Exploring a Hybrid Work Future: An inside look at working M&A deals remotely

Over the arc of time history has recorded dozens of dramatic inflection points that altered the way we lived and worked as humans. Great wars of the past most notably left the deepest scars on us given the sudden changes to everyday life in favour of something new. But despite these new challenges we still learned how best to adapt, and prosper. And today, living in a Covid-19 pandemic world is one of those times.

Currently the USA has roughly 125 million US service workers. And given the “new normal” post pandemic, this means millions of staff are now and will continue to work from home in their new “hybrid” job for some time.

Still, despite the precipitous drawbacks in the midst of a global pandemic over the last 2 years M&A deal activity in 2020 and 2021 was surprisingly robust. According to a recent Pitchbook Global M&A Report: “Economic resurgence paved the way for record activity in both North America and Europe, with aggregate deal value at US$2.8 trillion and US$1.8 trillion, respectively.” Deal value in 2021 totaled nearly US$5 trillion, topping 2020 by a whopping 50%, and is expected to continue higher this year.

But how can that activity level be the case when so much of our M&A business was done face-to-face?

Enter the Hybrid Remote Worker world

Like most industries and companies impacted by Covid-19, Investment Banks anticipated a big transaction downturn during the pandemic. However, much to everyone’s surprise after an initial decline in transaction volume, the sale of companies quickly reversed. Fears that Covid-19 might delay deal execution combined with prospective tax increases caused more transactions to close, not less.

“We realized quickly that our job had not changed much,” says Janas CEO and Chairman Carter Freeman. “Given our 80% close rate over the last 25 years, I knew we could adapt if we fell back on our core Mission Statement… to go the extra mile every day.”

And from there, we learned quickly that our reputation at Janas hadn’t changed either, we remain a firmly trusted intermediary tasked to bring together Buyers and Sellers, bridge their key concerns with their legal and financial advisors and get the deal done. That meant for historically face-to-face discussions including Representations & Warranties, escrow hold-backs, earn-outs, deal contingencies, employment agreements, quality of earnings and valuation reports all needed to get done entirely by remote means. But how?

For many, Covid-19 forced upon us a new paradigm in M&A: “The online automation of transactions.” Given the increased deal flow and the decline of face-to-face meetings, the need to adopt more effective communication and work-flow technologies has taken center stage.

And thanks to many new online technologies, including videoconferencing, collaboration and e-commerce tools like ZOOM, we discovered a lot more than handshakes can get resolved in a remote working context. We discovered the key to successful remote M&A work is to build trust in words and pictures like never before. Which is why we try to make every “virtual” connection personal, engaging and productive for all participates. And it worked!

Post Covid as much as two-thirds of M&A deals can now be completed remotely, saving valuable time and money. Thanks to our adoption of new technologies Janas’ clients can benefit from this streamlined process.  AXIAL.com for example and other sell-side cloud-based portals allow Buyers and their advisors to confidentially sign NDAs, read CIMs, review financial statements and ask key questions about companies we have for sale. In fact, online document and signature verification exchanges such as iDeals and DropBox make printing paper and mailing documents past tense.

How has Covid-19 and the new hybrid work model impacted M&A Due Diligence?

The devil’s always in the details. But while many areas of the M&A sale process have been impacted by the pandemic, Buyers today are digging deeper and asking key questions about Covid.

  1. Remote Hybrid Worker Compliance. Whereas Covid-19 has upended the work environment, remote workers now have a legitimate claim to work from home for extended periods. This new reality calls for an expert Due Diligence audit of job descriptions to identify which jobs can be hybrid and which can’t. Key question: Are the impacted employees on board?
  • On-site Covid-19 Compliance. Is the Seller’s workforce complying with and agreeable to the company’s new Covid-19 work rules? A mismatch here can unravel a deal. What is the status of workforce health and safety pertaining to Covid-19? Is the Seller complying with OSHA regulations? Is there a Covid-19 test, tract and remediation system in place? Is a labor shortage impacting the company? Does the Seller have a hybrid, remote worker human resource plan in place, or is management winging it?
  • Financial Covid-19 Compliance:  Does the Seller have proper accounting for Covid-related state and government financial aid benefits including loans, grants and other affected expenses? Some expenses may be an EBITDA adjustment, some not. These days a Buyer’s financial due diligence team is newly tasked to identify any material gaps in Covid-19 financial compliance that can kill a deal.
  • Legal Compliance: Adding to the already long list of Legal Due Diligence, the effects from the global pandemic have added several more. Today the Legal team must review any legal areas directly impacted by Covid-19. The affects can range from customers to employees to suppliers and back.

Many once routine contract reviews are now examined for how they fit into the new normal. Foremost are agreements needed to enable remote hybrid workers to perform their jobs while still complying with federal and state labor laws. Meanwhile, employers with onsite union workers under collective bargaining agreements are facing new compliance regulations. Some rules such as paid leave, sick time, Covid-19 health expenses and family care demands may be transitory, others not. Do you know which is which?

Supply contracts, including those that include performance or volume purchasing discounts may no longer fit the bill. What recourse does a Buyer have if a supplier is out of sync and fails, triggering a material adverse effect or force majeure? New or modified contracts must align with current market conditions and Buyer expectations. These agreements and their performance requirements may need revisions. Did you anticipate this?

  • Insurance Compliance: Covid-19 has caused a complete review of all corners of a company’s insurance coverage. Notwithstanding prior claims and future coverage, Buyers want to review first-hand how the Seller’s insurance is covering claims in the new normal and how the cost of required coverage may change. Covid-19 put the pin in insurance coverage. So be warned!

Nevertheless, at the end of the day the important message to grasp in 2022 M&A is that hybrid work models can work well. However, advisors must adopt new hybrid work technologies and training internally to best communicate a seamless sense of confidence to clients and their advisors, which is what we do best and yet another example of why partnering with Janas early on makes perfect sense.

Rick Andrade

It’s a Tale of Two Markets; The Solution to Sourcing from Asia

Rick Andrade

Rick Andrade – CEO World Magazine/ Big Picture

March 10, 2022

“It was the best of times; it was the worst of times.” But no matter where in the Dickens your business profits fall on that spectrum these days, we can all agree we indeed live in challenging times, especially if you’re an off-shore manufacturer. 

For the last few decades or more U.S.-based manufacturers have looked to Asia as a low cost of labor and material magnet to set up shop, off-shore. Until recently low-cost labor, materials, and shipping to the U.S. were cheaper than producing goods in the United States. And over time, much to the delight of Asian countries, this strategy became embedded in most international manufacturing business models. It was even said that Asia, notably China, Japan, South Korea, Taiwan, India, and Vietnam were collectively the World’s Manufacturers

But oh, how times change.  

Given the increasing costs and geopolitical risks created by Covid-19 and Russia’s invasion of Ukraine and the conspicuously complicit fence-sitting nature of China and India, the time may have come to pop the Asian balloon with a sharp pin.  

A couple of years ago in July 2020, the U.S., Mexico, and Canada signed the new USMCA trade pact. This ground-breaking trade treaty eliminated tariffs, standardized labor rules, and synchronized supply chain logistics between the trade partners. The biggest push back against the USMCA was what 1992 Presidential candidate Ross Perot once called NAFTA, the predecessor to USMCA, “a giant sucking sound,” as jobs funneled south and down the drain by the thousands. He was right. But that was then. And now 30 years later all things considered Perot’s deepest NAFTA concerns are barely an echo to USMCA. And there’s a good reason for that.

As if globalization wasn’t already on the rocks, the growing political and economic issues in Asia and Russia along with Covid have consequently rung the alarm bell. Nearly every U.S. importer of finished goods or parts now find themselves suddenly vulnerable to the risk vs. resiliency of their formerly reliable global supply chains.

At the same time, in 2021 the U.S. imported $2.8 trillion in valued goods from other countries. The top 3 trading partners China, Mexico, and Canada together topped 40% of the total. But it’s China, clearly the leading exporter to the U.S. that creates the huge trade deficit. And it’s a monster-sized addiction. 

United States incurred the highest trade deficits with the following countries in 2021
The United States incurred the highest trade deficits with the following countries in 2021

Key imports from China include $100 billion in TVs, cameras, electronic gadgets, $100 billion in computers and appliances, and $100 billion in commodities, furniture, and textiles. It’s a never-ending conveyor belt of stuff packed into multi-colored rectangular steel boxes stacked 10 stories high on ships chugging their way to America and going back empty. Which begged the big question; Is now the time to seriously put globalization on hold… Maybe re-think some things?

