Akron Marketing Services

Accounting and Tax Ramifications of Issuing Stock Options

 Click here to view Part 1 of our series and learn more about the stock option landscape.

To give you more perspective, first let us review the accounting treatment for the issuance of stock options (rest easy - this will not be too painful). When stock options are issued, an expense must be recorded based on the value of the option. A stock option’s value is derived from a variety of factors, two of which are the value of the stock as of the date of the option grant and the exercise price of the option (the price at which the option holder can purchase a share of stock). Determining the value of a company’s stock is not difficult when it is publicly traded, but privately-held companies do not have readily available market prices, which necessitates the services of a valuation expert. Unless the option is properly valued, a company cannot correctly record the associated compensation expense. If a company is unable to correctly record the results of its operations, it may find obtaining a clean audit opinion to be a difficult, if not impossible, task.

Now that I have warned you about the headaches that you may encounter on the “accounting” side of issuing stock options, let me further alarm you with the tax ramifications. If a company sets the stock option exercise price lower than the fair market value of its stock on the grant date, the stock option could be deemed to be deferred compensation according to Internal Revenue Code 409A. Under 409A, such deferred compensation would be immediately taxable to the employees receiving the grant and subject to regular income tax rates plus 1%. Perhaps even more distressing, a 20% penalty plus interest would also be triggered. In addition, employers would be responsible for withholding income taxes for employees on these types of option grants, which if not done, could result in additional tax penalties. The immediate taxability, penalty and withholding requirements do not apply when the stock option exercise price is equal to or greater than the fair market value of the company’s stock on the grant date. It is impossible to compare the exercise price of a stock option to the fair market value of a company’s stock unless a valuation of the company’s stock has been performed. In addition, when a valuation has been performed to establish the fair market value of a company’s stock, the burden of proof shifts to the IRS to disprove the appraised value. Therefore, unless there is documentation to support the fair market value of a company’s stock near the option grant date, there could be significant tax issues in addition to the accounting issues alluded to earlier.

The information in this article is not meant to represent legal or tax advice. Please consult with a Skoda Minotti business valuation professional or your tax/legal advisor regarding the applicability of these issues to your particular situation.

Visit us tomorrow for Part 3: What to Do?

In the meantime, visit our web site for more information on our business valuation services. Skoda Minotti is a CPA, business and financial advisory firm with offices in Cleveland and Akron.
 

As a kid, baseball and football trading cards were my life. I would absorb the stats on the back of each card and rattle them off at school like it was a homework assignment. I have boxes and boxes of cards that I accumulated over the years, as I am sure that may of you do (if your mom hasn’t tried to throw them away yet). What do baseball cards have to do with the value of your business? More than you think.

Magazines such as Tuff Stuff and Beckett quote estimated prices for nearly every sports trading card available. These prices are representative of what we in the valuation world would call “fair market value”. This is the price at which a willing buyer and a willing seller, with all material facts about the card known to them, would likely transact. A majority of business valuation engagements, including those for IRS gift and estate tax reporting purposes, divorce proceedings, and as directed by many operating agreements, require fair market value to be used as the standard of value. Fair market value typically contemplates that the purchaser is a “financial” buyer (someone who is making an investment in the business with no means to create synergies or other economies of scale), unless certain circumstances dictate otherwise.

When many business owners contemplate the value of their business, however, they often think of a larger company similar to their own paying a premium for their business. The assumption made by the business owner is that the purchaser will be able to recognize certain post-transaction efficiencies, which will allow the acquirer to pay more for the business than a “financial” buyer. This is called “strategic value” or “investment value” (the value to a specific buyer), which is not the standard of value required to be adhered to in many business valuation engagements.

For example, I have a 1994 Kenny Lofton Upper Deck card that has a quoted value of $.10 according to Beckett. Someone who has the entire 1994 Upper Deck set except for the Kenny Lofton card that I own may be willing to pay a premium above the card’s $.10 “fair market value” because that owner can derive additional value by completing their set. This premium price is the “strategic value” or “investment value” to that specific owner, but is not reflective of the card’s “fair market value” in the general marketplace. 

While a business’ underlying assets are the drivers its value, the perspective from which that value is determined can have a significant impact on the final number. When business owners are in need of valuation services, it is important that all of the parties understand what standard of value is being used, whether it is “fair market value” or something different, so that the value of the business is considered in the correct context. 

