For many businesses out there, January is the time to get approval on the coming year’s budget. Assuming that you have prepared a great budget, the next task at hand is to communicate it and get it approved. Below are some tips for ensuring your budget is understood by your investors as well as by your team.
After an investor has given you money, the annual budget approval is one of the largest remaining controls that the investor has over how you run your business. With that being said, you need to put forth the time and effort into preparing a great budget and then communicate the budget. If you do not spend the time and effort to anticipate their concerns, you will likely get sent back to the drawing board.
What Are Investors Looking For?
Strategic Goals & Objectives
What strategic goals and objectives is your business looking to achieve this year? What new projects will you set out on? This is a basic starting point for how most investors will read your budget. Focus on the high points such as:
We will launch product “B”
We are raising a new round
We will achieve “X” number of customers
We will achieve break-even
Capture the entire year in 4-5 key goals that make sense for your business.
Assumptions And Targets
How will you achieve the goals you listed above? What monthly or quarterly targets do you have to support these goals? What assumptions are you making about your performance? The budget must model the reality of how your particular business operates. Here are two examples:
Your company sells through its own internal sales team: You will need to model your sales cycle. How many leads do you need at the top of your funnel to generate “X” number of sales at the bottom?
Your company sells over the internet: You will need to model your conversion funnel: How many visitors do you need to drive to your website? What conversion rate do you forecast for visitors converted to members converted to paid? Once you have a paying subscriber or user, how long will they remain an active paying customer?
In a large majority of businesses, people costs are by far on of the biggest line items on the budget.
What are your projected new hires by quarter, and why do you need them (THIS SHOULD BE TIED TO YOUR PROJECTS ABOVE). In this environment you should not be increasing headcount unless you absolutely need them to achieve the strategic goals you listed above.
KPI’s & Metrics
KPI’s and Metrics are related to your targets and assumptions. Compile a list of your top KPI’s and secondary metrics that you track and improve upon. It is important to share this list with your investors to show that you are measuring your progress with the appropriate metrics.
How much cash will you use this year? What is your minimum cash balance, is it too low? Keep in mind: Cash is KING
We understand that it is difficult, especially for young businesses to forecast one year out. However, your investor and board will not be able to approve the budget unless you can provide them with visibility into what happens after the coming year.
What will happen to cash if you finish under your sales plan and finish with higher expenses than planned? The budget model you provide should easily allow the ready to play with and create these types of scenarios. This is important as the likelihood of them happening is high in young businesses.
Provide a copy of the budget well in advance of when you will be asking them for approval. This allows them the opportunity to review and present questions. Also offer 1 on 1 meeting time to ensure they fully understand everything, and you can answer their questions at that time.
Congratulations, you just received an approval on your budget! Now, you must act-quickly to ensure it becomes a reality. Your team must know who is responsible for what, and clearly understand the targets that they are shooting for.
In an ideal situation much of your team has been involved in preparing the budget, but even in a small startup not everyone will know the targets. They NEED to know.
Here are three keys to making the budget a reality with your team:
Bottom Up Thinking
When you build your budget model, think from the bottom up. As an example, think about how you will drive “X” number of visitors to your website per month. That way when the time comes to assign targets to your team, the targets reflect what your employees are actually responsible for on a day-to-day basis.
Assign the metrics and targets to the appropriate team members. They must be made accountable for delivering them.
Your team must have measurable deliverables each month. Do not wait until the end of the year. At a bare minimum the team should be delivering on a quarterly basis but we highly recommend deliverables monthly. Give your business the best opportunity to adjust in a timely manner.
Keep in mind that communication is crucial to the success of your budget. As a manager or business owner, you will be measured against the budget. Get your team members engaged, ensure that they understand the targets, and more importantly how to achieve them successfully.
MCDA CCG can help you and your business create a highly successful budget model for your startup business. We can assist with helping you create, and implement world-class metrics. Contact us today for a no-obligation discussion. Call us at (714) 872-2393 or complete the form below.
The supply chain contract is the key factor when questions arise or when things unfortunately go wrong. The contract will set expectations, outline each parties’ obligation and when the obligation ends, and outline the process for dispute resolution. Getting the contract right is crucial. Detailed provisions of a supply chain contract will vary based on the business and the business industry. However, there are certain provisions that should rarely, if ever, be excluded from your contract. Here are 5 provisions that should always be included in your supply chain contracts.
Material & Quality Requirements
Having a diverse supply chain will help you meet consumer expectations, innovate, increase profits, and stay competitive in your market. Unfortunately, they also make it more demanding to manage and guarantee high quality. Providing a clear and concise supplier contract will mitigate material and quality issues.
Incorporating a clause that details exact material requirements can help prevent suppliers from switching to a lower quality material. You must detail the size, weight, type, color, shape, and acceptable sources of the supplies.
In regards to the quality requirements, outline firm minimum standards for quality. Specify the purpose of the product and detail that the products delivered must be fit for that purpose. Any quality assurance testing that is required must be clearly defined, as should the consequences of failing to meet the required standards or specifications.
Protect Confidential Information
Protecting your confidential information and know-how helps maintain your competitive advantages. Strong confidential information protection in a supply chain contract must include the following:
Clearly define confidential information. Detail exactly what constitutes confidential information in your supplier contract. You will want to consider including financial information, business projections, product pricing, designs, tooling/molds, tools, equipment, details of other suppliers, specialized processes, and more.
Limit access to confidential information. In this clause, outline practical steps your supplier must follow to prevent staff (including 3rd party vendors and subcontractors) from accessing your confidential information and know how. Steps to achieve limited access might include, restricted access to digital assets, security measures, physical barriers, including third parties in the confidentiality provision within your agreement, ensuring confidential information will be returned when the contract ends, and assigning responsibility for maintaining confidentiality to a particular member of the supplier’s team.
Detail who owns any intellectual property (IP) developed during the relationship. The supplier may develop IP while working on your project. The contract outlining your agreement should clearly define and assign rights of the IP to your company, if you desire to claim ownership of it.
Define auditing procedures. You should always have the ability to visit your supplier sites and review documentation and records to ensure the measures required are in fact being adhered to. You can detail the frequency and how these audits will take place.