The big reveal came before last Christmas 2021 as Covid ravaged the ranks of Asian factory workers and shut off the steady flow of ocean freight bound for U.S. shores. Here at home worker shortages, trucking shortages, warehousing shortages all combined to showcase the massive inefficiencies and clumsy inability to manage bottlenecks at U.S. ports

Only because I live here, need I to mention why Christmas was late. At the Port of Los Angeles, the world’s largest, dozens of ocean-faring container ships packed with cars, and toys, and clothes and candy from Asia all piled up. Like a clogged river. In a normal pre-Covid year it’s clear sailing. There is no waiting to dock at Los Angeles. But for CEOs still far from normal the sight of millions of helpless containers sitting atop more than 100 “floating anchors“ offshore was an early winter storm’s wake-up call. It was time to reduce the unforgiving dependency on Asia, and bring production back home, a process popularly known as “Re-shoring,” and it’s frontpage news these days.  

So, what is Re-shoring, and how is it different from On-shoring?

Re-shoring is the same as On-shoring, it’s the act of bringing back home the manufacturing of products previously made off-shore, essentially a full round trip. And it’s more popular than ever. The mounting pressures to consider re-shoring include increasing host country labor costs, shipping & logistics costs, new regulations, taxes, better communications, and the biggie: the dyer risks inherent in future geopolitical outcomes.

But while the visceral voices of value cry out for the satisfying sound of returning manufacturing to the wholesome heart of America, what if re-shoring back on home soil is still prohibitively too expensive? 

In other words, according to The Nearshoring Company, what if Made in America doesn’t add up? The U.S. has among the highest-paid skilled-labor work force in the world. The average hourly wage for U.S. manufacturing jobs is about $30/hour, while in China it’s $7/hour. The U.S. also suffers from an aging manufacturing work force, a large capital investment hurdle, more regulations and higher taxes. And although Made in America is the safest and most reliable way to control cost, product quality and supply chain logistics it may also be time to skip past re-shoring, and go for the next best thing: “Near-shoring.” 

Near-shoring is the act of transferring your business operations from far away to closer to home, closer to your customer channel, but not in the U.S. 

The best argument post pandemic for “near-shoring” is evident in the daily geo-political and logistical troubles that sourcing from Asia has starkly revealed. Saving money and staying competitive is one thing, but not getting your products on time, or ever, is not a healthy business practice long term. With near-shoring all that goes away.

Under the current USMCA trade agreement between the U.S., Mexico and Canada depending on the product you’re making near-shoring to Mexico or Canada may be the perfect alternative. 

For companies looking to sell into American markets having a more reliable supply chain is the elephant in the board room these days. Needless to say, before Covid-19 container ships from Asia took on average 3-4 weeks to make the trip to a western U.S. port, only to get stopped dead in the water, and wait. But with near-shoring that time drops from weeks to just days by truck or rail from most manufacturing facilities in Mexico and Canada.

So, then which is better – Mexico or Canada? 

It depends on what you make. Enter Mexico, where 70% of its Foreign Direct Investment (aka investment by foreign companies) comes from a handful of countries with major manufacturing facilities and operations there. The top 5 Mexico FDIs include substantial interests from:

47% of Mexico’s GDP comes from manufacturing goods mostly sold and shipped to the U.S. through any one of the 48 U.S. Ports of Entry along the shared 2000 mile-long border.

Moreover, the average manufacturing wage in Mexico is just $5/hour compared to $30/hour in the U.S. and $17/hour in Canada. And despite Mexico’s evolving political scene, the labor pool there is young and robust and eager. 

Currently Mexico’s top 10 exports include a diverse list of international mature industry sectors to choose from. Which is why a growing number of international players consider Mexico a safer bet than Asia to set up shop.

  1.     Vehicles: US$100.7 billion (24.1% of total exports)
  2.     Machinery including computers: $75.5 billion (18.1%)
  3.     Electrical machinery, equipment: $75 billion (17.9%)
  4.     Optical, technical, medical apparatus: $18.6 billion (4.4%)
  5.     Mineral fuels including oil: $16.8 billion (4%)
  6.     Plastics, plastic articles: $9.1 billion (2.2%)
  7.     Furniture, bedding, lighting, signs, prefab buildings: $9.1 billion (2.2%)
  8.     Vegetables: $8.5 billion (2%)
  9.     Gems, precious metals: $8.15 billion (1.9%)
  10.     Beverages, spirits, vinegar: $8.11 billion (1.9%)

It naturally follows for Mexican business authorities to hoist up the Open for Business sign and lay down the Welcome Home mat to attract more global companies looking to sell these goods to U.S. consumers.

And then there’s “Oh Canada”

The U.S. and Canada share a 5,500-mile-long border with more than 100 Ports of Entry into the U.S.. 74% of Canadian exports head south to the USA, mostly oil and cars. According to World’s Top Exports.com the top 10 exports into the U.S. from Canada include: 

  1.     Mineral fuels including oil: US$69.1 billion (17.7% of total exports)
  2.     Vehicles: $46.5 billion (11.9%)
  3.     Machinery including computers: $28.9 billion (7.4%)
  4.     Gems, precious metals: $23 billion (5.9%)
  5.     Wood: $13.5 billion (3.4%)
  6.     Plastics, plastic articles: $12.4 billion (3.2%)
  7.     Electrical machinery, equipment: $11 billion (2.8%)
  8.     Ores, slag, ash: $9.9 billion (2.5%)
  9.     Aircraft, spacecraft: $9.7 billion (2.5%)
  10.     Pharmaceuticals: $8.5 billion (2.2%)

In fact, Canada recently snapped back from a sharp pandemic-related decline in Foreign Direct Investment with a whopping $75Bil run in 2021, the highest since 2007, 50% higher than in pre-Covid 2019 and 140% higher than in 2020. By country the U.S. invested 50% of Canada’s FDI in 2021 followed by Germany, UK, France and Japan. Each country sees investment in Canada as both a safe harbor and a global launch pad for future development. InvestCanada.ca says it’s the only country in the western hemisphere that can produce electric batteries and electric vehicles entirely from top to bottom. Very cool.

Canada also has the added advantage of its close proximity to the U.S. auto industry in the northern mid-western states including MI, IN, Il, and OH. The USMCA requires that 75% of all automotive components be manufactured in Canada, Mexico, or the United States, which deliberately adds significant depth to the supply chain networks in each country.

Nonetheless, despite the growing list of near-shore capabilities in Canada it’s more the home for sophisticated production and engineering, such as auto manufacturing. Near-shoring to Canada or Mexico from Asia for labor intensive industries such as clothing, commodity electronics and toys is still prohibitively more expensive in Canada. Consequently, if your product line requires a lot of hands-on labor, Asia is still the only game in town, sorry.

So, here’s the Bottom line

Given the recent fallout from Covid and now the growing geo-political tensions with countries in Asia and Europe, there’s little doubt that both Canada and Mexico will continue to see more Foreign Direct Investments with more countries building more plants, and hiring more workers.  

It therefore makes perfect economic sense to consider moving your supply chain and manufacturing facilities away from Asia and back to the U.S., Mexico or Canada. And you may be glad you did. The move not only helps reduce the trade deficit but also adds peace-of-mind. 

So, first thing Monday morning let’s grab your CFO and crunch some numbers. Because now is the time to wrestle the worst of times back into the best of times, before it’s too late.

For a closer look at the pros and cons of near-shoring check out The Nearshore Company advisory group. Or consider Sourcinghub, a guide to sourcing products made in Mexico. And for a closer look at Canada Re-shoring Canada and the Canadian manufacturing guide are good places to get started.

Make sense?


Rick Andrade.

It’s 2022… If it’s not recyclable, why does it exist?

As published by CEOWorld Magazine Jan 2, 2022

Later in life but before he died at age 87 famed French explorer, naturalist, and oceanographer Jacques Cousteau, a man not known to mix metaphors in public once said, “Water and air, the two essential fluids on which all life depends, have become global garbage cans.” He died twenty-five years ago in 1997. If only he could see us today.

