Tax Planning and SR&ED

I’m often amazed that some Canadian technology companies spend a fortune on complex tax planning structures and ignore rudimentary compliance functions to support SR&ED tax incentives.

While SR&ED is becoming more difficult and less predictable, it is still the best deal around for companies investing in new and improved technologies. The benefits of claiming SR&ED successfully will generally dwarf most other tax planning strategies for early stage technology companies in Canada – particularly those with 100 or fewer employees.

In the example above, a small tech company with a 20 person development team – has $750 K in eligible costs. If planned and documented properly, the company should be entitled to a $467 K tax refund.

If they aren’t careful in managing their expenditure limit, the refund could be reduced to $ Nil – and they would restricted to claiming SR&ED against taxes otherwise payable. (cost $146 K to $467 K)

In the 3rd scenario, when the company doesn’t adequately document SR&ED activities, it loses all entitlement to SR&ED tax incentives. (cost $467 K)

HOW TO DOCUMENT SR&ED ACTIVITIES

Most companies with a 20-person development team has some form of documentation. For a software company that might mean project management software, source code repositories and/or timesheet systems.

What they don’t have is documentation of technological uncertainties faced – and how they attempted to address these. The fact is that businesses engage in R&D to build and improve products or services. They aren’t really interested in overcoming technological uncertainties – except as a by-product of their product development work.

It makes much more sense to use existing – proven – technology to build new products. Extending and/or enhancing the underlying technology is risky business. That is precisely why the SR&ED program was introduced. It was designed to help share the technological risk with innovative companies.

In order to qualify for SR&ED tax incentives, companies must be able to identify which technological uncertainties they faced – and how they attempted to overcome them. However in our experience companies do a lousy job of documenting the technological uncertainties (“TUs”) they faced. Instead they focus on functions and features that they successfully developed.

That is the biggest single problem that the CRA finds with SR&ED claims. A decade or 2 ago the CRA would do their best to infer the technological uncertainties from the product improvements described in the SR&ED claim. These days however, CRA’s technology advisers not only expect TUs to be specifically identified, they expect documentation to describe how and when a specific uncertainty was identified and how eligible costs claimed relate to the attempt to resolve the uncertainty.

This is problematic for businesses that wouldn’t otherwise consider an “activity-based costing system”:

Introducing activity-based costing is not a simple task—it is by no means as easy as ABC. For a start, all business activities must be broken down into their discrete components. As part of its ABC programme, for example, ABB, a Swiss-Swedish power company, divided its purchasing activity into things like negotiating with suppliers, updating the database, issuing purchase orders and handling com-plaints.

Large firms should try a pilot scheme before implementing the system throughout their organisation. The information essential for ABC may not be readily available and may have to be calculated specially for the purpose. This involves making many new measurements. Larger companies often hire consultants who are specialists in the area to help them get a system up and running.

The easy approach is to use ABC software in conjunction with a company’s existing accounting system. The traditional system continues to be used as before, with the ABC structure an extra to be called upon when specific cost information is required to help make a particular decision. The development of business accounting software programs has made the introduction of activity-based costing more feasible.

The Economist – June 29th, 2009

Obviously the latter approach is the only viable option for small technology companies.

We have designed a custom form that can be modified for our clients, to log TUs encountered by senior technical staff during the course of product development activities. In the video that follows I describe the form can be designed and modified using Smartsheet™.

Once built the form can easily be incorporated into a simple ABC system, layered on top of a traditional accounting system, and used for tracking SR&ED expenditures.

 

A Brief History of Bookkeeping

In 1494 an Italian mathematician by the name of Luca Pacioli published “Summa de arithmetica, geometria, proportioni et proportionalità” (Venice 1494), a textbook for use in the schools of Northern Italy. It was a synthesis of the mathematical knowledge of his time and contained the first printed work on algebra written in the vernacular (i.e. the spoken language of the day). It is also notable for including the first published description of the method of bookkeeping that Venetian merchants used during the Italian Renaissance, known as the double-entry accounting system. The system he published included most of the accounting cycle as we know it today. He described the use of journals and ledgers, and warned that a person should not go to sleep at night until the debits equaled the credits. His ledger had accounts for assets (including receivables and inventories), liabilities, capital, income, and expenses — the account categories that are reported on an organization’s balance sheet and income statement, respectively. He demonstrated year-end closing entries and proposed that a trial balance be used to prove a balanced ledger. He is widely considered the “Father of Accounting”. Also, his treatise touches on a wide range of related topics from accounting ethics to cost accounting.”

