franchisor to build brand recognition across the larger, possibly national landscape is a valued complement to local marketing efforts, but can’t replace local, grass-roots engagement.
In my time as franchisee of a restaurant franchise chain, our target market was children, the idea being to get the food into the mouths of the children so that they would evolve as ambassadors in the homes and sell the parents on the product.
This was a good local campaign, but just as politicians today still resort to the tried and true method of face-to-face contact with voters, so franchisee owners need to extend this type of effort to other opportunities to engage customers in their territory, such as public events, sponsorships, business relationships and partnerships.
This is difficult to do, however, because of the way the franchisor prefers the franchisee to operate – the franchisee (or spouse) should be in the restaurant operating it and making sure that everything runs according to the manual and to optimal operating standards. Also, as many franchisees reading this know, there’s not a lot of energy left after committing the time and energy to operating the unit as the franchisor desires.
Marketing is a full-time job, from the planning, to the relationship building, to the execution and ordering of materials – all components in the local marketing plan take time and energy. Franchisees need to, therefore, develop a system to allow one of the partners to concentrate on this area, while the other focuses on operations, with some assistance from good, proven assistant managers.
So from one (past!) franchisee to another, here’s what any good local marketing plan for any franchisee needs to include:
1. Relationship building
Many franchisees do not do any local marketing. This will not result in failure for the franchise unit, because (assuming a strong franchisor brand), the national advertising of the franchisor will carry sales for the franchise unit and provide a living.
If a franchisee is in this business, taking the risk, working the long hours, to earn a living, then that’s a decision within their prerogative. However, exceeding average sales and surmounting the inevitable inertia consumers have towards purchasing a new brand involves disciplined, strategic options, such as relationship building. This is done in many ways, including:
- Introduction to local businesses. Finding ways that your product . service helps businesses; provide discounts to businesses in your area.
- Chambers of Commerce. Establish relationships with other business owners who may be part of your target market.
- Identifying any other place your target market may be, and establishing relationships with those people.
The intent of establishing relationships with the right people is to establish trust. Once the trust is established, then you’re 90% of the way to securing new customers.
If you think about it, in most cases, unless you’re in a transactional business, where someone needs something now and they’re going to make a relatively quick purchasing decision, selling the product or service to someone is going to be predicated on a foundation of trust.
This of course takes time, but the intended result is a higher quality pool of clients because of a relationship based on trust . When someone trusts you, the value component of the product or service you’re offering will be enhanced because they attach your strong values to the product/service. Strong sales and loyalty naturally follow.
Contrast this with a merchant – customer relationship based on price. For example, someone enters the store and inquires of the price. After finding out, he shops around and determines that your price is the lowest, so he purchases from you. TO use a metaphor of boiled water, the relationship is relatively cold because it really has had no time to warm up. With no trust and no attachment, the customer will change vendors as soon as he can find a lower price.
Unless your billing for each sale is high (in which case it’s in your best interest to make the sale), the benefits of such a customer relationship are limited. Without time to establish trust and value, this person will probably hunt for your lowest price, will never turn into a referral champion, and may, in the long run, use up more or your business resources than add to them.
2. Target the right type of customer
In the food franchise arena, anyone who breaths and eats is a potential customer; I’m not suggesting that you profile among people. Rather, it’s advantageous to concentrate local marketing efforts among a demographic, locale, or other criteria which you can identify as having the highest probability of your return on time and money invested.
Take the focus on children that we had. We concentrated our efforts on school programs and, yes, sponsorships on sports teams. We knew that the parents would be there at the games, and considered it strategically viable to host various parties for the players and their parents so that the food would get into their mouths. And, of course, they never left without a coupon for the next purchase.
Regardless of your target – or emphasis – market, there are venues to which those people will congregate. So the idea is to emphasize where they are. A shotgun approach will probably result in under-performing benefits.
3. Discipline
A local marketing effort of course takes time. The benefits really only start to accrue when you have an established place in the community (ie: many people know you’re there). They subconsciously know that your name will be at public events and locations.
When this happens, people start to refer because your name is on their mind. At the beginning when financial resources are more limited, local marketing and “get-the-name-out campaigns are word of mouth and take time – you can’t substitute eye-to eye contact for a mailer. This takes a lot of time from the franchisor, who may need to get back to the store until midnight and then get up early the next morning to take the kids to school.