By 2030 earthlings are on course to double the amounts of air, water and land pollution. In that same time humans will have added a whopping 53 trillion tons of plastics to our environment. And, according to the U.S. Environmental Protection Agency (EPA), Americans alone are now dumping more than 150 million tons of solid waste into our landfills each year. 

Getting away from it all on a recent bike ride down along the Los Angeles River after a strong winter rainstorm I couldn’t help notice the piles of discarded trash and debris covering the once grassy embankments like mounds of dirty snow plowed up along the edges of narrow wintery road. 

I stopped up ahead at the site of a large debris pile crammed under a bridge overcrossing. It was a huge half-dried mud-wall of twisted metal, mangled tree limbs, shredded clothing, plastic bottles, bags and toys, and an endless list of random discarded waste products – It looked like the aftermath of a tornado. But it wasn’t the end of the line as each piece of the pile like a spring salmon was still trying desperately if lifelessly to make its watery way down river, and out to the open ocean. 

A father and his young daughter on bikes stopped to look. “Quite a mess” I said. He nodded. “People don’t recycle,” he said. I looked over at him and then back to the pile, “I saw a documentary that said 80% of all marine turtles, and a lot of fish we eat have ocean plastics inside them.” He sighed. What else could he do. We both glared at the twisted pile for a minute like two guilt-ridden conspirators fearful we might recognize any particular empty bottle or plastic bag as our own among the wreckage. 

Then his daughter, maybe 12 or 13 years old perplexed at the mass asked her dad with an urgent quizzical tone, 

“Dad, if it’s not recyclable, why does it exist?” 

I remember my eyes grew wide at the thought as her dad looked over, “…don’t know.” Either way for that moment with little to say both young and old just stared in silence as if waiting for this sickening self-implicating reflection of unsympathetic recyclables to go away. But it didn’t. So we just rode off.

Two years earlier, and just before the Covid debacle struck the world there were repeated attempts to get after the causes of this waste pile in a broad sense at the World Economic Forum (WEF) held in Davos, Switzerland back in January 2020. There and then a repeated theme was again in key focus, the topic was ESG, the acronym for Environmental, Social and Governance. ESG is a corporate signatory program for larger global companies like those of the Business Roundtable to adopt, engage and commit to changing the world’s trajectory and attitudes toward sustainable resources and their impact on global climate change by putting ESG into action. (See my article E.S.G. 2020 has Arrived at CEO World Magazine). 

The loudest voice at the Forum then was another young woman you may have heard from before, 17 year old Greta Thunberg, a Swedish environmental activist raising the alarm front and center stage, scolding the hundreds of adult CEOs in the room looking down at their shiny shoes, for not acting urgently, or meaningfully enough. Talk is cheap she chastised. 

“The bigger your platform – the bigger your responsibility… I don’t want you to be hopeful. I want you to act as if our house is on fire. Because it is.” – Greta Thunberg

Yes, as a CEO and business leader your plate is already piled high with urgent issues to attend to. No one saw Covid coming or was prepared for it. And adding further to the dismal milieu as shaped by the pandemic and topping the list of deep concerns for business leaders is the labor shortage, the increased commodity/price inflation and the persistent supply chain bottlenecks. But at the same time thinking back on the pile of bags and bottles along the river banks we didn’t see coming, how many more speeches and warning “piles” do we need to ride away from before the message gets through? 

Clearly for 2022 while it’s still an all Covid-Covid-Covid world, if we don’t stop and pay closer attention to the amounts of waste we produce everywhere every day it will surely hit us like a sudden wall of mud and debris, but forever leave behind a tragically altered and polluted world for our children who know only of what we teach them.

Setting the better example

Despite the urgent promises made each year at the WEF in Davos the message younger investors are sending to Wall Street today is clear. It’s time we put our money where our mouth is. And while Covid is distracting the public’s attention from the river “pile,” ESG investors are quietly taking another whack at moving the needle. This time not at CEOs, but rather at their publicly traded stock and concerned shareholders. 

In the last 24 months, more Wall Street ESG-focused investment funds were created than at any other time before. In 2021 alone, more than $600 billion was allocated to these funds which have one voice and mission in mind, and that is to specifically identify and to only invest in companies that have a measurable commitment to ESG and in particular reducing their carbon footprint permanently. 

But what about smaller companies? Is there a version of ESG for smaller businesses to embrace and act upon now?

Yes. And it’s all about the “E” in ESG. A big impact can be made when smaller companies act as one. And because most humans work for smaller companies who can all together not only help save the environment en-masse, but can also learn and spread the good word by setting a good example for their suppliers, employees and customers to follow. This way we can all together take a larger leap beyond the “big blue recycle bins” and go the extra mile faster. 

The good news is there are surprisingly many atypical things your company and workers can do now to help save the big “E” and that are often overlooked. 

Enter the folks at Green Business Bureau (GBB)

GBB is a new online environmental advisory group founded by former tech industry executive and now CEO Tom Permatteo, a long time Green-industry advisor to the small business community. And what better place is there to get things started or to brush up on more abundantly practical ways to become a more environmentally friendly company? In a recent article, GBB ambassador Dylan West authored a best practice summary list of sustainable actions that I think any company can start working on asap! And some suggestions, like how to choose a “green” supplier may surprise you. Have a look.

20 Sustainable Business Practices for Your Workplace and Office – The Green Business Bureau

Worthy of the attention from my research GBB goes beyond the typical list of old-school energy-saving light bulbs and recycling of paper and ink cartridges. It also includes a deeper sense and passion to think bigger and to strive for a net ZERO waste goal, as in an all-renewable, all-sustainable resource company, the top 1%.

The key to get there is to establish, measure and track your progress each month using software and guidance to enable you to start slow and then grow to higher and higher levels of green certification, enough to become a Platinum Green Business Certified Company! They argue that with their green symbol insignia a small company can go a long way to communicate an honest commitment to saving the planet. And with all the public praise and recognition that comes with it a welcomed hiring edge in 2022 as well.

According to GBB, 80% of new-hires want their new employers to be environmentally responsible citizens, and as many as 90% of younger employees and customers prefer to join and buy from a company committed to helping the environment get back on its feet before the 2030 deadline. They say “‘greening’ helps attract, recruit, retain and build goodwill with employees…” and that helps ring the bell — we’re in it to win it!

But to win it you have to take a strong leadership role

Good habits start at the top so learn for yourself how you can specifically change operating practices and behaviors at your company, and then train every worker to determine how best a product will be used, then disposed of and recycled BEFORE it’s purchased.  

When I worked at the consulting firm Accenture back in the day, we were trained to help each client develop a framework for success that started with establishing a baseline and performance benchmarks to measure after a new system is implemented and make adjustments as needed for maximum results. The same step by step process applies here to help go-greener companies reduce their contribution to the “pile.” 

It’s been 25 years since the famous Jacques Cousteau called us out as wasteful garbage polluters, and he was right, and we still are. But I think he underestimated our resolve when it comes to a real crisis. Covid-19 taught us that. Am I being too optimistic? Maybe. But I also think there’s still a real chance we can beat this – push back climate change, clear the air, the rivers, the lands and oceans of waste and recycle it! 

To help you get started there are many affordable consultants like GBB online to search from. Here’s a directory of environmental advisors in your area. Call them, ask them, and let them help you. Baby steps do matter. So, let’s go baby!

They say older people can’t learn much from younger ones. Does the same go for leaders? While Greta Thunberg may be a world-rounded voice for global climate change, I wish I asked my fellow young biker friend along the LA River her name. Because it was her simple yet profound curiosity that said it all for me and still does: 

“If it’s not recyclable, why does it exist?”


Rick Andrade

Dear Santa: All I want for Christmas is a few extra Elves

It’s the single most frequent request heard around the world. Thousands of CEOs and business owners penning their deepest hopes to the big man, with the white beard, in the red suit. ‘Dear Santa, can I have more workers this year – please?‘

Living and working in a Covid pandemic world certainly has its challenges, some foreseen, others not. Highlighted this Holiday Season is the difficulty most employers are having attracting and hiring new employees. Surprising many economic experts for a variety of reasons workers coast to coast are simply not returning to work at pre-pandemic 2019 levels, despite the record number of help-wanted signs we wave at them.