It has often struck me that a system described so eloquently more than 500 years ago, could somehow be reproduced in software and used by publishers to create an annuity. However that is precisely what software publishers like Intuit Inc. and The Sage Group, plc have done with their popular accounting software.

The fundamentals of accounting theory are basically unchanged since Pacioli’s day. In spite of this, by simply updating tax tables and changing the format of data files, the publishers force small companies – and their accountants – to upgrade their accounting software every year.

As a public accountant this is particularly irksome since most of us use audit software – called Caseware™ – and only purchase low-end desktop accounting software to accommodate our clients. What’s more, the bookkeeping done by our smaller clients is most often done very poorly. In fact it is often so badly done that I am frequently better off to export the bank account from within the accounting software to a spreadsheet, and use that as the framework for a more accurate set of books.

Thankfully the current crop of online accounting software allows companies to “invite” their accountant to collaborate and access their accounting data online – without purchasing a license.

It is a tribute to his genius that the bookkeeping algorithm described by Pacioli is as simple as it is. There are really only 2 very simple equations that form a part of the algorithm:

2 Underlying Equations:

  1. For each transaction the sum of debit parts is equal to the sum of credit parts
  2. The sum of assets is equal to the sum of liabilities plus the sum of equities (aka “the balance sheet equation”)

SHOULD OUR START-UP OUTSOURCE THE BOOKKEEPING?

Start-ups often ask:

Which Online Bookkeeping Software Should We Choose?

Comparison of Accounting Packages – Implication that one of these is right for you to do your own bookkeeping

The future of all software – including bookkeeping software – is online. This allows for much better information sharing and connectivity with distributed teams. With better connectivity and distributed teams, outsourcing many activities becomes possible.

If you outsource your bookkeeping function, it doesn’t make sense to choose the bookkeeping software. You won’t be using the software, probably don’t understand how to use it, and shouldn’t inflict it on someone else who already knows how he or she wants to go about doing the job.

SO THE QUESTION IS REALLY:

SHOULD OUR COMPANY OUTSOURCE THE BOOKKEEPING?

Every startup has limited resources – and a helluva lot to do. With so many critical things to do, startups need to focus on core functions like ‘getting out of the building’ and developing a ‘minimum viable product’.

IS BOOKKEEPING ONE OF THOSE CRITICAL CORE FUNCTIONS?

The short answer is “No”!

Bookkeeping isn’t a core function, but recordkeeping and banking are both core functions. Unfortunately many entrepreneurs consider recordkeeping and banking part of the bookkeeping function. This leads to 1 of 2 very common mistakes:

  1. Understanding that banking and recordkeeping are critical, core functions they set about trying to do the bookkeeping themselves – and typically spend too much time doing a very poor job.
  2. They outsource everything to the bookkeeper, including the recordkeeping and banking functions. In so doing they put the assets of the company at risk and can make the job of the bookkeeper almost impossible – where records weren’t properly kept from the outset.

BANKING IS A CORE FUNCTION

Don’t get someone else to do your banking for you. You are already taking lots of risk starting a small business. Don’t pointlessly add to your risk by giving someone else access to your bank accounts.

RECORDKEEPING IS A CORE FUNCTION

You’re probably already using online banking. Online banking functions automatically generate records. It is a simple matter to ‘keep’ records as you generate them. You can even go online after the fact and download banking records. But don’t wait too long. Your bank will probably archive the records after a few months. Once that happens, it becomes time-consuming, expensive and difficult (or impossible) to retrieve them.

When you deposit customer cheques to your bank account, you won’t be able to tell by looking at the bank statement whose cheque was deposited. Six months after the fact you’ll be left a confusing mess. If you deposit customer cheques it makes sense to use a deposit book – and keep details as to what cheques were deposited.

Similarly when you write cheques it makes sense to order cheques with a stub attached (and fill it out when you write the cheque). Otherwise take a picture of it with your phone and email it to yourself.

When you buy something online, print a copy of the invoice or receipt to a PDF file and store it where it can readily be found later.

