An Executive’s Guide to Management, Money & Millennials for the Construction Industry

Risk Management of Workingin New MarketsPresentation by Susan L. McGreevyStinson Leonard Street LLP

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Doing Business Away From Home• More businesses are spreading out and

doing business in new locations than ever.

• This is a natural part of “globalization” and has been accelerated by technology. Lots of industries are doing it, and doing it successfully.

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Why Construction and Development Are Different• The world of construction and

development has some characteristics that make this more problematic than other industries.

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Why Construction and Development Are Different• It deals with real property located in a

specific country, state, county and city. As a result, mechanic’s lien laws are different.

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Why Construction and Development Are Different• It usually disturbs that property, and

that disturbance usually affects and is affected by the specific soil characteristics, which vary greatly all over the country.

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Why Construction and Development Are Different

• It usually involves workers who may be new to the employer from out of town.

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• Some of those workers may be members of unions, and the local custom about which trade can perform which work may be different.

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• In some parts of the country, many of those workers may not be able to communicate well in English.

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• It usually involves the use of chemicals, solvents, fuels and other hazardous materials that may be regulated – more or less – by the state of the project.

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Why Construction and Development Are Different• It is also typical in construction for

some amount of money earned by a contractor to be held back as retainage, and many states now have laws regulating how much retainage can be held, and when it has to be released.

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• It is also typical in construction for contractor to not pay their subs and suppliers until they are first paid. Many states now have laws regulating when they have to be paid. And the penalties can be steep (even criminal).

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• If public funds are involved, it is typical that the contractors and designers will have to meet goals to employ targeted firms and workers – minorities, women, veterans, inner city residents. And this varies all over the place.

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• If public funds are involved, there will often be special rules for how disputes are pursued, including over award of contracts.

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Why Construction andDevelopment Are Different

Every one of the characteristics I have just listed is regulated.And more!Most of them are regulated differently depending on the particular jurisdiction.

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• Aside from all these issues of regulation, there is the physical reality that development and construction are tied to a place, and the harder that place is for you to get to, the less knowledge and control you will have over what happens there.

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Question for Audience

How often do you work out of your home base?1. Not yet, but thinking about it2. Rarely – we are very selective3. Occasionally – when opportunity arises4. Frequently – we consistently work in

multiple jurisdictions

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What’s the Worst That Can Happen?Example #1:• Kansas manufacturer typically sells

equipment to be installed in facilities of its customers, average $3.5-4.5 million. Business is down. Takes on a project to design, build and install its equipment in a new factory in Minnesota, for $15,000,000. Many problems getting final close-out, due to:

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What’s the Worst That Can Happen?Example #1:• There were many issues integrating its

equipment with power, mechanical hook-ups, etc., with the local subcontractors.

• And when these issues arose, there were problems getting these subs to show up.

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What’s the Worst That Can Happen?Example #1:• Often, equipment shut down occur

when company's key employees weren’t in Minnesota – having worked 4 10-hour days and left to go home.

• This resulted in many irate emails from the owner and demands for managers to drive up on weekends.

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What’s the Worst That Can Happen?Example #1:• Owner has refused to pay the last $1.5 million

(retainage) because project was late, and the owner says it was prevented from producing products and making money.

• Manufacturer wants to file a lien to force the owner to pay, but discovers that state law required it to file a notice of commencement when it started work, which didn’t happen.

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What Went Wrong?

Example #1:• Manufacturer took work far away from

its home town. This meant that management was not seeing the work on a daily basis, and had to rely on the employees in charge of the job for status reports.

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What Went Wrong?

Example #1:• Manufacturer hired subcontractors it

hadn’t worked with before and didn’t know. These particular ones had no loyalty to manufacturer, and let him down in responsiveness and quality of work.

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What Went Wrong?

Example #1:• Manufacturer sent key employees from

its home office to oversee the job. These people were living in hotel rooms, away from their families. When issues came up at home, they were often not at the jobsite. They tended to leave early to come home and return late.

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What Went Wrong?

Example #1:• Manufacturer didn’t check out the state

laws in advance.So, it didn’t preserve its lien rights.

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What’s the Worst That Can Happen?Example #2:• Subcontractor from Kansas takes on

structural steel subcontract in Oklahoma. Hires the only union steel erector in area, allows erector to represent sub at progress meetings.