Some call this The Great Resignation. In fact the “quit-rates” as measured by the Bureau of Labor Statistics are at all-time highs in leisure and hospitality, trade, transportation, and utilities since 2000 when quit-rates were first recorded. The reasons — A combination of government pandemic handouts, a changing demographic workforce from older to younger, burnout & lack of work-life balance, and a large cohort of staff with child-care issues or still afraid of catching Covid at work. A recent Harvard Business Review study identifies mid-career workers, especially in technology and healthcare, hitting the exit doors most.

Nevertheless, regardless of the causes the current state of affairs leaves prospective employers in the lurch this season despite their keen Elf-assisted efforts to find and hire new staffers for the Holiday and beyond. So, is this the end of the line for thousands of businesses who can’t find employees? Just how difficult is it to replace these stubborn non-workers?

It depends on how narrowly you look at the problem. Some industries absolutely require a human on site, others not so much anymore. According to a recent BLS labor report – in the USA there are 7.7 million unemployed workers and 10.4 million job openings at the same time. Clearly, despite the imbalance – the jobs are waiting. For now, able workers however are simply too unmotivated to jump back in or to re-train. And the ball’s in their court. In response, employers are forced to quickly step up their game to retain – or be left behind. It’s being called The Great Retention. Here’s a quick look at the current approach.

  • Make it personal – The Great Retention is on. Time to re-engage your crew on a personal level, see what it takes to keep them happy, ask them, add surveys and online suggestion boxes.
  • Be Covid Free – Announce your Covid vaccination policies and practices – how and why. Be a pop-up Vac-Site if possible. ‘Test and track’ is a best practice. Let them feel safer at work than at home.
  • Raise wages – Employers hate hearing this but it’s the new reality at the moment. Re-calculate your margins and pricing power to see what you can manage. Expect all costs/inflation to increase in the first half of 2022.
  • Introduce new benefits – More can be done here. Give every job and every worker a bright future. Add free job training, free education (eg: Target Stores announces paid college tuition) and free child-care benefits as incentives. Many parents can’t return to work because of child-care issues.
  • Be super work flexible – hybrid office hours/flex schedules/added time off – ask your crew what they want most. It’s not always just about the money, time away is key to most staffers. Just ask.

And that’s about it.

However, while these measures are driving fundamental changes to help preserve the ranks, they do little to urgently help expand them.

Perhaps the real answer to finding more Elves asap is thinking outside the Christmas box this time, way outside. In other words what would your new-hire job search look like if distance didn’t really matter?

Going “Really Remote– Some are calling it the “metaverse,” and it’s about as far out as the North Pole. But it’s also the latest thing in enterprise software technology designed to create virtual office environments for remote workers to work and socialize together online. The concept replaces physical office interaction with a similar virtual one using a 3-D headset. Sounds a little advanced? Yes. But it’s the near future. And it makes perfect sense to recapture the office water-cooler experience from anywhere.

Will it solve the trucker shortage at U.S ports, or reluctant restaurant wait staff, or front-line healthcare absenteeism? No.

But. At present more than 75% of the US Economy as measured by GDP is in the Services sector, and if of the roughly 165 million U.S. workforce roughly one-third can work a hybrid remote job, then why not “really remote?” Well, they can. And the obstacles are falling fast.

As Covid creates demand for more remote workers, more remote workers and their technology are likely to follow. Moreover, in a surprising result according to a recent survey by HR firm Mercer, of the 800 employers asked, 94% reported worker productivity was the same or higher than an on-site worker! Who was expecting that? This clearly opens the door to a much wider coast to coast search for remote talent.

In fact, like never before job listing agencies such as Indeed.com are finding high quality really remote out-of-state staffers that can live anywhere, including a beach house in Florida or a man cave in Montana. Indeed.com has more than 100,000 jobs available remotely in the U.S. And, if you can’t find an American-based really remote worker and you must look offshore, ask the staff at We Work Remote (WWR), a company that helps find really remote workers. WWR says there are a host of un-discovered really remote worker benefits:

“You may be able to find top talent for a fraction of the cost… And if you hire remote workers in different time zones, you’ll boost your company’s productive hours and support…”

Nonetheless, if Covid has any remote worker upside it’s in the creation and deployment of these new technologies and services to help attract and retain them. For those companies that embrace the model the benefits may well outweigh the costs. And it gets better.

According to research from Global Workplace Analytics a typical U.S. employer can save on average $11,000 per half-time remote worker. The savings come from reduced real estate costs, increased worker efficiency, less sick time off, less stress and lower turnover-rates. Workers on the flip side report saving on average up to $6,000 per year on transport/commuter costs (carpool, fuel, maintenance, insurance, etc), lunches, dry cleaning, and wasted time on the trip to and from. They also reported being happier. Wow. What a surprise, not to mention less traffic and lower carbon footprint for everyone!

So, what are you waiting for?

SHMR the HR management company has a host of procedures and policy guidelines, toolkits and standardized remote worker forms for accommodating and facilitating remote and really remote workers. It’s not for every company to use remote workers, of course. That debate is still happening across the country right now. But the decision to invest in and go fully remote for some staff positions gets much easier when you need to hire asap and the locals are skipping the milk and cookies this time.

Take a closer look at every job and ask yourself; Can this be done really remote? Think healthcare online – it sounded crazy just a few years ago, right? It’s common practice now.

So, bottom line. As letters to Santa roll in and Elf labor and reindeer services grow scarce it’s likely a good time to take your new-hire search to the next level and really consider really remote workers this season. Let’s face it, Covid has permanently changed the employer/employee landscape. Be it across the country or across the world, it’s now a more remote workforce than ever. And the way I see it is given the tools are there with ribbons and bows, let’s unwrap them, and who knows… They could be the most welcomed gift under the tree this Christmas.

Makes sense? Go Elves!

Rick Andrade


Vaccinated or Unvaccinated: Should You Mandate?

As published CEOWorld Magazine

As Fall approaches what was to be a welcomed Covid recovery season feels more like an endless New Year’s Eve hangover. Instead of following its 1918 Spanish Flu brethren and fading away inside 18 months, the new Covid “Delta” variant which is far more contagious and on the rise is digging in. In fact, to-date according to the CDC, deaths from Covid and the Delta variant combined are expected to top 750,000 in the U.S. by year end, with a spike in new infections across many states as you read this.

Before the recent Delta variant breakout, deaths were on the decline, and with nearly 60% of the population over 12yrs of age fully vaccinated, hope springs eternal.

But then, like a voracious lioness the Delta variant turned her hungry attention to where the real action was, the “unvaccinated” people, which have consequently accounted for nearly all of the spike in recent Covid infections, hospitalizations and deaths in recent weeks. Delta is also accountable for nearly all break-through infections among fully vaccinated people. However, there are few reports of any deaths from Covid if you are fully vaccinated. To make matters worse, the media meanwhile is not helping. Fear mongers and conspiracy clowns claiming the vaccine is from Mars or Russia or some guy named Vinnie in New Jersey sadly perpetuates the ambiguity, leaving the unvaccinated fence-sitters dangerously out in the open and vulnerable to illness or death, which begs the big question.

Should you force your people to get the jab or not?

For many business and non-business leaders there is no debate. Getting vaccinated is their open cry, or else Covid will painfully persist. For others the choice either way comes with a host of thoughtful and risky unknowns. Leaving some staff unvaccinated creates an unnecessary health risk they argue. At the same time many employees across the country have strong patriotic feelings deeply rooted in the founding principles of freedom in our country, and are not to be dismissed lightly over coffee. These folks don’t want to be told what to do, and don’t think it’s legal. One wrong move or insensitive over-reach could compel such employees to look elsewhere for work at a time when job openings are aplenty. CEO word on the street, meanwhile, is to get your arms around both sides of the issue before your gavel goes down. Here are the arguments.

Those who favor the jab

Fears of forcing a vaccination mandate are very real, especially for CEOs and business leaders. For starters, many spokespeople for the unvaccinated claim the mandate is against their Constitutional rights to force vaccination. However, that argument has already been largely put to bed. The first time was the 1905 Supreme Court ruling in Jacobson vs. Massachusetts that upheld a local small pox vaccination mandate in Cambridge Mass. against a 14th Amendment challenge.

More recently last month, after nearly 700 universities across the country mandated student vaccinations before this Fall 2021 semester begins, the Supreme Court refused to hear an emergency case brought by students at Indiana University who challenged the school’s forced vaccination requirement as unlawful because it did not allow for “voluntary and informed consent.” The Justices did not take the bait, however. Students have other school choices they said. Or students can use remote online learning, etc. But the message was clear. It would appear the Court is leaving little wiggle room for further debate on the matter.

