Stephen Merritt, CPA, PC  |  Certified Public Accountants  |  (757) 420-5778
233 Business Park Drive, Suite 104, Virginia Beach, VA 23462

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“Working on my tan!” – Louis

What’s Inside

• Learning About S Corporation Shareholder Basis
• ESG and Small Businesses
• How to Make Accountability Work
• June Days
• Office Hours
• COVID-19

Learning About S Corporation Shareholder Basis

General Definition

If you have ownership in an S corporation, it is important to have a general understanding of basis. This number called “basis” increases and decreases with the activity of the company. The IRS defines it as the amount of a shareholder’s investment in the business for tax purposes.

When the S corporation files a tax return (Form 1120S), all shareholders receive a K-1 form to show profits, losses and deductions allocated to the shareholder. The K-1 does not state the taxable amount of the distribution, which is contingent on the stock basis.

The main purpose of basis is to determine if distributions are taxable or losses are deductible. The basis for each shareholder is calculated annually and must be tracked from day one of ownership.

Importance of Basis

It is important to calculate the basis for the following reasons:

• If the shareholder receives a distribution and has basis to cover the amount, the withdrawal is not taxable to the shareholder.
• If the shareholder has a loss in the company and has basis to cover the amount, the losses will be allowed to be taken in that tax year.
• When the shareholder disposes of his/her stock, gain or loss on the disposition is calculated using the shareholder’s stock basis.

How Basis is Calculated

Think of basis like a checking account. The account goes up and down, but can never go negative. When there is a deposit of income, the basis goes up for all shareholders based upon percentage of ownership. When there is a payment of an expense, the basis goes down.

When a shareholder contributes money to the company, the basis goes up. When a shareholder withdraws money, the basis goes down.

Basis is also decreased by several activities like penalties the company had to pay, Section 179 deductions on assets or the non-deductible portion of meals and entertainment.

In year one, you start out with a zero basis. For the activity of the first year in business, you then have an ending basis. This ending basis in year one is your beginning basis number for year two. This continues as long as a person has ownership in a company.

Suspended Losses

Normally a shareholder that has basis in the company can reduce their other income (W-2 wages, interest, dividends, rental, etc.) on their personal tax return with the losses of the company. This is a really nice advantage of the S-corporation! However, if the shareholder does not have basis to go against that loss, the loss is suspended and disallowed for that tax year. The losses are carried over indefinitely until the shareholder has more basis.

Distributions

In general, if a shareholder withdraws money from the company outside of payroll, the distribution will only reduce the basis in the company. This is another benefit of an S-corporation! Regular corporations (C-corps) tax the shareholder for pulling out money, called dividends. You’ve probably heard the phrase, “double taxation on C-corps.” In an S-corporation, that does not happen if you have basis.

What happens if you don’t have basis and you pull money out? The amount that exceeds the basis will be taxed as a capital gain on the shareholder’s personal return. Here is an example:

Beginning Stock Basis = $25,000
Current year Loss = $-20,000
———–
Ending Stock Basis = $5,000
Distributions = $10,000
———–
Distribution Above Basis $5,000 = this is the amount the shareholder will be taxed at the capital gains rate.

Now do you see why tracking basis is important?

Reconstructing Basis

When you change tax preparers, a good sign that they are competent is if they ask for your basis schedules the first year they prepare your return. If they do not have the schedule, they will need to recreate it from year one. Reconstructing the basis is not very difficult as long as all the K-1’s and records are available for every year in business.

Two Types of Bases

There are two types of bases numbers that need to be tracked: stock basis and debt basis. Most of what you read above applies to stock basis.

Debt basis is a tad more complicated. For a shareholder to receive debt basis, the shareholder must make a direct loan to the corporation. The shareholder bears some risk in loaning the company money. You’ll want to formalize the loan with a promissory note and collect interest on the loan. Repayments of the loan are calculated against the debt basis. If the shareholder’s stock basis is zero, then losses are still allowed if there is debt basis. If the debt is repaid before the stock basis is restored, then all or part of the repayment of the loan may be taxable.

The End in Mind

Understanding and keeping track of basis is a good recordkeeping habit and will help you avoid surprises come tax time.

ESG and Small Businesses

Pick up just about any public company’s most recent annual report, and you’ll find a section on ESG. ESG stands for Environment, Social, and Governance, and the trend of not only considering, but also measuring a company’s sustainability performance on ESG issues has become key. A new generation of investors is driving this movement as they become more discerning when selecting companies to invest in.

While ESG is still predominately a large company issue, small companies can benefit from being aware of this trend. But first, here is a very brief summary of the ESG components:

Environment

Measuring a business’s impact on the environment means taking into consideration topics such as climate change and sustainability. How many natural resources does the company use, and are they replenishing them as they use them? If they are polluting, how are they cleaning it up?

Social

The social impact of a business is the broadest of the three areas. It includes a multitude of topics, including:

• Diversity and inclusion in the workforce and with suppliers
• Consumer protection related to its products
• Human rights, including workforce issues such as working conditions and minimum wage, especially overseas
• Animal welfare in product research and development

Governance

The area of governance measures the leadership of the company when it comes to topics such as ethics, transparency, compensation issues for both executives and employees, and employee relations in general.

Accounting for ESG

The accounting industry is developing and adopting standards for how to measure a corporation’s sustainability performance. As of this writing, the IFRS (International Financial Reporting Standards) Foundation has proposed the creation of the Sustainability Standards Board, which will help to set standards for ESG in 140 countries.

This move will better align the current financial performance of the company with the new sustainability measures. However, all of this is many years off, as there are many organizations that have developed standards for numerous components of ESG that need to be consolidated and adopted.