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What’s the Worst That Can Happen?Example #2:• Sub didn’t learn until later that erector

agreed to schedule changes that sub, as fabricator, couldn’t meet.

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What’s the Worst That Can Happen?Example #2:• Sub finds out from General Contractor

that erector has refused to perform changes unless he gets paid in advance for them, which is not what the sub’s contract says.

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What’s the Worst That Can Happen?Example #2:• Erector tells sub that if sub doesn’t like

it, he can find another erector. (there are no other union erectors around).

• Sub has no choice but to do what erector wants.

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What Went Wrong?

Example #2:• Sub took work in an area where he

didn’t know the erectors, and took his chances on an unknown.

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What Went Wrong?


wasn’t able to attend meetings to represent himself, and instead empowered someone else to make decisions that were binding on him.

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What Went Wrong?


wasn’t able to visit the job and see for himself the progress of the work.

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What’s the Worst That Can Happen?Example #3:

• A contractor from Minnesota takes on a number of projects in Illinois. It doesn't register as foreign corporation.

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What’s the Worst That Can Happen?Example #3:• Some years later, the contractor needs

to sue an owner for non-payment. • Discovers he can’t sue until he

registers as a foreign corporation and pays all back franchise fees. By then, the statute of limitations has run.

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What Went Wrong?

Example #3:

• Contractor forgot to do his homework, and state didn’t catch him either. Contractor ended up having to pay bills that he should have been able to pass on to the owner.

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• Kansas company delivers steel to project in Utah. Doesn't get paid. Wants to file a lien.– Is told that he can’t file a lien.

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What Went Wrong?

Example #4:

• Company finds out that Utah requires anyone who wants to have lien rights to file a notice via a website, so that the owner can be aware that he is on the job. Company hadn’t done that, so no lien rights.

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• Missouri HVAC sub takes work in Iowa for a General Contractor. Owner runs out of money. Sub files lien.– Finds that he will get nothing.

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What Went Wrong?

Example #5:

• HVAC sub discovers that in Iowa, the first to file a lien gets the first proceeds of a lien foreclosure. All of the money went to firms who filed before he did.

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What’s the Common Thread Here?

What all of these examples illustrate are just some of the things you have to think about in making the decision to take work far away from your home base. Things like:

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What Could Be Different in a New Location?The Labor market• How strong are unions in the new

town? • What work is claimed by which unions? • Will the local allow you to bring your

own union employees in?

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What Could Be Different in a New Location?Subcontractor/supplier market• How do you gauge the reputations of

subs you get prices from? • Will you get their full attention, or

come in last in the event they overbooked?

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What Could Be Different in a New Location?

How do you monitor project?

You aren't going to be driving by every day – video cam? Photos? Trusted employee?

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What Could Be Different in a New Location?Staffing• Are you going to have your own

employees on site all the time? • Who is your back up if one of your

people can't get there? • If you rely on a local sub or locally

hired employee, what is their loyalty to you, how well do you know them?

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What Could Be Different in a New Location?Local Laws – Taxes• What are state and local taxes? • Who do you register with and how do

you pay them? • You have to include all of these costs in

your bid, so this has to be done up front.

What Could Be Different in a New Location? Local Laws – Taxes• Allocation and apportionment

factors• Uniform Division of Income for

Tax Purposes Act (UDITPA)• Other multistate compact

– Industry specific apportionment formulas

– Specific exclusion of income items

– Specific exclusion of cost items

• Credits and tax incentives• Income tax – C corporation• Income tax – S corporation• Composite returns for S

– allowed or not?

• Estimated tax for s– Required or not?

• Withholding on non-resident S shareholders?

• Payment on income or distributions

• S corporation treatment• C corporation treatment

– Recognize Federal S election

– State S election required? • Income tax – Partnerships, LLC• Income tax - Individual• State construction related

credits

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What Could Be Different in a New Location? Local Laws – Taxes• Franchise tax

– Taxable basis• State licenses – GC & Specialty

– Reciprocity states– Equity requirement– Financial statement requirements

• Local licenses• Per capita share tax /Equity tax, • State sales and use tax

– Grandfathering of rate changes– Government provided materials –

sales tax– Taxable services

• Local sales and use tax• Fuel tax• Property tax

– Personal property– Real property

• Local sales and use tax• Intangibles tax• Employment taxes• Business Privilege taxes• Impact Fees

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What Could Be Different in a New Location?Local Laws – MBE/WBE Certification

• If you have goals to achieve in the locale, who does the certifying? What are their criteria?