Looking for business valuation assistance in Cleveland or Akron? Contact our Business Valuation Group at 440-449-6800 for more information.

Sports Sponsorships – Inside the Lines

With the economic downturn hitting the sports world just as hard as any other business – just ask the hometown Cleveland Indians – teams are looking to squeeze out any extra bit of possible revenue.

Walk into any professional sports stadium today and you’ll immediately be bombarded by advertising in a variety of different formats. In fact, it might seem that you see ads everywhere except for on the field. That is, unless you attend certain NFL training camps this summer.

The NFL now allows teams to sell sponsored space on their practice jerseys and many teams are taking advantage. Could game day jerseys be the next item up for bid?

While the idea of our major professional sports teams wearing sponsored jerseys may seem strange to American sports fans, European sports have been embracing this concept for quite some time and for great financial gain. Last season, jersey sponsorships across Europe’s top six soccer leagues accounted for 393.2 million euros ($561 million).

These types of revenue figures could sound more and more appealing to our major sports leagues in the near future. What are your thoughts on jersey sponsorship? Let us know with a comment below.

Looking for “out-of-the-box” thinking from your marketing efforts? Contact Skoda Minotti Marketing Services at 440-449-6800 for more information.

Topics: Akron Marketing Services, Cleveland Marketing Services

Shortly after being drafted, Lebron James signed a seven-year, $90 million endorsement deal with Nike. In 2006, Tiger Woods earned $20 million from Nike for promoting their golf division and that deal was just one small portion of their $1.7 billion advertising budget – that year, they spent $476 million on endorsements.  And, in 2009, Catherine Zeta-Jones will earn $20 million for encouraging us to undergo a mobile makeover with T-Mobile. 

Considering society’s fascination with celebrities, this doesn’t seem strange.  After all, when Michael Jackson passed away, Twitter, and even Google, temporarily crashed. People can’t get enough of their favorite celebrities. But do we care enough about them to buy what they tell us to?  According to a recent study, not really.
 
Only 8% of respondents said seeing a celebrity in an ad made them more likely to buy; conversely, 12% said seeing a celebrity made them less likely to buy.  Women and people in management positions are slightly more willing to make a purchase based on a celebrity endorsement, with only 11% saying a celebrity is a deterrent. The majority of other demographic groups, however, are less receptive to celebrity endorsements with respondents over 55 being least receptive with 24% saying that seeing a celebrity in an ad makes them less likely to buy.

So, don’t have the money to pay Lebron James to endorse your product? Fortunately, an endorsement from James down the street might be just as influential.

Have questions about your advertising strategy? Contact Skoda Minotti Marketing Services at 440-449-6800.

Topics covered: Cleveland Advertising Firms, Cleveland Marketing Consultant, Akron Marketing Services

"Pay-Per-Click," or PPC,” is a method of online advertising that's measurable, flexible and very fast. PPC ads are paid listings that appear above and to the right of the free listings on Google, Yahoo, and other search engines. To be listed in a search engine’s PPC’s results you pay/bid in an auction like manner. With PPC you only pay for the ads that are clicked on, so in addition to being able to quickly, measure the effectiveness of your ad, you can also track and justify your results and costs.
 

For example, in the illustration above, someone in need of financial services, presumably in the Cleveland area, searched on Google for “Cleveland financial planning services”. This screen shot shows the first four choices and links that are available from about 614,000 results. In looking at the PPC results on the right, the folks that own www.USdirectory.com, have the highest PPC position, probably paid the most to be there, and by virtue of top positioning are probably most likely to get clicked by the searcher. If someone does click on the ad, US Directory.com, will then pay what ever their cost per click bid was. If the searcher elected to click on the second sponsored link, “Cleveland Financial”, Skoda Minotti, (it’s our ad and we are not ashamed to pimp it) would pay.

The important difference to remember when looking at PPC vs. other kinds of paid advertising is that you don't pay until someone clicks. So while in a TV or radio campaign, you pay for all the eyes and ears (i.e., impressions) that could potentially see and/or hear your message. With PPC, you only pay for those that are actually interested in your company. The impressions, while still valuable from an awareness standpoint will cost you nothing.

Looking for a Cleveland Marketing Consultant? Contact Skoda Minotti Marketing Services at 440-449-6800.