On the business front, CEO Johnny Taylor at the HR firm SHRM said in a recent CNBC interview according to OSHA (Occupational Safety & Health Admin) “employers have an obligation to do their best to eliminate, if not significantly minimize known hazards and risks” in the workplace. Taylor says since employers control the “conditions” of employment he sees widespread mandates coming in the near future.

Meanwhile, CEO Bill McDermott of Service Now agrees. Companies have to prepare the workplace and make it safe for returning workers to come back, meaning you don’t want a situation whereby an unvaccinated person can unwittingly infect others and cause a costly outbreak at your company. Listen he says, “there’s a war for talent out there [right now]. The companies that are early adopters will win. And the ones that don’t will lose a lot of people.”

Delta Airlines, for the moment, feels a great deal more strongly about the mandate, especially for frontline staff. The company announced it will charge each unvaccinated employee an additional $200/month in healthcare premium fees, which they say is based on the estimated insurance cost to treat a hospitalized employee with Covid-19.

But many DO NOT favor a mandate

On August 23rd the FDA officially approved the first Covid-19 vaccine by Pfizer for ages 16 and older. An historic event many say, and providing for what others say is a green light for companies previously concerned about forcing employees to get an unapproved emergency vaccine to now mandate the jab.

Along with that President Biden after hailing the FDA’s approval is now a national loud speaker for getting the shot, asking America’s CEOs to take charge and help the country. “The FDA approval is the gold standard,” he said in public remarks. Besides he says, “Students, healthcare professionals, and our troops are typically required to receive vaccinations to prevent everything from polio to smallpox, measles, mumps [and] rubella.” So. Does the FDA and government green light make “mandating” the right move for CEOs and business owners now? There are certainly increasing calls for it.

Dozens of City, State and Federal employees across every job sector are now required to be vaccinated within the next 60 days. And dozens of companies in the U.S. with millions of workers on the payroll were quick to follow suit. Many already implemented mandatory vaccinations making the choice clear for staffers before returning to the office. Does that put the writing on the wall? If in fact, according to Barron’s nearly 30% of Dow Jones listed companies now have a vaccine mandate clear the deck to follow?

Well, no. Keep in mind there’s always two sides to every American coin, and CEO Scott Sheffield at Pioneer Natural Resources, a $7 Billion Texas-based oil and gas company operating in the state’s Permian Basin, is taking the other side.

“We’re not making it [the vaccine] mandatory” he says; “we think people should still have that right to make that decision.”  And he’s not alone.

Labor Unions are fighting back too

Part of the reluctance to mandate from many business leaders is their union membership.

Generally speaking, union employers are not allowed to unilaterally make changes to working conditions. That is in part why we have labor unions and their collective bargaining agreements. However, while many state governors like Illinois governor JB Pritzker are mandating that all state employees under their control get vaccinated asap, including healthcare workers, educators, and the police and fireman, some notable union leaders in the state are pushing back.

“This has literally lit a bomb underneath the membership,” said Chicago Police Union President John Catanzara. “We’re in America… we don’t want to be forced to do anything, period,” he said in an August interview on the PBS Newshour.

Similarly, in Los Angeles, Fire Dept Capt. Cristian Granucci blasted the vaccine mandate sending a clear message to his fellow members “this is a fight for freedom of choice, free will,” It’s not about politics he barked out loud in an online video rant.

So, what’s a business leader or CEO to do? It’s clearly a tug of war between the Vaccinated & the Unvaccinated. And unfortunately given off-setting remarks like these the choice to mandate or not is a hard pill to swallow either way.

Enter the Hybrid Solution

If 30% of Dow Jones listed companies have a mandate, that means 70% don’t. What are they doing about it?

While those in favor of mandating the vaccine are profoundly convinced of the benefits, both sides do realize the risks inherent to the decision. They know some employees may leave the job. There’s a near record 10 million job openings in the U.S. right now, and many businesses are desperately raising wages to attract and keep them from jumping ship. This is not the time to rustle the crew, rather come up with a compromise, even if it’s temporary. In other words, instead of mandating the shot, some businesses are offering a hybrid solution and using incentives, meaning for now the choice to vaccinate is yours, but all unvaccinated people must work remotely or test negative every day before coming to work and wear PPE.

A temporary fix? Indeed, but still.

The Decision is yours

Whichever side you land on as you can see there is no shortage of opinion. From the evidence business leaders appear to be on solid legal ground to mandate the jab and as an obligation/condition to providing a safe workplace for all, according to OSHA. But is it worth the potential loss of labor?  CEO Jay Timmons of the National Association of Manufacturers (NAM) which represents manufacturers in all 50 sectors across the USA thinks so; “In the end, it’s better to have live employees than sick or dead ones,” he said. The key is to communicate, educate and incentivize your employees to get the jab he emphasizes.

Still, if unions and deep patriot voices are calling for your head if you mandate, it’s best to bring everybody together beforehand. While the results of vaccine incentives vs sanctions in the fight against Covid remain unknown for now as an advisor our firm argues for an urgent and thoughtful analysis of the issues shared by all stakeholders internally and externally with skin in the game. We recommend you gather your HR, Legal, Finance and Operations managers together to find common ground. Try to separate the health issues from the political ones. Then ask yourself, what are the full consequences of operating as a hybrid company vs a fully vaccinated one? Are my employees, customers and suppliers’ views all fairly considered here? Then develop a plan to become a permanent Covid-free workplace. And do it quickly, before flu season hits this winter and things get worse.

Lastly, despite our differences we’re all in this crisis together, and the sooner we all can get vaccinated the less death and harm will come to us. The evidence is clear. Getting vaccinated saves lives. And while forcing a mandate to save lives seems to cross the line for many, until that point of view changes, the risks will prevail. Remember, strong leaders take strong decisive action when times get tough. And now is one of those times. Make sense?

If you need more guidance on how best to protect your employees and customers from the Corona virus, please check the CDC/OSHA guidance pages for more details https://www.osha.gov/coronavirus/safework, and good luck, we’re all going to need it this winter.

Rick Andrade

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, Ca, where he helps CEOs and business owners buy, sell, and finance middle-market companies. Rick earned his BA and MBA from UCLA, along with his Series 7, 63, & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to business owners.

RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Capital Markets LLC, Member FINRA/SIPC.

Hacked…! If Only I Knew…!


As published July 8th 2021 CEOWorld Magazine:

It’s 2:43am when your buzzing [CEO] phone lights up on your night stand.  It’s been a good night’s sleep until now; sipping a Mai Tai under a windy palm on a perfect tropical island beach, what could go wrong? “Hello?” Your IT chief apologizes: “Sorry to wake you Boss. But we’ve been hacked. And I can’t get back in.”

Back in the 1940s computer systems were in their infancy, there was no software or fancy algorithms to help encrypt or decipher secret codes. The most notable cryptography device of the day was Germany’s World War II typewriter-style Enigma machine, which could scramble trillions of letter combinations using an electrical current to randomly spin alpha-numeric rotors. It took the combined efforts of allied spies, the capture of an Enigma machine, and the genius of Cambridge mathematician Alan Turning and colleagues’ calculating machine called the Bombe at Bletchley Park UK to crack the system. Countless Hollywood movies tell the tale well. Ok. So “what” you ask?

Well. Seventy years later by 2011 despite the expansive genius of the early crypto-machine era an updated and intensely modernized Enigma was soon upon us. Using the internet, genius software-designers began to perfect a new insidious tool to wreak havoc using infectious malware computer viruses with indelible names like CryptoLocker, ILoveYou, MyDoom, StormWorm and Slammer. Nobody cared. But then disguised and distributed as infected email files, once opened the “phishing” programs quickly infected the host, and locked access to computer files held for ransom. But unlike the Enigma there was no way to crack the code and get your files back. Welcome to ransomware, you’ve been hacked!

But not all criminals are pure evil. For a few hundred dollars you or a CEO/business owner just like you along with thousands of daily other victims could simply make a small payment to one of a hand-full of digital cash vendors at the time like Ukash, Paysafe, or MoneyPak to unlock your passcode key and files. Still, while these cyber-scams raked in millions of dollars, Ukash, Paysafe and MoneyPak were still banking intermediaries, middlemen who charged fees, tracked payments and had local and legal restrictions. Of course, like most thieves cyber thieves don’t like to have their hands tied behind them with easy money on the table.