• How can you verify that firms you are considering are certified?

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What Could Be Different in a New Location?Local Laws – Prevailing Wages• What kind of work falls within the

requirement? • How do you register and get the right

rates?• Who audits?

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What Could Be Different in a New Location?Local Laws – Public Projects

• All states have their own procurement codes, with their own procedures for claims. Some have sovereign immunity to suit, short timelines, etc.

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What Could Be Different in a New Location?Local Laws – Lien Laws • Nothing varies as much from state to state. • May be required to give pre-construction

notice, make filings etc. • May require pre-filing notice (such as

Missouri)• May only allow General Contractors, or

1st/2nd tier subs, may allow everyone• May allow designers, may not.

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What Could Be Different in a New Location?Local Laws – Prompt Pay Laws

• Many states now have these, and the penalty for non-compliance can be steep – in Kansas, a successful contractor, sub or supplier can get 18% interest and attorney’s fees.

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What Could Be Different in a New Location?Local Laws – Retainage Laws

• As with the Prompt Pay laws, this is a new concept and not all states have them, but if the state has one (such as Missouri), it can be complicated to know how to keep and release retainage.

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What Could Be Different in a New Location?Local Laws – Indemnification Laws

• More states have passed laws (or the courts have ruled) that restrict what language can be put in a contract to require one side to pay for damages caused by the other side.

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What Could Be Different in a New Location?Local Laws – Choice of Law, Location of Lawsuits

• Some states will not allow you to put a clause in a construction contract that requires lawsuits to be brought in other states.

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What Could Be Different in a New Location?Local Laws – Licensing• Does the company become licensed or individuals? • Do those individuals then have to be on the site at

all times?• In Arkansas (and many other states) it is a

misdemeanor to practice construction without a license. Contractor is required to submit financial statements with its application. Are these available to the public?

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What Could Be Different in a New Location?Local Laws – Permitting

• Who has to pull permits? • Are there reclamation or completion

bonds required by local authorities, and who has to provide them?

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What Could Be Different in a New Location?Local Laws – Tax-Increment Financing• If public funds or tax relief is involved,

what strings are attached?– Does this mean that you must pay

prevailing wages?– Does this mean that you must have

MBE/WBE participation?

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What Could Be Different in a New Location?

Many of these issues vary not just from state to state, but from county to county and city to city.

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What Should You Do?

Check out the laws in a community before taking on the work.• If it is public work, the agency should be able to give

you access to the regulations in advance.• If it is private work, often a state’s websites will give

information about what laws you have to comply with.• There are books and websites with information too

(although they frequently are not up-to-date, and leave a lot out).

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What Should You Do?

• Think through potential issues, and have a game plan for them.– How will you pick people who will run a

project for you far away?– Can you put a contingency in your number

for the unknowns?

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What Should You Do?

• Talk to people who regularly work there.

– They may share information about subs, suppliers, local conditions, etc.

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What Should You Do?

• Talk to your surety.

• Talk to you banker.– These folks may care a lot about you

taking on more risk, and will want to know that you have considered the move carefully.

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What Should You Do?

• Talk to your accountant.

• Talk to your lawyer.

• Talk to your insurer.– All of them can help you get in

compliance and be protected.

Questions?

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Read More About This TopicRead Susan McGreevy’s Building Profits article from the May/June 2016 edition of Building Profits magazine: “Doing Business Away from Home: Have You Done Your Homework?”

Read More About This Topic

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Susan McGreevy, PartnerKansas City construction attorney Susan McGreevy's practice consists primarily of advising construction companies, sureties, design professionals, and owners in their day-to-day business ventures. This includes the drafting and negotiation of all types of agreements, resolution of disputes, trying lawsuits and arbitrations, strategic and succession planning, and representing sureties in bond claims and litigation, as well as serving as an arbitrator and mediator.