Protect Your IP From Counterfeits
Intellectual property law where you operate offers some protection from counterfeits, provided you register your IP there. This protection can be intensified by liquidated damage provisions, which offer strong incentives for supplier to protect your IP and provision for immediate injunctive relief where it is being infringed.
Liquidated damages provisions outline that, where your IP is being misused, sold, or “held hostage” during a dispute or following termination of the contract, your supplier will be required in most cases to pay you a predetermined sum of money.
An injunctive relief provision gives you the ability to legally require your supplier to stop doing whatever it is they’re doing that contravenes the terms of your contract. In the context of IP, your supplier would immediately need to stop selling the counterfeit products.
Non-approved 3rd party sales should also be covered in the liquidated damages clause. This prevents your supplier from selling off any excess products or products you reject. You can also achieve this by requiring your supplier to provide a third-party certification of destruction, or return the products to you.
Conditions To Promote Contractual Performance
The importance of performance clauses in your supply chain contracts has never been more apparent than throughout this Covid-19 pandemic. Courts will be full of cases, and the negotiations of settlements relating to non-performance during this pandemic will continue for years. Performance provisions can be beneficial in these cases. Examples include:
Financial penalties for delays
Suspension or Termination clauses for delayed performance
Rights that will allow another supplier to take over where the supplier has failed to deliver
Performance guarantees from a parent company
Planning The End Of Your Contract
Your supply chain contract should detail the circumstances under which parties can terminate the contract, and what happens once the termination occurs. Be clear about what is owed to each party, and what steps must be taken before and following termination. If a termination occurs, it sets clear expectations on the next steps, limiting the scope of any dispute.
Implementing these contractual protections and having strong and strategic supply chain relationships, your company will be better positioned for success now and into the future.
Contact us at MCDA CCG for a free no-obligation discussion to find out how we can help improve your supply chain performance. Contact us at (714) 872-2393 or by completing the form below.
As lean thinking continues to evolve with things like Industry 4.0, improving your factory layout utilizing lean methodologies can greatly improve your factory efficiency.
Many factory managers today experience the same headaches that were common years ago. Do any of these sound familiar?
Long production and lead times
Bottlenecks in production- at max capacity
Too much energy spent putting out fires and fixing problems
Work environment is nasty, full of excuses, and too much finger pointing amongst departments
Lean Factory Layout, What is it?
One key to success in factory management is having an effective factory layout. Not only will it have a direct effect on the efficiency of your operations, but it will also affect the total operation of your business, including inventory, production processes, administration, etc. There are always varying view as to what a “good” factory layout is. Such views will change depending on the type of layout you wish to accomplish.
At MCDA CCG, we deem a good factory layout as one that utilizes and applies lean principles to create a lean factory layout. Lean eliminates waste, and delivers value to your customers with lower costs, higher quality, and shorter lead times.
A lean factory will create a seamless flow for material and information, will minimize handling time and effort, will save on floor space, shorten lead times to customers, and will increase productivity and its quality. If you are redeveloping or starting design on your operations, a lean factory layout will assist you in creating a more flexible and efficient use of available space.
What Is The Difference Between Traditional And Lean Factory Layouts?
A variety of factors separate a lean factory layout from a traditional factory layout. We will explore some examples below.
Process Based Vs. Focused Value Stream
A traditional factory layout will focus more on process based departments. Like machines are grouped into functional work centers. A traditional machining factory might be separated into work centers of cutting, milling, lathe, fabrication, and assembly. In most cases, walls are between these different work centers and materials are moved between departments by forklifts. Work will often be done in batches to make production more economical. This often leads to high levels of work-in-process (WIP) inventory, and long lead times.
Lean factory layouts focus on value streams, all value added steps from raw material to delivery to the customer. Lean layouts are more likely to merge processes horizontally across the factory, compared to the vertical process departments in a traditional factory layout. In a lean layout, different machines tend to be grouped together by product families. As the processes are connected in a lean layout, the factory will experience much less material handling requirements.
Cost Per Unit Vs. Flexible
Majority of manufactures have a handful of large machines that are key to the quality and cost of the product. In traditional mass production, larger equipment is required to make larger batches within less time and lower costs.
The large equipment on a per-unit basis might be efficient, but it is more than likely disrupting material flow through the facility. Traditional plant layout builders place large machines in layouts that often impede material flow resulting in stoppages and/or blockages. These traditional builders will show how much capacity they have, how fast they are able to run, and how low the cost per unit can be. However…They generally fail to mention that large machinery is expensive and brings with it, higher work-in-process (WIP) inventory before and after, and is generally speaking very inflexible when demand changes.
Alternatively to the massive almost impossible to move machinery in a traditional factory layout, lean layouts attempt to use smaller equipment dedicated to each product family. Equipment that is right sized is used to suit the demand of the value streams, allowing quick change over, enabling smaller batch size. More importantly, they are easy to install, are easily moved, and are flexible to demand changes. In some cases, you might consider having equipment on casters for easy movement to align with takt time from the customers. Lean layouts utilize small and right sized equipment to make the flow to the customers quicker and more flexible allowing manufactures to be more agile to demand.
Beautiful Vs. Visual Controls
The fact is – factories are meant to be functional. In some cases, artistic considerations are allowed to override common sense. At MCDA CCG we have been inside factories that are incredibly beautiful on the inside, with large amounts of space between machines and in a few cases with tables, chairs, and statues between machines. As you can imagine, the excess space is often and very quickly occupied with excess WIP inventory. The wide space also locks in excessive movement and transportation waste. As for the statue in the factory, it just provides a detour for moving goods to the next process. Forget the artistic beauty and put your focus on function. At MCDA CCG we can show you that a well designed lean production cell operating at its optimum level is a thing of absolute beauty in itself and that will be proven when you see your bottom line improve along with it.
Lean factory layouts generally have extremely little room between machines helping to prevent inventory build up, as well and helping reduce motion and transportation. Less waste will be produced, excessive inventory will naturally reduce, as will over production, motion and transportation. In addition, when you have waste it will become visible. The lean factory layout make the flow of people, material, and information much more streamlined, and use visual controls to make obstacles and flow stops visible. Lean factory layouts utilize visual controls for increased communication and set visual standards.