Topics: Akron Marketing Services, Cleveland Marketing Consultant, Cleveland Marketing Services

A business valuation is a just a business valuation – isn’t it? This would be akin to saying that a steak is just a steak when, in fact, there are ribeyes, strips, sirloins, and filets (just to name a few). Likewise, business valuations come in two distinct “flavors” – conclusions of value and calculations of value.

As of January 1, 2008, valuation analysts who hold either the Certified Valuation Analyst (CVA) credential supported by the National Association of Certified Valuation Analysts or the Accredited in Business Valuation (ABV) credential supported by the American Institute of Certified Public Accountants have been required to follow new standards that clearly delineate between two types of valuation engagements. Similar to the differing levels of service traditionally offered by accounting firms in performing audits, reviews, or compilations, business valuation engagements are now separated into two defined service categories:

Conclusion of Value

-          All three valuation methods (asset-based, income-based, and market-based) are required to be considered

-          Detailed development and reporting requirements must be adhered to by the valuation analyst, making the engagement more time consuming than a calculation of value

-          This is the required type of report for estate and gift tax filings; Also typically required for instances in which the valuation analyst will need to defend his or her findings and report (i.e. in litigation)

-          The valuation analyst opines on the value of the business or business ownership interest

Calculation of Value

-          The valuation methods to be used in determining value are discussed and agreed upon beforehand between the client and the valuation analyst

-          Reduced development and reporting requirements compared to conclusion of value engagement

-          Ideal for planning purposes (e.g. strategic planning, transaction (purchase or sale) planning, or litigation or divorce proceedings in the settlement stage)

-          Valuation analyst does not opine of the value of the business or business interest, rather, the valuation analyst applies the valuation methodologies agreed upon with the client

-          Generally not defensible in litigation settings because the valuation analyst is not offering an opinion of value, rather, the analyst “calculates” a value based on methods agreed upon with the client

-          Typically costs less than a conclusion of value

-          Has been found to be useful in divorce situations in which a spouse will obtain a calculation of value to aid in the settlement process; If a settlement is not reached, the engagement can then escalate to a conclusion of value so that the valuation analyst can opine on a value and defend it in court, if needed

As you can tell from the discussion above, all “valuation” work is not created equal. For business owners, as well as their attorneys and other advisors, it is important to be aware of the varying levels of valuation service offered so that the appropriate type of report is obtained. You should discuss the purpose of the valuation with the valuation expert in detail as the engagement is forming so that the level of service can be tailored to your specific needs. 

The last thing that you want to do when having a valuation performed is pay too much to obtain a conclusion of value that will only be used for planning purposes or pay too little to obtain calculation of value that will not hold up in litigation or under IRS scrutiny.

Looking for business valuation assistance in Cleveland or Akron? Contact our Business Valuation Group at 440-449-6800 for more information.

Topics: Cleveland Business Valuation, Akron Business Valuation

Ever wondered why car manufacturers abandoned the descriptive car names of the good ole’ days such as Rabbit, Monte Carlo or Imperial in favor of the seemingly random assortment of letters and numbers such as the DTS, CLK or the G6-GXP?

According to this article, the trend originally began with luxury car manufacturers in the 1970s that found it easier and less expensive to advertise and build the name of one brand with various model numbers rather than multiple model names.

This naming strategy may be starting to rub consumers the wrong way, however. One example cited in the article is that owners of BMW’s 3-Series feel that they are looked at as a lower class than owners of the 5- or 7-Series.

This is a lesson to keep in mind when you are expanding or adding a new product line. A name says a lot about your product and can influence how consumers view your company and your brand.

The best way to be sure your name will positively enhance your brand is to do your research. Internal and external testing as well as focus groups and surveys can help to ensure that you are on the right track with your name.

Looking for help improving your brand image? Contact Skoda Minotti Marketing Services at 440-449-6800.

Topics: Akron Marketing Services, Cleveland Marketing Consultant, Cleveland Marketing Services.

“Corporate Vigilance in Desperate Times” was the title of a presentation I made to a group of corporate controllers on behalf of the Ohio Society of Certified Public Accountants.

It’s hard not to pick up a newspaper these days and see dismal economic results. The next article discusses employee layoffs. “Happy Days Are Here Again” will not be heard on your car radio on the way home. And once home, chances are that you don’t want to look at your stock portfolio or 401k statement that came in the mail. 