In the meantime, we do know that positive sustainability performance by a company drives positive financial performance. There are many ways small businesses can participate in ESG’s benefits.

ESG and Small Business

ESG can have a positive impact on your company’s value, company culture, who you hire, the vendors you select, and the customers that select you.

As an example, if you plan to do business with a large company, mirroring their ESG values can help you align with them, giving you an edge in the selection process. Similarly, when you communicate your ESG values and contributions, you are more likely to attract employees with the same individual values, making for a better fit.

While there are a lot of things a small business can do, here are just a few ideas:

• Disclose your starting hourly rate, if it’s well above your state’s minimum wage, to attract better quality hiring candidates.
• When purchasing vehicles, consider electric or hybrid.
• Match employee nonprofit contributions, and give them time off to volunteer.
• Practice transparency when it comes to executive salaries or financial results.
• Write and post a diversity and inclusion statement.
• Conserve electricity by closing off unused spaces, turning off lights when not in use, and switch from gas to electric appliances when possible.
• Optimize service routes to reduce fuel consumption.
• Donate excess food to shelters (in the case of restaurants).
• Protect customers’ private information with privacy processes and policies.
• Make product components recyclable, purchase supplies that are recyclable, and train employees to recycle.

Add your own ideas to the above list.

Ask yourself how your business measures up when it comes to ESG, and make a plan to make the changes you want to see in your business.

How to Make Accountability Work

Almost every successful business owner craves accountability. We’re wired to respond to crises and to help others, sometimes before we help ourselves. Entrepreneurs are excellent in running their day-to-day businesses, but some need more accountability to meet internal deadlines and long-term goals. Let’s take a look at how we can increase our accountability.

Setting Goals and Deadlines

The first step to being accountable is to have something you want to achieve, and this means setting goals. We all have projects we want to do that haven’t been done for a variety of reasons. Just choose one, and make a timeline of tasks and milestones that you would like to be held accountable for. Mark your calendar for each milestone and the project’s end date. Display your list of milestone dates prominently on your desk or wall where you work. Carve out time to work on your project by blocking out your calendar.

Connect with Your Purpose

Take some time to analyze why you want to complete your project. How does it connect with your business purpose, mission, vision, and values? Document your why and display it prominently next to your milestone list. This will help you stay focused.

Publish Your Goals Publicly

Use social media or another means of communication to share your goals publicly with peers, friends, or co-workers. At this point, it becomes “real” for many entrepreneurs. It’s a big step to put yourself out there. Now you have to do it or face embarrassment and other consequences later. It may feel scary to do it, but this step works!

Consider an Accountability Partner

Some people do very well by partnering with a peer or trusted business person. This can be a mentor, a paid coach, an advisory board, a mastermind group of people, a nonprofit group, a co-working group, a peer, a vendor, an incubator, or an investor. Most experts do not recommend that you choose a friend.

Your relationship can be one-way or two-way. Perhaps you will hold them responsible for something they want to achieve, so that the relationship is reciprocal.

Tell your accountability partner to push you and to be candid and honest. They may need your permission if it’s an informal arrangement. Set meetings in advance every week (or two weeks), where you review your progress and report on your milestones. Allow your partner to point out mistakes, or acknowledge them yourself. Make course corrections, using your partner as a sounding board.

Make sure you are candid and honest as well, focusing on results and not excuses. Know when you’re procrastinating and dig deep to discover why. Often, it can be a lack of resources or time, but coupled with that is usually a mindset issue or simply fear of failure that needs to be brought to the surface.

Celebrate

Celebrate every milestone achieved. Reward yourself, especially if it’s a project you’ve been putting off for years that is finally getting off the ground. This reinforces positive behavior and creates enthusiasm and momentum.

Beyond Project Accountability

You can use this same formula to achieve accountability in many areas of your business, such as these areas:

• Financial accountability via your accounting firm or financial consultant
• Staffing or supervising accountability via HR consultants or a coach
• Technology accountability, via an IT firm or consultant

This type of accountability makes the functions of your business run better. You can also apply these ideas to your personal life goals.

Accountability can make a tremendous difference in achieving the success you want, so try it and let us know how it’s working for you.

June Days

Here are some Days to Celebrate in June!

June 4th – National Hug Your Cat Day
Did you know cats were first domesticated around 7500 BC. Today is a great day to give your purr-fect feline companion some extra love!
#HugYourCatDay

June 14th – National Bourbon Day
Pour a glass, or two, of your favorite bourbon to celebrate and appreciate this American ‘Native Spirit’!
#NationalBourbonDay

June 19th – Father’s Day
Remember to Celebrate the father figures in your life! Take them to a game or out to their favorite place to eat. Enjoy your time with them! #FathersDay

June 23rd – National Hydration Day
Remember to stay hydrated on these hot summer days. Drink plenty of water and make it part of your daily routine! #NationalHydrationDay #HydroHomies

June 24th – National Take Your Dog to Work Day
This day originated in the United Kingdom in 1996, and started in the United States in 1999! Now this is a day Louis can get behind! #TakeYourDogToWorkDay #TYDTWD

Office Hours

Office Hours: May 2, 2022 – December 2, 2022

Monday – Thursday
8 AM to 5 PM

Coronavirus Disease (COVID-19)

Stephen Merritt, CPA, P.C. understands the challenge the impact COVID-19 has on our community.

Fully-Vaccinated individuals are not required to wear a mask while in our office.

Unvaccinated or not Fully-Vaccinated individuals must wear masks and follow COVID-19 protocol, such as social distancing, while in our office to stop the spread of COVID-19.

Tax documents may be mailed, FAXed, emailed, uploaded to client portal, or dropped off.

Final Returns can be picked up or mailed out.

As always, please call, we are happy to assist.

Stay safe and healthy!