Do I have A Good Lean Factory Layout?
How can you tell if your factory layout is a successful lean factory layout? Here are 5 benchmarks you can apply to see if your factory has achieved a lean factory layout.
Connection To Customers – Lean factories aim to deliver products to customers on time in full, with 100% quality. A critical factor of a lean facility is that value streams connect to the customers demand and provide quick response to customer demand. The value stream is either continuous flow to customers or pulled by real consumption from customers. Operators within each process should understand the requirements from the customer and also know why they do affects the customers decisions. Lean factory layouts not only allow the entire value stream to be connected with external customers but also connects processes with internal customers. Instead of process silos in the traditional batch production, Lean factory layout brings machines closer, makes production with smaller batches or even in one-piece flow. It physically brings your internal customers next to you, which allows defects to be communicated from the next process with short response time and with fewer defect products produced. Connecting supplier processes, customer processes, and communication simplifies the process of continuous improvement.
Flow – Raw material, Work-In-Process, Finished Goods, Consumables, People Movement, Waste, Information Flows should all be considered when designing your factory layout. A successful lean factory will make these flows run efficiently through all processes. That’s why we use “value stream” to describe the connected value-added activities. We want to see these processes running smoothly and not blocking the flow of materials, information or people. The blocked flows in the plant should be avoided in the lean factory layout planning. If there are any blocked flows, they can be easily identified and removed. One example is easily set up and easily maintained machines being placed together under the same value stream with balanced cycle times streamlining the process as much as possible.
Less Waste – You may hear the acronym TIMWOOD or TIMWOODS when referring to the 7 or 8 lean wastes. TIMWOOD = Transportation, Inventory, Motion, Waiting, Over-Production, Over-Processing, Defects. TIMWOODS= the above along with Skills. A poor factory layout will have the effect of increasing wastes. As we discussed earlier, traditional mass production creates long changeover times. Over-production of large batch size products will fill the empty space with excessive work-in-process inventory. Excessive inventory will subsequently create more transportation and over-processing. Large batch size makes other products or processes wait. Large batches also amplify the effect of defects, because they are often found only after a large batch has been created. Working in vertical silos in a departmental environment, people’s potential skills and knowledge are also underutilized. Lean layouts should have fewer wastes and promote continuous improvement. Continuous flow (or one-piece flow) makes just in time (JIT) production possible, with less inventory and waiting time. Smaller spaces between machines not only reduces motion for operators but also makes it hard to overproduce. There simply is not enough space for excess work in progress so you are forced to fix the causes of this work in progress.
Flexibility – After you new lean layout is implemented, it is likely there will be a variety of changes such as expansion, demand increase, new product launches, changes in methods or equipment, or safety requirements. With that being said it is essential to design the layout in such a way that it is flexible enough to adapt to change. That’s why small and easy-to-move equipment is preferable in lean factory planning. Saving space for future expansion or new products is also worthwhile, rather than giving up space to excessive inventory.
New Standard – A lean layout should not be developed by just one person or one group of stakeholders, it needs to be a collaborative effort from a range of stakeholders in the business. Incorporating stakeholders’ perspectives into plant layout design and engaging them during layout planning is vital to the success of a factory layout. However, emphasis on user-experience is usually not sufficient for developing a successful plant layout. It might just lead to a new plant layout similar to the current one with comparable wastes. At MCDA CCG we typically include Value Stream Mapping training classes before the new layout project kickoff. A good lean factory layout should set a new standard for everyone. A key step to prepare for a successful Lean plant layout is to train all involved people in lean skills. Basic lean tools such as standardized work, 5S, continuous flow and quick changeover are relevant. Without these skills, operators tend to complain about the new layout, instead of problem solving.
Lean Factory Importance Recap
Compared to traditional plant layout, a well-designed lean factory layout can bring a variety of benefits:
It will minimize the material handling distance and time;
It will save on floor space;
It will increase product quality by reducing large batch defects;
It will prevent excessive work-in-process (WIP) inventory;
It will shorten lead times to customers;
It will make flows of people, material, and information more streamlined, and make wastes more visible;
It will reduce the cost of investment and also production cost with the entire value stream as a whole;
It will set a new standard of “LEAN” future state for everyone to work toward;
It will have a positive effect on workforce safety and morale, and promote continuous improvement;
It will make future changes of layout more flexible and easier.
Remember –THERE IS NO PERFECT LAYOUT… there will always be room for further continuous improvement.
Contact our lean planning specialists and find out how MCDA CCG, Inc. can help streamline and layout a lean factory for your business. Call today! (714)872-2393 or complete the form below and a specialist will reach you within 24 hours.
Overhead, otherwise known as overhead costs, refers to the ongoing expenses associated with operating a business. Understanding your overhead costs and keeping them under control is essential to success as a business owner.
Overhead costs represent business expenses that are not directly related to making a product or performing a service. Expenses such as rent, utilities, and insurance, are generally fixed costs that cannot be attributed to a specific product or service. On the flip side, labor, machinery, materials, and other production costs are not considered overhead.
Overhead Costs + Cost of Goods Sold (COGS) = Operating Expenses
As stated above, overhead costs are expenses that are unrelated to what the business is selling, while the cost of goods sold (COGS) are the expenses associated to a business’s products or services. Overhead costs are just one factor of a businesses total operating expenses. As an example, a restaurants overhead would include the costs associated with maintaining bathrooms, common areas, sanitation, lighting, and other utilities. Costs like ingredients, plates, packaging, and kitchen equipment would be examples of expenses related to the costs of goods sold (COGS).
Costs that remain the same every month, regardless of whether there is an increase or decrease in production are fixed expenses. The following list of examples include some common fixed expenses that you may find in your business.
Employee Payments (Wage and salary, not including overtime or bonus payments)
Real estate and property tax
Utilities such as phone and internet
The cost of setting up machinery and equipment
Variable expenses are the opposite of fixed expenses and represent the costs that increase with production or activity. The following list of examples include some common variable expenses that you may find in your business.
Utilities such as water or electricity
Some debt expenses
Semi-variable expenses, or mixed costs, contain both fixed and variable costs and typically constitute a fluctuating increase in a fixed expense. Costs are fixed for a certain level of production or consumption but become variable once this production level is exceeded. The following list of examples include some common semi-variable expenses that you may find in your business.