[email protected] Walnut, Suite 2900 | Kansas City, MO 64106

mailto:[email protected]

A Financial Toolbox for Today’s CFOs and CEOs

Financial Toolbox

Today’s CFOs & CEOsmust be

Renaissance men or women

as they must always be evolving, learning, and

forward thinking

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CBIZ & MHM

CFOs & CEO’s: Cannot be inhibited by organizational charts Must work across inter- and intra-organizational boundaries Required to inform, discipline, and motivate managers,

employers, customers, suppliers, and regulators Maintain technical knowledge and tools in their business

toolbox that can be take out and used at any time

How these roles will evolve in the future is uncertain, but they are

more likely to broaden than to shrink

Best when work as a Team

Financial Toolbox

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71

What’s in Your

Toolbox?

Financial Toolbox

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Cash flow & Working capital management

Financial analysis and benchmarking

Personnel retention strategies

Prepare for the future - Technology

Fill it UP

Financial Toolbox


Financial Toolbox - Cash Flow & Working Capital

Management

Working capital management: designed to monitor and utilize the two components of

working capital: current assets current liabilities

ensures the most financially efficient operation of the company

Primary purpose – To maintain sufficient cash flow to meet its short-term operating costs and short-term debt obligations

http://www.investopedia.com/terms/c/currentassets.asp

http://www.investopedia.com/terms/c/currentassets.asp

http://www.investopedia.com/terms/c/currentliabilities.asp

CashIs

King


Management

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Cash Is Notonly King,

It is Critical!


Management


More Contractors go Bankrupt

due toCash Flow

than Profitability!!!


Management


Management

Companies that are focused only on external financing may be overlooking a hidden source of cash - their own balance sheet!

Maintain competitiveness Fuel growth strategies External financing – challenges & expensive

Cash is Critical:

How much Cash is trapped in your balance

sheet?


Management

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Management

Cash

Accounts payable / Job

costs

Unbilled jobs in progress

(wip)

Accounts receivable

The Cash Flow Cycle:

Cash Flow equals cash receipts minus cash payments over a given period of time

Working Capital

Cash

Accounts Payable

Inventory / WIP

Accounts Receivable

Make your working capital work for you to increase

your cash flow by optimizing :

accounts payable

work in progress

accounts receivable


Management

From back officeTo center stage


Management

Optimizing Accounts Payable:

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Activities to Optimize Accounts Payable: Supplier & Subcontractor selection and approval process Negotiate favorable terms Contract review process / schedule of values

Committed costs in system by vendor/contract Procurement process

Issue P.O.’s and track in system against committed costs Invoice processing

Define how to handle inaccurate vendor invoices Payment process

Select method of payment – minimize bank fees Pay with credit card when possible Be wary of contractor discounts for prompt payment Utilize pay when paid provisions, when allowed Hold retention, if appropriate


Management

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TheWork in Progress balancing act


Management

Optimizing Work in Progress:


Management

Use Schedule of Values to Optimize Work in Progress: Identify phases of work to break out separately for

billing categories No lump sum billings Mobilization, submittals, detailing, etc.

Place as much costs in early phases of project in order to front load the values

Record job costs to appropriate phases Provides an easy format to bill against Provides a format for which project owner / GC can

verify progress


Management

Effective Schedule of Value preparation is the single largest impact a Project Manager can have on cash flow

Goal should be to get paid for overhead/profit as quickly as possible

It is better to receive than to lend


Management

Optimizing Accounts Receivable:

Activities to Optimize Accounts Receivable: Customer credit approval

Commit to approving or rejecting credit applications Billing process

Timely submission - through end of billing period Prepare from schedule of values Review billing with client / owner/ owner’s rep

Collection process Review aging reports regularly Include payment terms in contracts Most important process or you become the lender!


Management

Collections are the PM’s responsibility, not accounting!


Management

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Collection of receivables are usually held up due to: Billings require revisions (disputed POC) No lien releases Lack of documentation Late bills Damage to owner or other

subcontractor Insurance/bonding requirements Evidence work won’t finish by contract

completion date and retention won’t cover losses to be incurred


Management

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Collection Strategies: Appoint an internal “bird dog” Include DSO as performance metric for Project

Managers Charge PM’s interest on negative cash position Reduce PM’s bonus by outstanding receivables Set alarm in AR system to notify management

Determine if work should be slowed or halted Determine when to file lien Determine when to file against payment bond


Management

Recovery of Past Due Receivables


Management

Days Past Due Percent Recovered

30 days 97%

90 Days 90%

120 Days 80%

180 Days 67%

1 Years 45%

2 Years 23%

3 Years 12%

Remember: Old Receivables just get Older!!!!