I’ve had competition that executed local marketing efforts well, which forced me to do the same. Our franchise benefited from local efforts, but it was a substantial investment in time and, eventually money. However, the money was only spent when it was there, and once spent, we were careful to track the success of each marketing dollar spent.
The fact remains that local store marketing will drive sales and future growth. Ongoing marketing efforts can “protect” your boundary from possible future competition moving into the area, since your name is at least known to people in the area, and the competition are going to have an uphill battle wedging in to the influence that you’ve created in the minds of both existing and non-existent (soon-to-be) customers.
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The Optimal Revenue Model for Driving Tech Ventures
The Optimal Revenue model for driving tech ventures.
The quest to turn your idea into money, a career, or a successful exit can result in some important foundational tasks left unattended. It’s commendable to work hard and strategize correctly to bring your business into reality, but soon it comes time to introduce VC’s to the strategy. You may not get to where you want to go without them.
Take the point at which you’ve gone through a Series A round, you’re through beta, the bugs are out and you’re ready to mobilize, scale, market, distribute and otherwise disrupt the market. Although the product is ready to go, doing the marketing and penetrating your target market takes lots of more money, backing, support, and still more discipline.
In an effort to spare you the utter devastation of multiple VC funding denials, get ready before you go in front of them by having thought through your optimal revenue and compensation models. Why?
The revenue model is obviously important because it tells them how you’re going to get this thing off the ground and profitable, and the compensation model is necessary because it tells them that the strong management team on board is going to be motivated to see this thing through.
Necessary components in the revenue model
Let’s assume that the VC’s you get in front of are pre-disposed to what you’re doing (ie: the product is the right fit for their fund), so they’re already interested enough to assess it’s viability, the team, and overall prospects).
If you’re not monetized yet with a strong backbone to facilitate consistent, graduating revenue (with a wide traction base), consider backing up and re-working your previous funding options, such as angels and other primary investors. A monetized idea goes a long way with VC’s.
Absent this, your revenue model should:
Be realistic
Forget pie-in-the-sky numbers and instead show sustained, justifiable revenue increases year-over-year facilitated by a pre-requisite sustained effort to grow your traction base (increased, sustained traction resulting in an increasing revenue base).
Remember that the numbers, the strategy and the execution will all be a reflection of the ability of the management team to bring the venture to financial fruition. A great management team combined with a revenue plan containing leaks and irrationalities will possibly capsize a VC funding. Sure, the VC’s want to see 30% revenue increase year-over-year, but only if it’s ../Tax-Tips-2012-Third-Quarter/feasible. The VC’s need to see a high probability of success in the revenue model; the only real variable in the equation should be the management team’s ability to execute consistently and successfully, and the experience of the team will cover off this concern in the minds of the VC’s.
Be consistent and confident
The VC may, if he/she hasn’t heard of your venture, say no on principal and see if you’re serious enough to work for the funds’ money.
If you’ve been able to get an introduction to the VC from someone in your network who has pre-emptively lobbied your venture, you may not have to worry about this. However, sometimes your first intro is a cold one – the only prior knowledge he/she has about you is your business plan and what other people are saying.
You’ve heard and read everywhere that the 30-90 second elevator pitch needs to be refined; what’s worth repeating here is to not verbalize the mechanics of the venture during the pitch, but rather a quick, 3-strike penetrating message:
This is the problem – 10 seconds
Here’s our solution – 10 seconds
What the solution provides – 10 seconds
The venture’s activity over the next 6 months – 10 seconds.
Put a solid, confident pitch out there. Don’t say too much because the more you talk, the greater the tendency to get into the mechanics of the venture, which the VC will get to in due course, but not now. They’re smart and don’t need you to explain everything. The key is to sell yourself - as confident and able to disrupt the market you want to penetrate.
Also make sure that the activity for the next 6 months is reasonable for where the venture is at the moment. If you get it right, it shows reasonability, a well thought-out plan, and adds to the confidence picture you want to portray.
Local, national, international
These parameters get blurred with the globe one URL away, but the message is to penetrate a manageable space, secure that space, and then scale. Relaying this to the VC will again show a reasonable plan for penetration and growth. So you emphasize, for example, hitting the west coast market, then once your metrics show viability and sustainability, you venture our nationally, etc…
Showing the VC a structured and manageable plan lowers the probability of failure and attests to the ability of the management team to do things right.
These are just a few highlights of what I think you should have ready when you go before a VC to get funded at this level. Above all, your ability to show confidence and exude ability and trust will go a long way to get their money and business support, which may be the key to your own success.
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