Direct labor costs (Overtime and Bonuses)
Utility Costs such as cell phone bills or data packages
Categories include both general overhead expenses and specific categories of overhead expenses. General overhead expenses are those that affect the entire business where administrative overhead, selling overhead and other overhead categories are associated with specific business activities.
Administrative overhead are the costs related to the general management and administration of a company. The following list of examples include administrative overhead expenses that you may find in your business.
Selling overhead includes costs related to activities involved in sales & marketing. The following list of examples include selling overhead expenses that you may find in your business.
Sales salaries, commissions, and related travel expenses
Printed materials, advertisements, and tradeshow/showroom expenses
Post sale services such as legal expenses for recovering debt
There are many other categories of overhead expenses and they are typically specific to the type of business. For example, manufacturing overhead represents factory related expenses that are not directly involved in the manufacturing of a product, such as factory supplies or the electricity need to power the facility. The best way to identify and categorize your overhead costs is to understand all aspects of your business and the activities associated with producing your goods or service and maintaining operations in general.
Overhead Rate Calculation
Overhead rate is the amount your business spends to provide your customers with your product or service. Understanding the rate of overhead is crucial as it prevents you from overstating profits so that you do not pay more income tax than necessary. While there are numerous ways to calculate the overhead rate, below is the basis for any calculation:
Indirect costs include the costs that are not directly tied to the production of a product or service
The allocation measure is what is necessary to produce the product, service, or time period (direct labor hours, machine hours, etc.)
Overhead rate is calculated based on a specific period and/or business activity so it’s crucial to understand what you wish to analyze
Understanding how much it costs in overhead to produce a specific product or service, management can more effectively manage the business’s profit margin. In general, companies that are successful in monitoring and managing their overhead rate are well-positioned to improve their bottom line or profitability.
Reducing Overhead Costs
Reducing overhead costs is a great way to increase profitability, increase cash flow, and in turn, protect your business in the event of unexpected expenses or a reduction in sales.
Below are some areas that can help you reduce some common overhead costs.
Cut travel expenses. Travel can be very costly so try to limit unnecessary trips and expenses as much as you can. Look into bundled travel plans, travel around cheaper flight times (Red-Eye, etc.)
Marketing has become increasingly more targeted with technology, meaning you can spend your marketing dollars more efficiently. Carefully review all of your marketing strategies and replace unproductive channels and campaigns with free alternatives. We have seen extremely successful campaigns with next to nothing in expenses.
Evaluate your business needs and negotiate with your vendors. Cutting unnecessary expenses and renegotiating with your vendors and suppliers can save you serious monthly costs.
Hire a professional accountant to ensure your cash flow is well managed and that you receive all qualified tax deductions.
Making good hiring (and firing) decisions. Replacement costs can be high but if a current employee is hurting your business or not being productive, you cannot be afraid to let them go.
If you need to reduce your companies overhead expenses, contact us at MCDA CCG and we can quickly identify areas and provide you with the solutions that are guaranteed to improve your bottom line. Call us at (714) 872-2393 or email firstname.lastname@example.org. You can also complete the form below and one of our experts will contact you shortly.
Manufacturing is constantly facing new challenges, we are seeing very strong global competition, Industry 4.0 is transforming the industry, and we have millennials entering the workforce. Risks are evolving as well, constant economic uncertainty, and cyber security attacks are becoming a real threat to the industry. To remain competitive, manufactures cannot afford to proceed with business as usual if they have plans to have long-term success.
“Success requires change” – This is not a new concept to manufacturing. Continuous improvement has been deeply rooted in the industry’s culture and past history. The current business landscape, even more so with the current Covid-19 pandemic, is vastly different from what manufacturers have experienced before. However, the same concepts and tools from the past can be used to influence change and advance practices in this new landscape.
Kaizen is a prevalent way to initiate change within manufacturing. Kaizen is a term that refers to on-going or continuous improvement. The definition of kaizen comes from two Japanese words: ‘kai’ meaning ‘change’ and ‘zen’ meaning ‘good’. This Lean tool is used to minimize waste and improve processes in production. Kaizens are implemented to drive problem solving and continuous improvement initiatives within a facility by following the “PLAN, DO, CHECK, ACT cycle. By identifying and tackling areas that need the most improvement within your production, Kaizens productively create more organized, efficient and safe work environments.
Kaizen can also be utilized to support an assortment of strategic initiatives, particularly those addressing current challenges in the industry.
Some examples of such initiatives:
Industry 4.0 – During a Kaizen event to improve a specific process, your team might end up identifying an opportunity or a need for technology. An example might be a process that is dirty, dull, or potentially hazardous. The process might benefit from automation or work standardization and training could be improved utilizing augmented reality. Aligning your operational needs with technology will aid in optimizing processes and improve competitiveness in the future.
Workforce – Kaizen events often result in the generation of standardized work instructions. With detailed procedures, onboarding and training new employees are likely to be completed much quicker and easier. Efforts to attract and retain top level talent will be supported, employees want to work in clean, organized, and safe work environments. Involving employees in future Kaizen events will further advance engagement and ownership. Employees of all levels will enjoy seeing the boost in efficiency and profitability.
Stability – Having improved processes not only improves safety and organization, but in addition, efficiency and profitability creating stability now and beyond. By eliminating waste and speeding up production, the economic stability of the organization will be strengthened. As the future of the economy is uncertain and as we continue to face strain caused by the Covid-19 pandemic, this is especially critical now. You may also find as a result of a Kaizen event, open and additional capacity allowing you to potentially expand into new products or markets. Creating diversification will also provide more stability to the business, whether the business decides to produce new products, or simply supply to new customers or regions.
Do not be overwhelmed by all of these industry changes, instead, embrace them and change in tandem. By embracing a culture of continuous improvement with Kaizen, your business can find stability and great success now and in the future of manufacturing.
Contact MCDA CCG today to speak with one of our Kaizen experts and see how we can help your business perform Kaizen events to assist in building stability and increase profitability for your business. Call us at (714) 872-2393 or complete the form below and one of our experts will contact you within 24 hours.