CashIs

King


Management


Cash Flow Tools: Cash flow statement Daily / Weekly Cash Report

Snapshot of cash position Expected cash inflows / outflows Highlights projected cash shortfalls – increase

collections Highlights where cash is being used

Cash flow projections (along with the budgets) Cash flow projection by Contract / Job


Management

Financial Toolbox - Cash Flow & Working Capital Management

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Management

On Your Way to Obtaining Cash Fitness!

Financial analysis

Personnel retention strategies


Financial Toolbox

Cash flow and Working Capital

Management


Historically, CFOs have relied upon traditional financial statements to guide their decision-making

Today, the prevalence of more sophisticated accounting systems and the demand for more information more quickly has given rise to the need for different kinds of reporting

Financial Toolbox - Financial Analysis Tools

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Daily Cash Reports Flash Reports Projections Fluctuation Analysis Benchmarking – Ratio

Analysis


Financial Tools:

A financial dashboard – one page report Snapshot of key data – financial & operational Three sections:

Liquidity Productivity Profitability

Not a mini-P&L


Financial Tools – Flash Reports:

Prepare along with budget Defines the expectations of a budget Dynamic and adopt to changing conditions Updated with actual data – changed with better info Prepare projected balance sheet – key tool for

lenders


Financial Tools – Projections:

Changes in IS and BS expressed in $$ and % of sales or total assets

Changes over multiple year period Identifies “slippage” or small changes


Financial Tools – Fluctation (Flux) Analysis

Example: 2% increase (% of sales) in

COGS equipment rental over a 4 year period

$50 mm Company - $1 million in slippage

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Continuous process of measuring products, services, and practices against standards set by industry leaders

Determines what and where improvements are called for

Analyzes how other organizations achieve high performance levels

Use this information to improve performance


Financial Tools – Benchmarking / Ratio Analysis

In the current market, your Company’s financial health will be examined more than ever…

Bankers Vendors Govt Agencies

Sureties CustomersWith so many eyes on your company’s financials, it becomes increasingly important to know how you stack up against the competition.



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Four broad ratio categories:

• Liquidity

• Profitability

• Leverage

• Efficiency



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Ratio Formula InterpretationCurrent Ratio – the extent current assets are available to satisfy current liabilities

Current Assets ÷

Current Liabilities

Generally, 1.0 is a minimum current ratio , which indicates that current assets at least equal current liabilities

Quick Ratio – the liquid assets that are available to satisfy current liabilities

Current Assets less Inventory and Prepaid Expenses

÷Current Liabilities

A quick ratio of 1.0 is generally considered a liquid position

Working Capital Turnover Ratio – the amount of revenue supported by each $1 of net working capital

Revenue÷

Current Assets minus Current Liabilities

A ratio exceeding 30.0 may indicate a need for increased working capital to support future revenue

Liquidity - Ability to meet short-term financial obligations on time



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Ratio Formula InterpretationReturn on Assets Ratio – the profits generated by the assets

Net Earnings before Taxes÷

Total Assets

A higher ratio reflects a more effective use of Company assets

Return on Equity Ratio – the profit generated by the net assets, which reflects stockholders’ return on investment

Net Earnings before Taxes ÷

Total Net Worth

A very high ratio may indicate an undercapitalized situation or, conversely, a very profitable company

Time Interest Earned Ratio– a Company’s ability to pay interest expense from operations

Net Earnings before Tax plus Interest Expense

÷Interest Expense

A low ratio may indicate an over-leveraged situation and a need for more permanent equity

Profitability - A Company’s ability to generate earningsFinancial Tools – Benchmarking / Ratio Analysis


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Ratio Formula InterpretationDebt to Equity Ratio – the relationship between creditors and owners

Total Liabilities÷

Total Net Worth

Generally, a ratio of 3.0 or lower is considered acceptable

Revenue to Equity Ratio – the level of revenue supported by each $1 of equity

Revenue÷

Total Net Worth

Generally, a ratio of 15.0 or less is considered acceptable

Fixed Asset to Net Worth – the extent an owner’s cash is frozen in the form of fixed assets