If your recordkeeping system consists of “just ask me and I’ll get it for you”, you’re forcing the bookkeeper to document the missing records, inform you what he or she needs and then wait until you get around to getting the relevant records. This approach is very common – and hopelessly inefficient.

IFRS or ASPE for Canadian Startups?

As CPAs we are bound by the pronouncements of the Chartered Professional Accountants of BC. CPA firms that provide what are known as “assurance services” are required to have their clients adopt 1 of 2 competing financial reporting regimes:

  1. Accounting Standards for Private Enterprises (“ASPE”)
  2. International Financial Reporting Standards (“IFRS”)

According to a brochure put out by PwC LLP in 2011 – ASPE or IFRS?  – 

Private enterprises should consider ASPE as the best
alternative if they have:
• No plans to access public equity markets
• No plans to access public debt markets
• Signifcant domestic competitors, customers and suppliers that
are private
• Current reporting that is relatively simple with minimal accounting
complexities
• Minimal reliance on benchmarking and comparative analysis
• No immediate transition plans; goal is to maintain business within
family or private individuals
• Minimal or no external equity investors who may have different
views of the enterprise’s future
• A mentality of ‘simpler the better’
• Minimal accounting resources to spend on training, education
and compliance
• An intention to stay within a familiar principles-based
conceptual≈framework
• Prepare fnancial information principally for owners, lenders and
tax compliance

Private enterprises should consider IFRS as the best
alternative if they have:
• Signifcant competitors, suppliers or customers in jurisdictions that
already adopted IFRS
• Plans to issue equity for growth or expansion through an Initial
Public Offering
• External fnancing and the enterprise’s intentions are to provide a
consistent platform for bankers and credit analysts
• Sophisticated users of fnancial statements
• Plans to expand operations globally
• Complex operations dealing with fnancial instruments or
tradeable instruments
• Signifcant partnership with foreign companies, investors or public
companies
• An intention to hold themselves to public company standards
• Competing against public companies for access to credit
• A transition plan that includes a possible sale to a private equity
investor or public company
• A foreign parent company or foreign subsidiaries who already
report in accordance with IFRS
• Plans to access capital or debt markets outside of Canada
• Plans to maintain fnancial reporting on the same basis as their
public company competitors to help with benchmarking

So Which Framework Should Your Company Choose?

For most of the 98% of BC companies that have fewer than 50 employees (and many of the ~7,500 “large” private companies as well), assurance services are seen to be too expensive. Hence most CPAs prepare “non-assurance” compilations for the majority of their clients (aka “Notice To Reader” financial statements). When we compile financial statements for our clients, we’re expected to refrain from implying that the statements were prepared in accordance with Canadian GAAP (either ASPE or IFRS).

So until your company is prepared to pay the price for assurance services, you’ll not actually be using either standard. In fact you might be better to embrace a completely different non-GAAP framework.

US TINY “GAAP”

In 2013 the American Institute of Certified Public Accountants (“AICPA”) introduced a Financial Reporting Framework for Small and Medium-Sized Entities. Much of it was based upon Canadian GAAP which was more principles-based than US GAAP. Presumably the new framework was in response to complex financial reporting requirements mandated in 2002 by Congress and the SEC in response to earlier financial scandals (Enron and Worldcom).

The “FRF for SMEs” accounting framework draws upon a blend of traditional accounting principles and accrual income tax methods of accounting. It utilizes historical cost as its primary measurement basis. In addition, it provides management with a suitable degree of optionality when choosing accounting policies to better meet the needs of the end users of the fnancial statements. The framework eschews prescriptive, detailed standards and voluminous disclosure requirements. Being a more intuitive and understandable framework for small business owners and the users of their financial statements, the framework lays out principles that encourage the use of professional judgment in the particular circumstances of a transaction or event.

While the AICPA is quick to point out that the framework is not GAAP in the US, it seems likely that it will eventually take hold there as a kind of “tiny GAAP”.

WHAT REPORTING FRAMEWORK SHOULD STARTUPS USE?

The trouble with startups is that most aren’t yet businesses. They are more likely to be in the process of defining their core business. Before you know exactly what you are, choosing a financial reporting framework based upon PwC’s decision tree (above) is a bit premature.

Since a startup is expected to spend at least 4 to 7 years in the wilderness without preparing audited (or reviewed) GAAP financials, whatever option is eventually chosen will require a re-statement. This will invariably be needed to comply with whatever flavour of GAAP is selected.