All M&A transactions require the business owner(s) to reveal information that is highly confidential and crucial to the success of the business. This action goes against the normal course of action for the business. Revealing this type of information to the wrong party can be detrimental to business operations moving forward, particularly in tight knot business communities or industries with new major competitors.
To help ensure that a situation like this does not occur is to execute a formal Nondisclosure Agreement (NDA), which binds the party receiving the information to keeping all data confidential and not sharing the information with anyone outside of their operation. Even an executed NDA can leave your business exposed, not all buyers comply to all the covenants of the document. This is an unfortunate reality that business owners must deal with, after all no savvy experienced buyer will make the purchase without all of the needed confidential information.
Aspects of confidentiality sellers should be weary of when selling their businesses.
Nondisclosure agreements add a layer of protection but they are not full proof. The chance still exists that data will be shared outside of the parties bound by the agreement. The NDA is certainly enforceable, data shared with outside parties does indeed happen on occasion and there is unfortunately no way to undo it. At MCDA CCG we recommend that you only share your highly confidential data with buyers once they have submitted and indication of value for the business, showing a serious level of interest and commitment. This will also deter early stage buyers in further vetting your business.
Business auctions are a great and very successful way to market a business but they make confidentiality very difficult. The purpose of the auction process is to market the business to as many qualified buyers as possible, generating multiple offers allowing the owner to sell to the highest bidder. The real challenge in these situations is that the more parties involved the more data that is being shared. This is a situation that we highly recommend discussing with your M&A advisor. More seasoned qualified buyers would never risk violating an NDA simply because they purchase companies professionally and would not want to damage or tarnish their reputation. In the situation where the best and highest bidder is a strategic competitor, you should strongly consider a way to parse out limited data until you have relative certainty that they will be the ultimate buyer.
Do not share that the business is being marketed for sale with anyone that does not 100% absolutely need to know. The reality is that employees talk and rumors begin swirling quickly. It is best to not inform your employees that the business is for sale until after the transaction is complete. You do not want the knowledge of the sale process getting into the wrong hands of a competitor.
Operate with caution but don’t stress yourself out worrying about confidentiality. Hire a professional M&A advisor or investment banker to represent you and the sale of your business. They will ensure to the best of their abilities that confidentiality is maintained at the appropriate level. The reality is that when you deal with professionals confidentiality issues are rarely an issue, it is just something to be mindful of as you go through the process of selling your business.
Understanding your potential exposure and having a realistic expectation of what confidentiality really is in the context of a business sale will better prepare you for a successful business sale.
If you are starting, or in the process of selling your business, MCDA CCG can help make your transaction a success. Contact us today for a no-obligation discussion on your situation and how we can be of assistance. Call us at (714) 872-2393 or complete the form below and one of our M&A advisors will contact you immediately.
It’s time to prepare for the new year, which means that you and your organization must be aware of the latest labor and employment laws. More importantly, it’s time to revise your company handbooks to keep up with the new changes. For an in-depth analysis of how each law might affect your organization, contact your MCDA CCG, Human Resources professional. Unless otherwise noted, each of the following new laws will take effect on January 1, 2021.
Discrimination, Harassment & Retaliation
Mandatory Minority Representation on Your Board of Directors (AB 979): This bill takes effect “no later than the close of the 2021 calendar year.” California currently requires publicly traded corporations with principal executive offices in California to have at least one female director on their board (SB 826). That amount must increase to two or three female board members by the end of 2021, depending on the size of the board. AB 979 expands on the diversification requirements by requiring that at least one director be from an underrepresented community by the end of 2021. AB 979 defines “director from an underrepresented community” as an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender.
AB 979 is due to take effect at the end of 2021, with an additional year allowed – no later than the close of the 2022 calendar year for larger boards to find the greater number of minority board members needed. Non-compliance is very costly. If companies are not compliant by the end of 2022, they may face fines between $100,000 and $300,000 for each offense. However, the bill does not provide companies with any guidance on how best to achieve these requirements. Companies should start reviewing their outreach efforts and consider other actions that may assist them with compliance. MCDA CCG can assist your organization with outreach and search efforts to successfully fill necessary board seats. Contact your MCDA CCG specialist for more details.
Private Employers Must Submit a Pay Data Report to the DFEH (SB 973): Private employers with 100 or more employees must submit a pay data report to California’s Department of Fair Employment and Housing (DFEH) by Mar. 31, 2021, and annually thereafter (if the employer is required to file an annual Employer Information Report under federal law). The report must also include the number of employees by race, ethnicity, and sex in a variety of job categories, including but not limited to executive or senior-level officials and managers, professionals, laborers and helpers, and service workers. These requirements are similar to the EEO-1 filing requirement.
No Rehire Provisions (AB 2143): Currently, employers are prohibited from including a provision in their settlement agreements restricting an aggrieved person from working for the employer unless “the employer has made a good faith determination that the aggrieved person engaged in sexual harassment or assault.” This new law slightly modifies this ban on “no rehire” provisions and requires that the aggrieved person has filed the claim in good faith in order for the prohibition to apply, and the employer must have made the determination of sexual assault or sexual harassment before the grievant filed the claim. This new law expands the exception to include a good faith determination that the aggrieved person engaged in any criminal conduct.
Sexual Harassment Guidelines for Postsecondary Institutions (SB 493): No later than Jan. 1, 2022, postsecondary institutions that receive state financial assistance must comply with training, notice, and investigation requirements related to sexual harassment complaints.
Wage & Hour
The Labor Commissioner May Now Represent Claimants in Connection with Arbitrations (SB 1384): This bill expands the Labor Commissioner’s ability to represent individuals who are financially unable to afford representation to arbitral proceedings and/or in opposing a petition to compel arbitration. The Labor Commissioner is limited to claims in which the individual is unable to afford representation.
Limited On-Call Rest Breaks Exemption for Unionized Security Officers (AB 1512): This new law comes as a much-needed break for employers employing persons in the security services industry as a security officer who is registered pursuant to the Private Security Services Act (Chapter 11.5 (commencing with Section 7580) of Division 3 of the Business and Professions Code) from California’s rest break law by allowing security officers to remain on-call during their rest breaks.