Enter the rise of the Blockchain, a publicly stamped digital transaction ledger which allows users to authenticate and transfer digital files, or digital money without a middleman, anonymously. The innovative technology simultaneously gave birth to crypto-currencies, aka Bitcoin. And according to the history of ransomware laid out at Tech Beacon.com, given the growing advancements in and spread of infectious malware coupled with blockchain networks and the growing global acceptance of crypto-currencies like Bitcoin as a form of payment, needless to say, the welcome gates for cyber-criminals are wide open.

In the last two years cyber-attacks have dramatically increased, almost every day mostly from bad actors in Russia and China, not looking for glory or winning a war, or shutting down a pipeline, or closing a hospital or a government agency, rather it’s all about the money. According to a recent CyberCrime Magazine report ransomware is the fastest growing form of malware infecting a new online victim every few seconds, and extracting an estimated $20 billion in global ransom paid last year with US citizens and businesses paying close to $1 billion in cash.  

Who is Most Vulnerable?

In May 2021, a $1.3 billion-dollar east coast oil pipeline transport company, Colonial Pipeline, was hacked! The company was locked out of its own computer systems which in turn shutdown fuel flows to major airports and storage facilities from Texas to New York creating widespread panic gasoline buying along the east coast. Colonial Pipeline said it paid $4.4 million ransom in Bitcoins for the keys to its own data.  And while the FBI was able to recover some of the ransom in Bitcoin by secretly obtaining access to the thieves’ own passcode, “the attacks are going to get much worse,” says FBI Director Christopher Wray. A fortunate end for Colonial. But for JBS Foods the outcome wasn’t so lucky.

In June the CEO of meat giant JBS Foods, a $52 billion-dollar global meat processor announced that its computer systems had been hacked and held for ransom by an offshore criminal group. Despite its annual IT budget that topped $200 million, and an army of more than 800 IT staffers, the walls of Rome fell to the Vandals. This time without lifting a sword, or uttering a word the mighty JBS Foods was down, and it hurt. Their data had been co-opted and access encrypted by thugs who essentially shut down JBS meat operations in key facilities in the US, Canada and Australia. And unless JBS paid up, the hackers could put the giant out of business permanently, which begged the question to me: What would you do if your company got hacked for ransom?

“This was a very difficult decision to make for our company and for me personally,” said Andre Nogueira, CEO, JBS USA. “However, we felt this decision had to be made to prevent any potential risk for our customers.”

As reported, JBS Foods paid $11 million in ransom, meaning they got caught with their britches down despite the budget and staff. Some say they got off cheap, the damage could have cost tens of millions more.

Earlier this year the U.S. Justice Dept set up a cybersecurity task force to investigate the growing ransomware attacks and potential risks to America’s critical infrastructure, national security, and the use of cryptocurrencies in criminal activities. According to task force Deputy Director Lisa Monaco, in her June 7th DOJ news briefing the message to governments and corporations everywhere could not be more to the point:

“… the threat of severe ransomware attacks pose a clear and present danger to your organization, to your company, to your customers, to your shareholders, and to your long-term success. So, pay attention now. Invest resources now. Failure to do so could be the difference between being secure now, or a victim later.”

And she’s not overstating the size of the problem. NATO recently announced the alliance will step up efforts to combat increasing cyber threats to critical infrastructure from bad actor nations.

The trouble at home is clearly not enough smaller companies are getting the message. Despite eye-popping hair-on-fire ransomware payments making headlines these companies simply lack the sense of urgency and extra budget to secure their castle from the growing hordes of marauding cyber-hackers. And while larger corporations remain the primary targets for offshore ransomware attackers looking for bigger fish, the number of Johnny-come-lately cyber-crooks has exploded recently, targeting individual and small business computers everywhere.

According to the independent tech-review firm TechJury.net hackers are out of control:

  • Globally, 30,000 websites are hacked daily.
  • 64% of companies worldwide have experienced at least one form of a cyber attack.
  • There were 20M breached records in March 2021.
  • In 2020, ransomware cases grew by 150%.
  • Around 94% of all malware is spread through email.
  • Every 39 seconds, there is a new attack somewhere on the web.
  • An average of around 24,000 malicious mobile apps is blocked daily on the internet.

What to Do Now…

The US Dept of Commerce’s National Institute of Standards and Technology (NIST) Computer Security Resource Center has a first-step guide for business cybersecurity. They break down the approach into 5 key categories:

  1. Identify
  2. Protect
  3. Detect
  4. Respond
  5. Recover

I recommend you read this guide and familiarize yourself with a few simple fixes like 2-stage password authentication and limiting data access to employees that don’t need access, and training your employees on the important Dos & Don’ts and deadly dangers of random computer mouse-clicks. These are the fundamental success factors for most companies. But what about your insurance?

Cyber Security Business Insurance

No. Your general liability business insurance policy does not cover cyber-related losses. And no, you can’t buy standalone cyber liability insurance. It’s a newer insurance arena and is considered an add-on to your general liability policy coverage. But coverage is widely available, although payouts may be limited (eg: $1-5 million), or restricted to a narrow range of expenses incurred to recover from a cyber-related incident. More comprehensive policies however do include coverage for catastrophic business discontinuity and ransomware. So, it’s worth investigating.

Financial research firm Investopedia researched The 5 Best Cyber Insurance Companies of 2021 and lays out the pros and cons. Since the insurers are insuring against the financial fall-outs of a major data breach, they need to know how to stay up to date on new developments and they do so in part by working closely with IT security software firms like Symantec and Norton. As a result, despite policy payout limitations it could be a good place to start. Call your business insurance agent and know that your annual insurance premium is related to your company’s implementation level of recommended cyber-risk mitigation measures. The less protected you are the higher the premiums at first. But as you increase security levels premiums drop. The US government created the Cyber & Infrastructure Security Agency for impartial advice on buying CI.

Hiring a Cyber Security Firm

There are dozens of helpful cybersecurity consulting firms for hire on Google. But if you know you’re at risk and have only a few resources to help, you may benefit most from hiring a freelance cybersecurity consultant to get things started. A single expert can conduct a quick cybersecurity system review and provide a list of immediate remedial quick-fix suggestions to patch any obvious gaping vulnerabilities, while you work on a more comprehensive solution.

Taking the Leadership Role

Clearly as hacks and attacks increase with demand for remote data access proliferating post-Covid, so doubles the focus on IT security. We are just now witnessing the growing concerns of yet another cross-border public menace. And like the Coronavirus special attention must be given to mount a global defense against these attacks and to prevent their spread and infection. But until then, we’re all on our own. And while there is an abundance of cybersecurity YouTube videos to get you started, there is no replacement for intrepid leadership and a competent IT security team to step-up and develop a tailored defense plan post-haste.

Like the FBI, the Dept of Justice, the Commerce Dept and every IT professional I know, I advise you to take action right now, before you get hacked. Get a cybersecurity expert to review your strengths and weaknesses this week, before you go on vacation, and before you find yourself up early one morning buying expensive Bitcoins to pay faceless thugs for the keys to your own shop.

Make sense?

—-

It’s 6:30am, 4 hours later at your office. You’re standing at the window in your daughter’s slippers, a new morning sun breaks the distant horizon. Your IT manager pops in.  “You ok Boss? We got the ransom down to $50 million.” You look down at the parking lot far below. “I was just wondering how far to the ground it is from here?”

Rick Andrade

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, Ca, where he helps CEOs and business owners buy, sell, and finance middle-market companies. Rick earned his BA and MBA from UCLA, along with his Series 7, 63, & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Capital Markets LL

Where is Everybody? Are Big Incentives the Only Way to Attract Good Workers Post-Covid?

By Rick Andrade – May 2021
As published at CEOWorld Magazine

It’s happening. America is reopening, and like a sprawling field of bright red poppies the post-Covid consumer is bursting with a renewed self-expression and ready to dance again experts say. Which is great news for the economy and business owners, except for one thing, finding willing workers is tough right now.