However the chances are that most startups won’t produce an exit for its founders by way of an IPO. Faced with the precipitous decline in the number of US pubco listings since 1996, an article published in Bloomberg View mused:

Are small closely held companies looking for an exit via acquisition or merger rather than an initial public offering?

If an acquisition is the far mare likely route, startups must consider whether their acquirer will be US-based. In fact it also quite likely that some investors will be US-based as well. In any event using the AICPA’s FRF for SMEs won’t be much of an impediment for most startups. It’s not that you will likely provide fully compliant financials in any event. However, you should probably avoid financial statement presentation that is clearly at odds with that framework.

 

 

 

 

 

 

3 Key Financial Sticking Points for Growth Companies

Companies that are seeking private equity from angel investors or angel groups should understand that they will need to withstand some degree of financial due diligence. Depending on the sophistication of the investors, the degree of rigour applied can vary a great deal. Regardless, it is best to clean up your financial information and assumptions to get rid of the rough edges before you present them to potential arm’s length investors.

At a recent meeting of Keiretsu in Vancouver, BC – I had a chance to review financial information provided by 6 companies presenting information to the group. Each of these had significant rough edges in their financial presentations – most of which can be categorized in one of 3 ways:

  1. EXCESSIVELY HIGH VALUATIONS
  2. FINANCIALS THAT DON’T CONFORM TO GAAP
  3. UNREALISTIC REVENUE PROJECTIONS

In fact most exhibited at least 2 key sticking points in their presentations, any one of which would give prospective investors pause during due diligence.

EXCESSIVE VALUATIONS

Examples:

In their first year of operations, one company expected to spend  $400,000 in development costs with no revenue. They are looking at a pre-money valuation of $3.5 million before the end of the year.

In their second year of operations with projected revenue of about $700K and a monthly burn rate of $250K, the company is looking for a pre-money valuation of $10 Million.

In their second year of operations the company experienced a fourfold decrease in revenue and a $1 million loss – compared to a break even year in their first year. They explain their $7 million pre-money valuation based upon a “pivot” in the second year.

The company experienced a $250K loss in the first 3 quarters of the current year. They are now projecting a $250K profit for the entire year and based upon that they are looking for a pre-money valuation $12 million. This is down from $15 million post-money valuation from an earlier round.

 

FINANCIALS THAT DON’T CONFORM TO GAAP

Examples:

Company showing a negative inventory of $65,000. This presumably arose when the bookkeeper made an entry to correct cost of sales. Effectively it is impossible to have negative inventory. That probably represents revenue, a liability, or simply a posting error. The thing is, when you’re presenting to investors, get your CPA to ensure that they make sense before you distribute them.

Company with half of their $800K of assets represented by  other assets – which remains identical from one year to the next. Given the nature of the business, the assets were probably development costs. Since the company is in a loss position – and has never been profitable – they would not meet the standard for capitalization under generally accepted accounting principles(“GAAP”).

 

UNSUBSTANTIATED EXPONENTIAL GROWTH

Since angel investors are looking for exponential growth, it is pretty much expected that investee companies will project exponential growth. However it strains credibility if you project 200 times revenue growth in a single year. Most of the rest of the companies in my sample used 10 times growth at least once in their projections – which is almost certainly way too optimistic.

While most presentations by startups feature some or all of these 3 key financial sticking points, angels themselves have developed interesting “back-of-the-napkin” approaches to deal with some of these problems:

MILLION DOLLAR DOG FOOD RULE

“No deal is worth more than a million dollars unless some dogs are paying to eat the dog food!” (i.e. unless there are customers)

DOUBLE HAIRCUT METHOD

This method assumes that most founders will overstate revenue in year 5 by at least 75%. That means halving the revenue projection twice in year 5. It also assumes the same level of capital as required in the original forecast.

TWICE AND A HALF RULE

Assumes that twice the amount of capital will be required to achieve half of projected revenue in year 5.

 

Handling GST (and HST) in Wave Accounting

I work with a couple of engineers in a consulting practice. One of my colleagues lives in Ontario which has a different consumption tax regime than British Columbia. About 7 years ago they replaced the 8% Ontario Provincial Sales Tax (“PST”) and the 5% Federal Goods and Services Tax (“GST”) with a a single 13% Harmonized Sales Tax (“HST”).