Net Fixed Assets÷

Total Net Worth

Generally, a ratio of 0.75 or higher is undesirable as a higher ratio may indicate a lack of funds for current operations

Leverage - A Company’s reliance on debt to finance operations



Create a financial benchmark worksheet Financial ratio to be measured Formula Interpretation Actual calculation – ratio results Compare to “best in class”



SIC NAICS____ • Industrial & 1541, 1542 236210, 236220

Nonresidential

• Heavy & Highway 1611, 1622, 237110 to 237990 1623, 1629

• Specialty Trades 1711-1799 238110 to 238990 Website: www.naics.com

Contractor Classifications



http://www.naics.com/

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Identify Data Sources RMA (Risk Management Associates, formally Robert

Morris Associates) www.rmahq.org

PAS (Personnel Administrative Services) www.pas1.com

FMI (for customized benchmarking) www.fminet.com

Trade Associations Industry Focus Groups Sureties



http://www.rmahq.org/

http://www.pas1.com/

http://www.fminet.com/

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www.financialbenchmarker.com


http://www.financialbenchmarker.com/

http://www.cfma.org/cfmapollFS.cfm?navItemNumber=2401

http://www.cfma.org/resources/content.cfm?ItemNumber=957&navItemNumber=600

Best in Class – Definition Per CFMABest in class companies refer to the top 25% of all survey respondents, based upon a composite ranking of the following ratios:1. Return on Assets

2. Return on Equity3. Debt to Equity4. Fixed Asset to Net Worth5. Working Capital Turnover



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Ratio Formula InterpretationBacklog to Equity – indicates relationship of signed or committed work to total stockholders’ equity

Backlog÷

Equity

Generally, a ratio of 20 or less is considered acceptable. A higher ratio may indicate the need for additional permanent equity

Underbillings to Equity – indicates the level of unbilled contract volume being financed by the stockholders.

Underbillings÷

Equity

Usually stated as a percentage; a ratio of 30% or less is considered acceptable

Backlog to Working Capital – the relationship between signed or committed work and working capital

Backlog÷

Working Capital

A higher ratio may indicate a need for an increase in permanent working capital

Days in Accounts Receivable – indicates the number of days to collect accounts receivable

Net Receivables x 360÷

Revenue

A lower ratio indicates a faster collection of receivables, i.e., more liquidity

Don’t Forget the Sureties – Efficiency Ratios:



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Other Potential Warning Indicators Warning!

Check numbers again!

• Cash to overbillings < 1 to 1• Average age of receivables > 60 days• Underbillings to equity > 20 %• Fixed assets to equity > 1 to 1• Average age of payables > 45 days• Debt to equity > 3 to 1• Revenue to working capital > 20 to 1• Interest bearing debt to equity > 80 %• Overhead to equity > 1 to 1• Job profit fade/slippage > 10%



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Key employee retention strategies


Financial Toolbox

Cash Flow & Working Capital

Management

Financial analysis tools


Financial Toolbox - Key Employee Retention Strategies

How many business owners or executives take an extended vacation – more than a month at a time?

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How many sophisticated buyers will seriously consider acquiring a company that lacks a good management team?

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No matter what language you speak the

answer is NONE

Aucun

Никто

Keiner

Ninguna

These scenarios highlight a Company’s need for Key Employees who:

Provide motivation to others

Provide management skills within their departments

Provide leadership to fellow employees

Would stay with the Company after the current owner has departed


Key Employees are often cited as one of the most significant value drivers within a successful Company: Help build profits

Help build up the value of the Company

May increase Company morale

May provide a challenging and dynamic work environment


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Who are your Key Employees?

KEY Employees act and think more like the owner does

Basically, they behave like OWNERS!



CBIZ & MHM


Key Employees Are known within the industry Focus of recruiting efforts by competitors Want tangible recognition and appreciation

So, how does a Company encourage high-caliber talent to stay the course?

Most common response – Why don’t we just pay the Key Employees a higher salary?

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Most common response – Not always the Best Response!