Back to the Future – office

As the massive U.S. Covid-19 vaccination roll-out campaign to date has already inoculated more than 100 million Americans, Harvard Business School Online sponsored a recent survey which asked 1500 home-bound workers how they felt about going back to the office after one year (March 2020 – March 2021). Turns out the results didn’t surprise anyone. 81% said they “prefer a hybrid schedule or not going back at all.” And only 18% said they wanted to return to the office full time. That’s less than 1 out of 5. Why? Too many workers adjusted to a life working from home, and they like it. And many simply don’t want their old jobs back. At least not the old way and are asking themselves: Why risk going back, getting sick when I’m safer at home and still getting paid? 

But it’s still not a utopia. Rumblings can be heard and widening cracks seen in the stay-at-home castle wall fortress. Lack of social interaction among peers, reduced networking options, and “Zoom fatigue” are among the growing issues that have only recently given some restless home-gamers second thoughts, and thus willing to hear a good back-to-the-office pitch.

To make matters worse adding to the widespread labor shortage are millions of laid off cave-dwellers suffering from the same maladies. Paid more at home collecting pandemic unemployment and stimulus checks, these unemployed hordes have shown little interest in getting back to work while the free money rolls in. And it’s expected to stay that way unless employers can grab their attention.

So, what do workers want post-Covid?

For starters they want every employer to recognize and have adapted their business practices to take every reasonable safeguard and precaution to protect employees from Covid. Anything less is a non-starter bringing into focus for employers a resounding obvious truth to a post-Covid workforce. After a year at home, employed or unemployed, workers need some serious motivation. And if you’re an employer desperately in need of staffers to service increasing sales post-Covid the message is loud and clear, go big or go home. Sound familiar?

In January 1914, in an all-out effort to stem worker turnover at the plant in Dearborn, Michigan and to incentivize new workers to join the payroll, Henry Ford doubled his automobile assembly line worker’s daily wage from less than $2.50 to $5.00/day. A shocking increase at the time. But it worked. Fast forward a hundred years later in April 2021 Jack Flanigan owner of the famous Crab Shack restaurant near Savannah, Georgia is so desperate for workers as the local news there reports that he’s offering new staff a $3,000 sign-on and stick around bonus. They need workers he says. And it’s working. In fact, new sign-on bonuses are popping up everywhere, on job boards too. ZipRecruiter for example saw a 50% increase in April topping 2.5 million help wanted listings with the search title: “Covid sign-on bonus.” SimplyHired saw a similar increase in the last 30 days.

With countless more Covid incentive stories emerging each day, pulling together the latest insights suggest that having the “right” new incentives can help motivate a growing restless home-bound couch-dweller back on his feet and rearing to go if you need one. But as every situation is different you’ll have to find your sweet spot by experimenting in what specifically works for your business model and the competitive landscape. Nevertheless, according to my research some companies are pulling out all the stops, while others are still asking employees what they want. The resulting middle ground incentive programs being tossed about by employers to lure workers back will give you some idea of what you’re up against:

  • New-hire and Return-to-Work bonus, or vaccination bonus
  • “Hybrid” office/home flex-work schedule
  • Demonstrate anti-Covid work environment with all co-workers vaccinated and taking protective measures: social distancing, PPE, testing, tracing, and contingent plans. All designed to send an unmistakably clear message that the workplace is a Covid-free comfort-zone secured by a new employee-employer bond of trust
  • Increase fringe benefits and healthy habit perks from foods to fitness
  • Increase post-Covid bonus pay-to-stay
  • Reaffirm team commitment to health and community

Essentially, employers will need to throw a lot of money at workers in the short term. Trouble is for some industries like food, hospitality and travel that already report being hit hard by lockdowns and worker shortage problems simply can’t afford to pay more in wages and benefits. Pre-Covid pressures to increase minimum wage levels across many states to $15/hr aka to “a living wage” was tough enough. Couple that with a new return-to-work post-Covid additional cash bonus requirement and the resulting double whammy may be the final straw and force many companies to cut hours, or shutter permanently.

As of now, finding enough workers is a growing challenge across all industry segments and may get worse before things settle back down in 2022 economists forecast. And hopefully not because of a recession. Until then it makes sense to stay well informed and act decisively. If you need workers now, be creative about how to attract them. Also be sure to consider often over-looked employee candidates including those with minor criminal offenses (background check exceptions), immigrants that require employer-sponsored work visas, and older workers. By contrast these are each among the eager prospects, able and willing.

When the music stops

Alternatively, you could try and wait it out, because you figure, at some point when the music stops and the Covid cash machine runs dry millions of current consumer couch potatoes, like hibernating bears after a long cold winter, will need to find work if they want to eat, consequently flooding the job market in mass. And thus, this begs the final question; how can we get a better sense of when the gravy train will actually run out of steam and compel these sleepy bears to re-enter the labor force in America?

A quick look at the free stimulus cash flow checks distributed to families and workers since the pandemic began may provide the answer. To-date as of May 2021 Americans impacted by the virus have received 3- waves of stimulus checks from the government worth trillions of dollars.

The first wave of $1,200 checks per adult (more with dependents) was sent out April 2020 after the CARES act passed. This followed by the second wave of $600 checks for adults starting in December 2020. And finally, most recently on March 10th 2021 Congress passed the $1.9 trillion American Rescue Plan, a third wave of Covid stimulus payments of up to $1,400 per adult earning less than $80,000/yr.

While state unemployment checks keep rolling in

Adding more money to the mix significantly each state is currently piling on the unemployment benefits to millions of workers impacted by Covid. Normally unemployment benefits last for 26 weeks. But many can apply for a Pandemic Unemployment Assistance extension which can add an additional 29 weeks. All told collectively given federal and state assistance workers have about one year of paid time off with many earning as much or more at home than they earned at work. So, when will it end? Let’s do the math.

If workers were laid off last summer in 2020, and the cash runs out roughly 12 months later they might need to jump back into the job market very soon. In fact, recent weekly jobless claims dropped to a new record pandemic low, suggesting that workers are slowly coming back. Something to think about as employers consider which re-hire or new-hire incentives will catch their eye.

What to do now

My advice is simple. Pay now or pay later. But don’t just sit on your hands. If you need more staff now and you don’t offer any incentives at all, how will your employees respond to a market awash with grass-is-greener temptations from other employers? Still. At some point within the next 12-24 months labor markets and back-to-work hybrid models which are running by trial-and-error right now will identify key trends and ‘best practices’ including which incentives do work and which don’t. Until then, re-define post-Covid what your company will need to win the day, not just today but in 3 years’ post-Covid time. Paying “up” now for the best people who can demonstrate a strong commitment to your company’s mission and passion for quality customer service is always a good thing. These workers are an investment, not a transaction. Make that clear and you will attract better long-term workers, not the ones looking for flashy over-the-top car-dealer bonus incentives to get off the couch and drag themselves back to work. Remember. What comes around goes around.

Make sense?

Rick Andrade

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, Ca, where he helps CEOs and business owners buy, sell, and finance middle-market companies. Rick earned his BA and MBA from UCLA, along with his Series 7, 63, & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Capital Markets LLC, Member FINRA/SIPC. 

Selling Your Business Post Covid?

March 2021 – By Rick AndradeS

Biden signs new $1.9T Covid stimulus bill

Managing a business is a 24/7 life-giving engagement. Which makes keeping up with important changes every Covid day another full-time gig on top of your existing full-time gig. But still. What if you wanted to sell the business in the next 24 months, or you know someone who’s been thinking about it? How has Covid affected that decision?

If your life’s work has been building a successful business, staying informed as to current market conditions has always been a smart move, and if you’re considering a transition over the next 24 months this NEWS ALERT is well worth it timely quick read.

You see, before Covid choosing “when” to transition or sell your business was more or less arbitrary to the market. Most owners didn’t give it much thought and accordingly while some got lucky selling into a hot market, some didn’t. But this time is different. And now is one of those times to take note. The M&A business is shifting quickly and simultaneously adapting to both Covid and a new U.S. Congress for the next 2-years. So then why would now be a good time to sell a business?

Here’s why: To keep 30%-40% (or more) of your hard-earned business proceeds from the tax man.

Selling a business in “normal” times is hard enough. But then came a Democratic Congress and a Global Pandemic to shake things up. As a result, BUYERS of profitable businesses in particular post Covid are changing the way they view SELLERS. And SELLERS are simultaneously trying to dodge a huge tax increase. This is making for a busy dance floor, and the impact to Estate Planning and Wealth Management decisions is significant. Consequently, for these reasons our firm believes these changes are critical enough at this time to issue this NEWS ALERT.