Many employees are scared. Financial pressures are fierce. A spouse may have been laid off thus crippling the family cash flow. Retirement, carefully planned for years, may now have to be delayed since the market has halved your nest egg. With foreclosures at record numbers not seen since the Great Depression, many must evaluate whether they can provide a house for one’s family?

In troubling times such as this severe economic downturn, the opportunity is ripe for fraudsters to shake cash from unsuspecting companies. Companies must be more vigilant than ever to protect their financial resources.

Unfortunately, we have become aware of some companies cutting jobs within accounting departments and as a result potentially compromising their internal controls – controls vital to not only good financial reporting, but safeguards in general to the overall corporate assets.

Is there a correlation between a downturn in the economy and an increase in fraudulent acts such as embezzlement? Sure there is. In larger corporations there is intense pressure to “make the numbers” thus resulting in tempting financial statement crimes.

Eliminating staff in an accounting department will usually reduce the effectiveness of established internal controls.   Less effective internal controls is an invitation for embezzlement. And don’t think that the thieving opportunist doesn’t recognize the void suddenly created. 

If you’re like just about every other business professional these days, sales are down, new business efforts are up and it’s time for you to get out…and start networking.  I know what you’re thinking.  I hate networking.  I’m painfully uncomfortable talking to a bunch of people I don’t know.  I don’t know what events to attend …etc.  I get it.  For most of us networking is as unnatural as a palm tree on the shores of Lake Erie, but the reality of the times is this:  You have to start doing something to drive sales and networking, when done right, works.

Networking that builds business is not just circulating through a room exchanging business cards. Networking done right is creating a pool of contacts from which you can draw clients, referrals, resources, ideas, and information. To be successful, your business network can and should contain colleagues, competitors, a wide range of business people, and personal friends, as well as clients and prospects.

Meeting people at organized events is one of the easiest ways to build an extensive business network. The first key to effective networking is choosing the right kind of events to attend.  In Northeast Ohio, regardless of what industry you are in, there is no shortage of events to choose from.  A good source for learning what events are happening and when, are the event boards of the following web sites: Smart Business Magazine, Cleveland.com, Crain’s Cleveland Business, Cleveland Business Connects and/or Inside Business.  Clearly, there’s a lot to choose from, so when considering an event, try to make sure that the people attending are largely potential clients, and other professionals who may be able to refer business to you.

It is important to understand that successful networking does not always yield immediate results.  Think of it as planting seeds.  It may take some time before you efforts bear fruit.  Ultimately if you become known as a powerful resource for others, people will remember to turn to you with not only business referrals, but for suggestions, ideas, names of other people, etc. Networking keeps you visible to them.

Lastly, keep in mind, networking doesn’t end when the event is over.  Follow-up and ongoing contact is a key component to successful business development.  When you get back from an event, make sure you add any new clients to your contacts database and flag those contacts so that they can receive any future communications from your company (i.e., e-newsletters, e-blasts, holiday cards, etc.)  You should also consider forwarding these people relevant articles, events or web sites that you come across that you think may be of interest to them. 

The hardest part of networking is getting out the door and to the events. Set a goal for yourself to attend at least one networking function each month and before you know it, the faces in the crowd won’t seem quite so unfamiliar and you’ll be on your way to building your own business network.

Looking for a Cleveland or Akron marketing consultant to help you with your networking initiatives? Contact Skoda Minotti Marketing Services at 440-449-6800.

Hello, and welcome to the first blog entry from the Skoda Minotti Real Estate and Construction Group!  We are excited to roll-out our new website, and will periodically bring you up-to-date on recent events, changes in market conditions, educational opportunities, tax-savings tips… anything that can help you in your real estate or construction business.  We strive to connect you and your business contacts to our real estate and construction world.

We encourage you to browse through our Real Estate and Construction Group website.  Here are a few highlights of our group: 

• While many of our clients originate from Northeast Ohio, we service clients from Florida to Pennsylvania to California;
• Each member of our Real Estate and Construction Group team averages 25 hours of education in this industry sector each year;
• We are very active in numerous professional and trade organizations, including BOMA, ABC, SAO, CREW, AHACPA, CFMA, OCA, OLTA and NAIOP;
• Our tax and accounting CPA’s often contribute articles to various publications that support real estate and construction professionals;
• We deliver value-added services everyday by connecting our clients to our vast networking directory - this includes bankers, attorneys, sureties, architects, appraisers, sub-contractors, grant writers, and marketing specialists - anyone that can help you succeed in business