Rest Periods Exemption for Petroleum Facilities Extended (AB 2479): Currently, employees who hold safety-sensitive positions at petroleum facilities are exempt from rest period requirements, provided they fulfill specific requirements. This exemption would have expired on Jan. 1, 2021. This new law extends the exemption until Jan. 1, 2026.
Extended Time to File Labor Commissioner Complaints (AB 1947): Employees now have one year, instead of six months, to file a claim with the Labor Commissioner if the claimant believes they were discharged or otherwise discriminated against in violation of any Labor Code provisions enforced by the Labor Commissioner. The major change, which is likely to increase litigation in California, is that this new law amends Labor Code section 1102.5 to allow for attorney’s fees for employees who prevail on a whistleblower retaliation claim pursuant to the code.
New AB 5 Exemptions (AB 2257): AB 2257 substantially revises AB 5 and tacks on new exemptions to the “ABC Test,” including but not limited to exemptions for business-to-business contracts; referral agencies (consulting, youth sports coaching, wedding services); music industry and performers, and professional services. These exemptions went into effect upon the signing of the bill on Sept. 4 and apply retroactively where applicable. These changes along with AB 5’s original provisions are very fact specific. Consult with legal counsel before classifying any individual as an independent contractor.
Prevailing Wages for Public Works Expanded (AB 2765): Currently, the general prevailing rate of per diem wages must be paid to workers employed on “public works.” This new law expands the definition of “public works.”
Employers Must Disclose Final Judgments for Violation of Wage Order on Statement of Information (AB 3075): Beginning Jan. 1, 2022, or when the California Business Connect is implemented, whichever is earlier, business entities will have to include on their Statement of Information whether “any officer or any director, or, in the case of a limited liability company, any member or any manager,” has outstanding final judgment that was issued for the violation of any wage order.
AB 3075 also adds Section 203.3 to the Labor Code providing that successor employers will be liable for any wages, damages, and penalties. The bill provides that successorship is established upon meeting any of the following criteria:
Uses substantially the same facilities or substantially the same workforce to offer substantially the same services as the judgment debtor. This factor does not apply to employers who maintain the same workforce pursuant to Chapter 4.5 (commencing with Section 1060) of Part 3.
Has substantially the same owners or managers that control the labor relations as the judgment debtor.
Employs as a managing agent, any person who directly controlled the wages, hours, or working conditions of the affected workforce of the judgment debtor.
Operates a business in the same industry, and the business has an owner, partner, officer, or director who is an immediate family member of any owner, partner, officer, or director of the judgment debtor.
Expanded Protections for Victims of Crime or Abuse (AB 2992): This law expands current protection for victims of domestic violence, sexual assault, or stalking to include protection for victims of crime or abuse. Meaning that employers cannot discharge, discriminate or retaliate against an employee who is a victim of a crime or abuse from taking time off work to obtain relief to help ensure the health, safety, or welfare of the victim or the victim’s child. This new law further expands the categories of “time off” to include taking time off work to seek medical attention for injuries caused by crime or abuse, to obtain services from prescribed entities, to obtain psychological counseling or mental health services, or to participate in safety planning.
Employees Have Sole Discretion to Use Kin Care Leave (AB 2017): Currently, employees may use their accrued sick leave to tend to the illness of a family member. This new law gives employees the power to use their sick leave at “their sole discretion.” As stated, it seems that employers cannot deny an employee the use of their sick leave for whatever reason they deem is necessary of sick leave.
California Family Right Act Expanded (SB 1383): As it currently stands employers with 50 or more employees must provide 12 workweeks of unpaid leave for family care and medical leave. Under the New Parent Leave Act, employers with 20 or more employees must provide 12 workweeks of unpaid leave during any 12-month period to bond with a new child. SB1383 expands CFRA in several ways.
First, CFRA now applies to employers with as few as fiveemployees, requiring them to provide the same job-protected 12 workweeks of leave for family care and medical leave. This leave must also be given for any qualifying exigency related to the covered active duty or call to covered active duty. The new CFRA also provides for baby bonding leave, repealing the New Parent Leave Act. Second, SB 1383 expands the definition of “family members” to include domestic partners, grandparents, grandchildren, adult children, and siblings. Because the new definitions allow employees to take leave for reasons the federal Family Medical Leave Act (FMLA) does not cover, it is possible that employees may be entitled to up to 24 workweeks of unpaid leave for those leaves that do not run concurrently with the FMLA. Finally, SB 1383 abolished the “key employee” exemption.
Small Employer Family Leave Mediation (AB 1867): Given that CFRA has been expanded to apply to small employers, this bill creates a family leave mediation pilot program for small employers. The program allows small employers or the employee to request a mediation through the Department of Fair Employment and Housing’s (DFEH) dispute resolution division. An employee would be prohibited from pursuing civil action until mediation is complete if said mediation is requested by the employer (or employee). Accordingly, the statute of limitations would be tolled for the employee until the mediation is complete. This provision is set to expire Jan. 1, 2024.
Retail Food Facility Handwashing Requirement (AB 1867): AB 1867 also requires employers to allow employees working in any food facility to wash their hands every 30 minutes and additionally as needed.
Supplemental Paid Sick Leave (AB 1867): AB 1867 establishes COVID-19 supplemental paid sick leave covering the following “hiring entities”:
Private employers with 500 or more employees;
Public sector agency employers that employ health care providers or emergency responders that elected to exclude such employees from emergency paid sick leave under the federal Families First Coronavirus Response Act (FFCRA);
Private employers with fewer than 500 employees that employ health care providers or emergency responders that elected to exclude such employees from emergency paid sick leave under FFCRA, and
Hiring entities that operate a food facility.
Covered entities are required to provide COVID-19 supplemental paid sick leave to workers who are unable to work due to any of the following reasons:
The covered worker is subject to a federal, state, or local quarantine or isolation order related to COVID-19;
The covered worker is advised by a health care provider to self-quarantine or self-isolate due to concerns related to COVID-19; and
The covered worker is prohibited from working by the covered worker’s hiring entity due to health concerns related to the potential transmission of COVID-19.
This law took effect on Sept. 9, 2020, and employers had to begin providing the supplemental as of Sept. 19, 2020. This bill is set to expire on Dec. 31, 2020, or when any federal extension of the Emergency Paid Sick Leave Act expires, whichever is later.