Since all of our clients are in BC, we charge them GST at a rate of 5% (i.e. a total of $12,500)

Our total revenue is around $250K – with about $50K going to our Ontario colleague. So about $200K is distributed to BC contractors with GST of $10K. The remainder is paid to our Ontario colleague including HST of $6,500.

While GST appears to be handled properly by the software, it appears that Wave defaults to expensing the full amount of payments to our Ontario colleague – and none of the HST paid made it to our GST Payable account. Strangely when entering transactions, we are prompted and entered the 13% HST.

Perhaps this is the result of incorrectly setting up the sales tax accounts. The point is that it would be easy to overlook and the problem might not be discovered unless the bookkeeper (or their CPA) understands the company and the tax regime – and conducts reasonableness tests on the sales tax accounts.

So our income was $6,500 too low and we would have paid $2,500 in GST – instead of recovering $4,000.

Cost to the company if we didn’t find the error:

$6,500 less corporate tax reduction (13%) =  $5,655.

This kind of error could easily be overlooked in a “Notice To Reader” engagement by many CPAs or even a CRA auditor doing a desk review. The takeaway for me is that bookkeepers should be suitably skilled to know how to conduct reasonableness tests.

 

 

6 Alternatives for Online Invoicing

Do a GOOGLE search for “Online Invoicing Systems” and you’ll come up with an enormous list:

About 1,810,000 results (0.33 seconds)

 2 Types of Online Invoicing Packages

The truth is there are a large number of alternatives to choose from. So many in fact, that you’d be hard-pressed to evaluate very many of them. However there are really only 2 types of online invoicing packages that a start up should be looking at:

  1. Standalone Invoicing Systems

  2. Online Accounting Systems

I’ll look at 2 popular standalone systems and 4 different online accounting systems.  They were chosen based on their relative importance in the marketplace and my estimate of their “staying power”. In other words I don’t think it makes sense to evaluate an alternative that is reasonably likely to disappear. I did this in part by researching the companies on CRUNCHBASE. Of course most of these companies do a pretty good job of letting members of the accounting profession know about them and, as a result I am quite familiar with a variety of offerings from each of these publishers…

Traditional Paper-based Invoicing System…

Billing Traditional

Using An Online Invoicing System…

Billing Online

Accounting vs Invoicing

The billing and collections processes are an essential part of any accounting system. Arguably they are the most important parts. The decision to implement some sort of invoicing system, must happen very early on – when you send out your first invoice.

For most startups the bookkeeping can be done after the fact, however if your business is going to survive you’ll have to bill early and often – assuming you have customers. That means building an invoicing system right out of the gate. The good news is that it is much easier to evaluate an invoicing system than it is to evaluate an accounting system.  Comparatively, an invoicing system can be quite simple. If you’re evaluating a standalone system, you don’t really need to know anything much about accounting.

Remember that as a small business owner, you’re likely to be one of the primary users of the invoicing software. When it comes to using accounting systems, you’re much more likely to get someone else to do the bookkeeping for you.

If you haven’t yet made a decision regarding your accounting system, it isn’t really very risky to select a standalone invoicing system. Ultimately you can continue to use the invoicing system alongside your accounting system indefinitely, or simply transition later to using the invoicing features of whichever online accounting system you decide on. In fact you could even elect to try out Wave Accounting (see below) for its invoicing functions alone, since there is no cost for using the system.

Standalone Invoicing Systems

Freshbooks (Toronto , ON)

Freshbooks

 

According to Crunchbase, Freshbooks received $30 Million Series A on July 23, 2014.

I have used their application for my own accounting practice since 2012. It is very easy to use and I highly recommend it – particularly for small, service-based businesses. Of course as an accountant, I don’t have to pay to use their system. If I did I might be tempted to test PayPal.

 

 

PayPal (San Jose, CA)

PayPalCalifornia-based PayPal was acquired by EBay in 2002 and is a market leader in the online payments space.

Until recently I wasn’t aware that they offered an online invoicing solution for small business. If I had, I might have evaluated it for my own practice. Given that they don’t currently appear to charge a fee (other than transaction-based fees), they would probably be worth your while to take for a test drive. Note that PayPal offers a solution for web-based businesses that sell products online.