A higher salary: Does not stop competitors from offering

even higher pay or a better opportunity

Does not encourage a leadership mentality

Does not invoke loyalty


A better response – A properly designed Key Employee incentive/retention plan

Benefits: Encourages a leadership mentality and

loyalty Increases productivity Allows the plan participants to be hand-

picked Plans are subject to minimal IRS

intervention Carry no minimum or maximum

contribution mandates


For both the Company and the Key Employee, a well-designed Key Employee incentive/retention plan is a


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A properly designed plan must include 4 variables:1. Substantial financial awards to Key Employees

2. Financial / performance benchmark attainment

3. Deferred benefit payout

4. Communication in writing

1. Substantial Financial Reward

Substantial to positively impact and motivate behavior

As much as one month’s salary and up to 25% (or higher) of the Key Employee’s base pay

Remember – this is an incentive / retention plan NOT a seasonal bonus paid to all employees


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2. Financial / Performance Benchmark Attainment

Financial and/or performance benchmark that must be achieved in order to earn an award

Benchmarks: Easily identifiable Translate to an increase in bottom-line profit

Obligation to fund the award only exists when reach profitability targets


3. Deferred Benefit Payout

A portion of (if not all) of the annual reward must be deferred for future benefit payout – at least 50%

This where the retention feature is achieved

Payout age and/or years of participation can be individualized

Owner determines: Required years of

participation Vesting prior to payout

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4. Communication

The plan must be communicated via a written plan summary for each chosen Key Employee

The Key Employee must understand:1. Motivation behind the offer2. Why they were selected to participant3. How the plan is going to operate4. What they might expect in projected benefits once

benchmarks are achieved

Types of Incentive / Retention plans

CASH OR EQUITY-BASED


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Equity- Based (Stock) PlansPros: Provides opportunity for stock ownership Stock ties the Key Employee to Company Personal investment and commitment Incentive for increasing company value

Cons / Issues: Smallest of ownership carries “rights” of

ownership Willingness to bring new owner into

confidences Determination of proper timing Key Employee should be a proven commodity Stock repurchase agreement Determination of type of stock



Equity- Based (Stock) PlansTypes: Non-qualified stock bonus Restricted stock bonus plan Key Employee purchase



Equity- Based (Stock) Plans Non-qualified stock bonus


Key Employee receives stock at no cost

FMV of stock is determined and taxable to Key Employee as ordinary income – W2 income

Company receives a deduction

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Equity- Based (Stock) Plans Restricted Stock Bonus Plan


Stock bonus awarded but no possession until: Vesting period Performance goal achieved

All basic rights of ownership at time of award

Election to be taxed when awarded – 83(b). Ordinary tax on value when received award Capital gains on any future increases in value

Equity- Based (Stock) Plans Key Employee Purchase


May bonus cash to allow purchase

If stock is purchased below FMV: Key Employee is taxed on difference Company receives offsetting deduction

Cash Based Incentive PlansPros: Most prevalent in privately owned

companies No transfer of ownership

Cons / Issues: No personal investment by Key Employee Not as motivating as stock ownership Less incentive for increasing company

value



Cash Based PlansTypes: Non-qualified deferred compensation

plans Stock Appreciation Rights (SAR) Phantom Stock Plans Supplemental Executive Retirement Plan

(SERP)



Cash Based Plans Non-Qualified Deferred Compensation Plan


Promise to pay benefits in the future for current & past services

Vesting schedule (“golden handcuffs”) Deferred compensation based on benefit formula

Company must meet its profitability objective for benefit formula to be achieved

No obligation to fund if Company is not profitable Forfeiture provisions Payment schedules – lump sum or multiple year

Cash Based Plans Non-Qualified Deferred Compensation Plan (cont)


Not taxable until date funds are withdrawn from plan (FICA)

Liability accrued and expense recorded for GAAP No tax deduction until amounts are paid from plan Funding

Ensure cash is available when needed Tax restrictions prohibit formally funding a plan

Cash Based Plans Phantom Stock & Stock Appreciation Rights


Key Employee receives something that: Looks like stock Grows in value like stock Can be turned in to cash just like stock

But is NOT stock

No actual ownership changes NO

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Cash Based Plans Phantom Stock Plan


Phantom stock shares allocated to Key Employee

Phantom stock share value increases /decreases in relation to true company stock

Upon termination of Key Employee, “buy-back” phantoms shares at value of true stock