Worker’s Compensation (SB 1159): SB 1159 creates a rebuttable presumption that an employee contracted COVID-19 at work if the employee tests positive or is diagnosed with COVID-19 within 14 days after working at the employer’s place of employment.
CAL/OSHA ExpandedEnforcement (AB 685): This bill expands Cal/OSHA’s authority to issue Orders Prohibiting Use relating to COVID-19 hazards. Accordingly, Cal/OSHA can shut down a worksite if the worksite exposes employees to a COVID-19 related imminent hazard. It also creates new notice and reporting requirements to employees and subcontractor employers that must be met within one business day of potential COVID-19 exposure. Certain employers must also notify local public health agencies of all workplace COVID-19 outbreaks.
Workers in a General Acute Care Hospital Must Be Provided with Personal Protective Equipment (AB 2537): Public and private employers of workers in a general acute care hospital must supply their employees who provide direct patient care or services that directly support personal care with personal protective equipment.
As of Apr. 1, 2021, these employers must maintain a three-month supply of specified equipment and provide an inventory report and its written procedures to the Division of Occupational Safety and Health upon request. Failure to maintain the required stockpile could result in a $25,000 civil penalty.
On or before Jan. 15, 2021, a general acute care hospital must be prepared to report to the Department of Industrial Relations its highest seven-day consecutive daily average consumption of protective equipment during the 2019 calendar year.
California Consumer Privacy Act’s Employer Exemption Extended (AB 1281):While this bill extends the employer exemption from certain provisions of the California Consumer Privacy Act (CCPA) to January 2022, employers must still satisfy the notice provision of the CCPA. Accordingly, employers must continue providing notice to applicants and employees of information collected by the company and the purposes for which said information is collected.
Contact us today and one of our HR professionals will help make sure that you are your organization are up-to-date with your HR compliance. Call us at (714) 872-2393 or complete the form below.
The $908 billion relief package signed into law on December 27, 2020 includes a very favorable update to the Paycheck Protection Program (PPP) for farmers and ranchers. The relief package also provides the Small Business Administration (SBA) with an additional $284 billion for PPP Loans, $20 billion for Economic Injury Disaster Loan (EIDL) grants, and $11 billion to the U.S. Department of Agriculture.
Under previous SBA rules, farmers and ranchers participation in the Paycheck Protection Program (PPP) was based on 2019 net farm profits (or losses), reported on IRS form Schedule F, Profit or Loss from Farming. Because 2019 was not a good year for most self-employed farmers and ranchers due to trade wars and natural disasters, many farmers and ranchers likely did not apply for a Paycheck Protection Program (PPP) loan or received a small loan due t low or negative 2019 profits.
The new legislation helps both farmers and ranchers by allowing them to use their 2019 Schedule F GROSS INCOME (up to $100K) when calculating their Paycheck Protection Program (PPP) loan, rather than their 2019 NET INCOME. The bill also allows both farmers and ranchers who received a Paycheck Protection Program (PPP) loan using their 2019 NET INCOME to recalculate their loan using 2019 GROSS INCOME if it would result in a larger loan amount. Your lender may also recalculate loans that have not been previously approved if they would result in a larger loan.
Supplemental Funding Request on Initial PPP Loan
The SBA issued an Interim Final Rule in May that allowed a borrower to request a supplemental loan if, after the time of application, regulations were issued that would have increased the loan amount it could have received. To be eligible, the lender could not have submitted Form 1502, which confirmed to the SBA the borrower and the loan amount. Legislation removes the Form 1502 requirement and allows the supplemental requests in all cases that the loan amount would have changed due to the new rules.
PPP Second Draw Loans
Second draw loans are targeted at hard-hit businesses that employ 300 or fewer employees and that have used or will use the full amount of their first PPP loan. Eligible entities must be businesses, certain nonprofit organizations, housing cooperatives, veterans’ organizations, tribal business concerns, eligible self-employed individuals, sole proprietors, independent contractors, or small agricultural cooperatives. Publicly traded companies are not eligible. The maximum loan under this program is $2 million, based on 2.5 months of average annual payroll (3.5 months for NAICS Code 72 entities—generally hotels and restaurants).
The measurement period for the payroll calculations can either be calendar-year 2019 or the one year period before the date the second draw loan is made. Borrowers must also show a 25% decline in revenue in the 1st, 2nd, or 3rd quarter in 2020 as compared to the same quarter in 2019 (if the loan application is after December 31, 2020, then a 4th quarter comparison will be acceptable as well). There are special comparison rules for entities not in existence for all of 2019. The same waiver of affiliation rules that applied to the initial PPP loans will apply to the second draw PPP loans. Similarly, the existing PPP loan caps still apply. A loan is limited to 2.5 months of average monthly payroll with a $100,000 annual gross income cap. So, a farmer or rancher with no employees could get a $20,833 loan if the gross receipts on the Schedule F for 2019 were $100,000 or greater, regardless of what the expenses were. If the farmer or rancher had employees, the loan amount would be increased by the same 2.5 months of the average monthly payroll for 2019. The same waiver of affiliation rules that applied to the initial PPP loans will also apply to the PPP second draw loans. Similarly, the rules covering more than one physical location that applied for the first PPP loans applies to the second draw loans, except the employee limit per location is now 300 employees down from 500 employees.
Forgiveness of the PPP second draw loans follows the rules in the first round of loans, including the various reduction provisions. The revised covered period definition as noted above also applies to the second draw loans. The covered period would, therefore, be any time period selected by the borrower that is more than 8 weeks from the date of deposit but not greater than 24 weeks.
There are set asides for the following:
First-time PPP borrowers with 10 or fewer employees
Second-time PPP borrowers with 10 or fewer employees
First-time PPP borrowers that have been made newly eligible by the Consolidated Appropriations Act
Second-time returning PPP borrowers
The EIDL Program
The CARES Act created a $20 billion EIDL advance program through which small businesses that applied for an EIDL loan also could apply for a $10,000 cash grant whether or not they got the actual loan. The program was extremely popular, and funds ran out on July 11, 2020. The SBA received 10.1 million applications and were able to approve 5.8 million applications for a total of $20 billion, or an average of $3,500 per advance. The new legislation provides an additional $20 billion for this program.