 

 

 

 

Online Accounting Systems

Generally I would recommend that you select a bookkeeper or an accountant first, rather than an accounting package. Any of the packages discussed below will fill the accounting needs of a small start up. However in the wrong hands, any accounting system can be messed up. While many of my colleagues will disparage one or another system, from my perspective this is generally related to their own familiarity with a particular package instead of the particular flaws in the system itself.

On the other hand if you were to evaluate a free system – eg. Wave Accounting – primarily for its invoicing functions, you could easily either start using it later on for all of your accounting needs or transition to another system.

Wave Accounting (Toronto, ON)

WaveAccording to Crunchbase, Toronto-based Wave accounting has raised $24.6 Million in 4 Rounds from 6 Investors, and has 2 million users worldwide. While the number of users is impressive, it is the only online accounting package that is completely free to use.

 

For my part I use it both for accounting and invoicing in Sutton Innovation Inc (a tax comsultancy practice). My partners in the practice have remote access to the data and I outsource the bookkeeping to a colleague in the Philippines.

So while I personally use it most often for invoicing and tracking receivables, it is a full-featured accounting package and I can easily supervise the bookkeeping and perform year-end accounting adjustments.

Xero (Wellington, NZ)

Xero
Founded in 2006, Xero went public in 2012. According to Crunchbase it has some 370,000 users worldwide – including one of my larger clients. Unlike Wave, Xero actually charges a fee to users – hence the lower number of users.

 

 

 

 

Quickbooks Online (Mountain View, CA)

QBOPublished by Intuit, QuickBooks Online (along with Sage One below) is one of the oldest and most established brands for financial and accounting software. Personally I use it – in conjunction with Freshbooks – for my accounting practice. In addition I use their Profile tax preparation software and can certainly recommend the company and its products.

 

 

Sage Online (Newcastle Upon Tyne, UK)

Sage

While Quickbooks is strongest in the US, Sage is stronger in British Commonwealth countries and in Africa. Over the years Sage has acquired Simply Accounting and MYOB – both of which I have used in the past. I have not tested their online software – it was just recently launched.

 

However, given the reputation of the firm, it clearly warrants a look if you are evaluating online accounting software.

 

While I believe that these probably represent the best options for start ups looking for online invoicing solutions, if you don’t think these 6 options give you enough choice feel free to check out the 27 Free Alternatives listed by Mashable (self-described as “a leading source for news, information & resources for the Connected Generation”).

27 Free Alternatives – Mashable

Why Professionals Say ‘NO’

Both public accountants and  lawyers in private practice depend on new entrepreneurs defying the odds to try and establish new businesses. However they are only too aware of the risks that anyone will face as an entrepreneur. In fact a key role is to understand the nature of these risks and to help mitigate them to some extent.

Lawyers practicing commercial law will help with legal structures and contractual arrangements much of which is designed to protect the business owner from his or her partners, other shareholders, suppliers, customers and even the government in the form of the taxman.

Similarly public accountants help ensure that financial systems are properly designed, that financial information is accurate, that the appropriate, tax-efficient legal structures are put in place, that tax and regulatory compliance doesn’t become a problem. They also use their experience to understand risk and opportunity found in financial information.

Since entrepreneurs depend on professionals to identify risk, they shouldn’t be surprised when lawyers and accountants seem somewhat negative. From the professional’s perspective there is almost no risk to them in recommending  against making an investment.  If you don’t make an investment, you cannot prove how it ‘would have turned out’ . If someone else succeeds with an investment there are always factors that differentiate their situation from yours.

The alternative situation – recommending an investment – is fraught with risk for the professional. The entrepreneur can expect  a large number of caveats from the professional to limit their (the professional’s) risk.

The Cost of Professional Advice

The best professional advice is expensive, and you have to line up to get it. Hourly rates for highly-skilled professional accountants start at more than $300 an hour for a manager. For senior managers and partners, rates often exceed $600. Large, multinational companies are prepared to pay these rates because they know that the best advice is worth it, and they only pay for what they need.

These same multinationals ‘poach’ talent shamelessly from the ‘Big 4’ accounting firms to staff up their internal accounting and tax departments. So when the VP of tax for an international mining company calls up a tax partner at KPMG to discuss a tax issue, it’s more or less a discussion amongst equals.