Amount paid is deductible to the Company

Cash Based Plans Stock Appreciation Rights Plan


SAR units allocated to Key Employee

Only receive appreciation of the true stock

CBIZ & MHM

Phantom Stock vs. SAR

Phantom Stock

Stock Appreciation

Plan Rights Plan

Award of 1000 shares when FMV is $10 $10,000 $10,000

At retirment, and fully vested, FMV is $25 $25,000 $25,000

Amount of Payout to Key Employee $25,000 $15,000


Cash Based Plans Supplemental Executive Retirement Plan


Provides supplemental retirement income to Key Employees

100% Company funded with no option for salary deferral Supplemental retirement income is paid from current cash

flow of Company Life insurance – untimely death Benefits taxable when received / deductible when paid

Summary


No matter what type of incentive plan you institute, it must meet the following criteria:

As Key employee attains goals, the Company value should increase

The plan “handcuffs” the Key Employee to the Company Plan objectives are meaningful, realistic, and well-

communicated Benefits are substantial Guidelines on how to achieve the benefit are specific


Financial Toolbox

Cash Flow & Working Capital

Management

Financial analysis &

BenchmarkingKey employee retention strategies


Financial Toolbox - Prepare for the Future - Technology

Unlike other industries, Construction sector has been slow to adopt new technologies….

But this is about to change very soon, and very dramatically!


Where Technology is Revolutionizing the Construction Industry:

The Office: Keeping Paperwork in Order Apps to share information between office and job sites Utilization of Optical Character Recognition (OCR) Software – In the cloud

Building Information Model (BIM) Comprehensive 3D file Incorporates all components that make up a building Integrative design process from the inceptions

At the Jobsite: Monitoring productivity Drones – monitor productivity, safety, and security Apps to share live construction drawings


Where Technology is Revolutionizing the Construction Industry: Autonomous Trucks: driverless solutions

Bulldozers to dump trucks remotely controlled

Materials: revolutionary or recycled 3D printing – printing complex, artistic structures

Robotics Automated robots used to construct beams, lay bricks,

paint, dig, drill, etc. Ability to perform construction remotely and unmanned

Equipment: Wearing your Tech Hard hats turning to Smart Helmets

Actually, the Future is Here – Embrace it!


QUESTIONS

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Please contact Joyce with any questions at:

816.945.5121 or [email protected]

Joyce Farris, CPA, CGMA

Shareholder, Mayer Hoffman McCannManaging Director, CBIZ MHM, LLC

Joyce, who has more than 30 years of accounting experience, serves as a CBIZ MHM, LLC Managing Director and Mayer Hoffman McCann P.C. Shareholder in the Kansas City office. Joyce is responsible for managing the entire client relationship as she coordinates the attest work with tax and consulting services. The majority of her clients are entrepreneurial-owned and privately-owned companies in the construction, real estate, and whole-sale distribution industries.

Joyce’s primary responsibility is to manage and direct the firm’s regional Construction Industry Services Group. From the day she started with the Firm, Joyce has been involved with clients in the construction industry from performing audits and preparing tax returns to consulting on mergers and acquisitions and transition planning. Joyce serves a variety of construction clients including general contractors, heavy/civil contractors, specialty contractors, engineering firms, landscape architectural/land planning firms, home builders and real-estate developers. Her clients have local, national, and international operations. During her career, Joyce took a leave from the Firm to pursue an opportunity as a CFO in private industry. This unique experience has provided Joyce with an in-depth knowledge of and respect for the issues affecting her clients and their respective COOs and CFOs.

Millennials in Hardhats: Attracting, Engaging and Incentivizing Ray Buyle, D.B.I.A – Associate Professor K-State School of Architectural Engineering & Construction Science Richard Bruce, Ph.D – Education & Training Director The Builders’ Association

Gotta Love Millennials

https://www.youtube.com/watch?v=KHPfgsTVTjA

https://www.youtube.com/watch?v=KHPfgsTVTjA

THANK YOU!!!EAT, DRINK & MINGLE

An Executive’s Guide to Management, Money & Millennials for the Construction Industry

Economy & Finance

Transcript of An Executive’s Guide to Management, Money & Millennials for the Construction Industry