Other program changes include:
Targeting the $10,000 advance to low-income communities
Permitting small businesses in low-income communities that received an EIDL advance to receive additional funds, up to $10,000
Extending covered period for emergency EIDL grants through December 31, 2021
Allowing more flexibility for the SBA to verify that emergency EIDL grant applicants have submitted accurate information
Extending time for the SBA to approve and disburse emergency EIDL grants from 3 to 21 days
Farm Credit System
The Farm Credit System (FCS) institutions were eligible to issue PPP loans when the program was first announced in March 2020. Unfortunately, initial confusion about agricultural eligibility and system issues forced farmers and ranchers to apply for Paycheck Protection Program (PPP) loans at community banks that already had experience processing SBA loans. Only 54 Farm Credit System (FCS) institutions issued PPP loans compared to the 3,570 non-FCS financial institutions with assets under $1 billion. The Farm Credit System (FCS) issued 14,115 loans totaling $1.2 billion out of the 129,258 loans totaling $7.6 billion of PPP loans made to the agricultural sector. New legislation eases the Farm Credit System (FCS) capital requirements for PPP lending, consistent with the relief provided to community banks. This applies to any loans made on, before, or after enactment, including forgiveness of the loan.
U.S. Department of Agriculture Update
Legislation also allocated an additional $11.2 billion to the U.S. Department of Agriculture to prevent, prepare for, and respond to coronavirus by providing support to agricultural producers, growers, and processors.
Specific allocations include:
$1 billion to make payments to livestock and poultry contract growers who had revenue losses due to contract changes from COVID-19
$1.5 billion to purchase food and agricultural products
Stimulus Aid for Farmers & Ranchers – Second Chance for PPP Loans & EIDL Grants
$20 million for animal disease prevention and response capacity
$200 million in relief payments to timber harvesting and hauling businesses
MCDA CCG will continue to follow the changes and situation as it continues to develop. As with most things related to COVID-19, changes are being made quickly. With that being said; Please note that this information is current as of todays post.
If you have questions about these changes or would like assistance preparing or applying for assistance please contact an MCDA CCG trusted financial advisor today by calling (714) 872-2393 or emailing us here. Alternatively, you can complete the form below and one of our advisors will contact you within 24 hours.
A new coronavirus relief bill will provide $284 billion in loans for small businesses. Here is how your business can get a second one.
A new $900 billion coronavirus relief and stimulus package was signed into law by President Trump. One of its provisions: An extension of the Paycheck Protection Program, allowing another $284 billion or so in forgivable, federally backed loans for debilitated small businesses.
The original program which was overseen by the Small Business Administration (SBA) and the US Department of Treasury, transmitted about $525 billion to more than 5 million recipients. The original program was filled with liabilities, and loopholes that cultivated countless issues throughout an already pretty complex process.
The Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act clarifies questions about the loan process, but also adds rules about applying for new loans and receiving forgiveness for old ones. The Small Business Administration (SBA) has 10 days to implement the new rules, so more detailed specific rules might be coming. Borrowers and potential borrowers should look to their lenders for guidance. As an example, JP Morgan Chase bank updates their site www.chase.com/cares as they receive information.
Common Questions Business Owners Have
Does This Round Of Loans Differ From The Last Round?
Yes, although some aspects are the same. Applicants have between 8 and 24 weeks to use the funds. The funds should be utilized with at least 60% going towards payroll and the remaining funds towards eligible expenses. Eligible expenses can be found on the Small Business Administration (SBA) website but include things like rent and utilities.
New loans will be capped at $2 Million, compared to the $10 Million before. Applicants must now have no more than 300 employees, compared to the 500 before. Applicants must now also be able to demonstrate a drop in revenues rom the fourth quarter of 2019 to the same period this year, of at least 25%.
The bill also expands on the type of covered expenses to include things related to cloud computing and remote-work software. It also includes government mandated sanitation and social distancing equipment such as partitions, sneeze guards, and air filtration systems. They have also included covered expenses such as “property damage and vandalism or looting due to public disturbances that occurred during 2020.”
One notable aspect of the new bill that’s not directly tied to new loans is an expansion of the employee retention tax credit, a feature of the Coronavirus Aid, Recovery and Economic Stimulus (CARES) Act that encouraged employers not to cut jobs. Businesses that originally received the Paycheck Protection Program (PPP) loans were not eligible to claim that credit, but the new bill now allows the credit.
Can I Get Another Loan If I Already Got One?
They call these “second draw” loans and as long as you meet the requirements above, you are able to apply. The deadline for all new loans has been set for March 31st.
Are Certain Businesses Eligible For More Help Than Others?
The bill will restrict certain companies from applying for loans, including businesses specializing in political or lobbying activities. Similar to the Florida Democratic Party which received $780K last time around but later returned the funds. Also excluded in this round are businesses who have China residents on their boards and also businesses who have extensive dealings in China.
The new loan amounts will be determined by a formula that includes payroll costs multiplied by a factor of 2.5 with a cap of $2 Million. Restaurants and other eligible hospitality businesses will be able to multiply those costs by a factor of 3.5 making them eligible for a bit more funding.
Theaters, Museums and Concert venues have been heavily impacted and have all lobbied for additional aid, will not be eligible for new Paycheck Protection Program (PPP) loans. They will be eligible for “Shuttered Venue Operator Grants” which can be worth up to $10 Million.
How Will This Influence My Current Forgiveness Application
If you received more than $150K, it likely won’t. If you received less, the process should be much easier. A few short weeks ago the government simplified the forgiveness applications for businesses that received less than $50K, requiring only a description of how much loan money was spent on payroll, and how many employees the business was able to retain as a result of the funds received.
The new bill now ups that limit to $150K. Businesses will not need to submit documentation supporting their claims, but I would suggest keeping it on hand in the event you are audited down the line.
If you already applied and received loan forgiveness, none of the new provisions apply. At this time, you are done. However, you can apply to receive a second loan if needed.
If you would like more information or assistance applying for a Paycheck Protection Program (PPP) Loan, or assistance applying for loan forgiveness contact us today at (714) 872-2393 or email@example.com. You can also complete the form below and we will contact you within 24 hours.