We summarized at a high level the most significant Sell-side process changes to be aware of Before Covid & After Covid so you can see the change. If you or someone you know is considering a capital gain business sale transaction before 2024, it would be wise to get familiar with these asap.

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Before: Before Covid most M&A advisors anticipated a standard list of Financial, Operations and Legal review inquires. A typical Data room was set-up online to help share and exchange these documents.

After: Post-Covid the changes to the Due Diligence review process can be summarized into 3 key areas: first, replacing face-to-face communication with video technology services such as video tours of the business, like virtual real estate tours, and using Zoom-like programs for online one on one and group video chat meetings. Second, placing more emphasis on reliable Data room software and storage capabilities to manage and exchange documents and videos. Third, BUYERS are more frequently requiring a Quality of Earnings (QoE) report. Many sellers are conducting QoEs in advance of selling their company or engaging BUYERS as both proof of earnings, and to identify potential pre-sale red flags. We think a post-Covid pre-sale QoE report from a 3rd party is a good idea.

Before: Valuations made from Free Cash Flow projections, recent market comparables, and current market conditions.

After: Recasting GAAP Accounting Financial statements will need to adjust and account for money spent on Covid. Your financial package will now need a post-Covid financial section break-out to help BUYERS separate the past from the future. Elsewhere the value of real estate, plant and equipment, and key operational systems and processes has shifted to favor as much hands-free touchless online transaction capability as possible, including expedited delivery, self-service and touchless location pick-ups, and the effective use of cash flow for the next 2 or-3 years. In short, BUYERS today want your M&A advisors to have greater insight and details about how your company will navigate the future. How well is your post-Covid business model working? Does a higher customer and/or supplier concentration need more investment to shore-up longer-term relationships? More specifically how effective have the Paycheck Protection Program (PPP) loan proceeds and the Economic Injury Disaster Loan (EIDL) programs been to date?

Before: For years profitable lower middle market businesses have generally sold for upper single-digit multiples of EBITDA. And while both higher and lower multiples were also part of the landscape, transaction proceeds were still mostly issued in cash at closing, with adjustments for Working Capital and standard hold-backs for certain unknown contingencies and Reps & Warranties.

After: Post-Covid the big changes in deal structure are trending toward more Earn-Outs and greater scrutiny of Reps & Warranties, particularly as they relate to post-Covid risks the BUYER is assuming. The good news for Earn-out deals is the potential to negotiate a stronger sale price, which means in most cases the seller “earns” an option to gain a higher payout over time by targeting and achieving higher sales and financial performance metrics. This may require the seller, however, to stay connected to the business longer to reach these targets. This is why having a professional M&A advisor on your side to help negotiate the terms of a post-Covid Earn-out deal structure is critical to understand.

Before: Under the Trump Tax Cuts & Jobs Act in 2017 Business Taxes were lowered to 21%. Long term Capital Gains tax is 20%, and the Estate & Gift tax threshold was $11.5 million for singles and $23 million for married filers.

After: Post-Covid the Biden Tax Plan wants to increase taxes across the board. The new plan calls for the Business Tax rate to revert back to 28%, or higher for the wealthy; Long term Capital Gains taxes 20% under Trump will be doubled under the plan. The Estate & Gift Tax is also going up. The Biden plan will dramatically lower the exemption threshold to $3.5 million and a whopping 45% tax on assets above that.

It seems almost inevitable that personal taxes, business taxes, capital gains and estate taxes are all going up to some degree under a Biden Presidency according to the Tax Foundation.org. Many promises were made, and new taxes are among them. As it looks in Congress now, the Democrats can push through new legislation without any Republican votes. The Biden tax plan proposes substantial increases in all these areas which can significantly lower a seller’s net proceeds from a sale. Proper advance tax planning has now become a fundamental necessity for business owners, especially if you’re selling your business in the next 24 months and you’re thinking about how best to mitigate these increases.

Before: Most companies are guided by both Federal, State and local laws that provide employers with guidance and rules to comply with daily employee health, safety and security at work pre-Covid. A BUYER’s standard review of insurance coverage, claims and policy inquiries looked for cause and effect and prescriptive remediations as needed.

After: Post-Covid the impact is widespread by industry. Service businesses may need limited PPE and social distancing procedures, while larger companies may require much heftier investments in new ventilation, worker separation barriers, Covid testing, PPE and other capital investments and ongoing measures as deemed necessary. BUYERS today are now reviewing these conditions more closely for any on-going investment needed to sustain and grow sales post-Covid. This includes calculating what-if case scenarios should Covid or any another virus endure in the months ahead. Are you ready?

Before: Technology review is still generally a component of the Due Diligence team review. Typical of such reviews is to benchmark current-state ERP operating and transaction systems and software with industry norms, and calculating the cost of remediations and upgrades.

After: According to a recent IBM Study the Covid pandemic has accelerated online e-Commerce by 5 years or more. This adds conformance pressures across the entire integrated global economy to move more business online to stay competitive. From Supplier to customer and back Covid has brought forward many years of transitioning to online processes and communications in favor of “touchless transactions.” Nevertheless, BUYERS are more closely evaluating each internal technology system and process for automation gaps, and will in turn attempt to lower the offer price accordingly. Higher valuation comes with smaller technology gaps from current state to best practice post-Covid. Knowing where your company stands on that spectrum beforehand can help your advisors negotiate these gaps.

Before: Before Covid projecting business sales growth was not easy, like clouds shifting above predicting sales was a moving target. But in most cases forecasting growth was still more straightforward. But that was yesterday.

After: Today, post-Covid BUYERS are even less confident about the accuracy of forecasting. As a result, BUYERS want a deeper dive into the numbers with more robust sensitivity analysis of best-case and worst-case growth scenarios. Given a touchless economy for the foreseeable days ahead the move to online eCommerce is clearly here to stay. However, this does not mean you can sit on your hands and hope for the best. The further behind the shifting consumer demand curve post-Covid a business is the more capital investment and time needed to stay competitive. On a scale of 1 to 10 a business below 6 may not get the highest price from BUYERS if new sales forecasts rely precariously on past consumer practices. But this too can be negotiated.

Before: We typically advise clients that it will take between 9 months and 18 months to resolve most BUYER issues and close the deal. There are always exceptions, but none as widespread as Covid.

After: Today closing transactions has obviously taken more time. This was expected as BUYERS adapted to post-Covid business models and accounted for more unknowns as discussed above. To our surprise however, closing M&A transactions is only taking longer in direct proportion to the seller’s prepared ability to address post-Covid inquiries and concerns. In other words, the more prepared you are in advance of these inquiries the faster the deal gets done. That’s why again we recommend hiring a reputable M&A industry advisor who is on the front lines working with post-Covid BUYERS’ requests each day.

Finally, would you like to know something you should not do before selling your business? Do not rush out and get an Appraisal. It’s among the biggest food industry rookie mistakes. Many sellers believe an appraisal is the best place to start in order to get a feeling for the value of their business. And that may be true for Fair Market Value Opinions for ESOPs, lending and other profit-sharing programs, but it’s not a good measure to identify the value of your business in the current M&A marketplace.

The problem is any recent official appraisal must be disclosed to BUYERS, and that figure can artificially set a price level far below letting the market do that. There’s no point shooting yourself in the foot before you get started, right?

That means given all the above impending changes that will significantly impact the value of your ultimate transaction proceeds your first step should be to call an M&A advisor with experience in our industry. Let them organize a team of professionals to manage the proper and effective sale of your business from initial LOIs to final closing agreements in this unprecedented environment. Depending on the size of the transaction your ideal deal team can be as few as a CPA, an M&A attorney, and your M&A advisor.

The Bottom Line: Investing time and money with an experienced M&A deal team to help navigate a post-Covid business world is sure to save time and tax money. Put your life’s work in good hands. Give us a call.

Rick Andrade

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, Ca, where he helps CEOs and business owners buy, sell, and finance middle-market companies. Rick earned his BA and MBA from UCLA, along with his Series 7, 63, & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Capital Markets LLC, Member FINRA/SIPC. 

The Great 2021 Vaccine Rollout: When will your employees get it?

“Happy New year” shouted the CEO of a middle market manufacturing company on his year-end Zoom call to employees. And for a moment there was pure joy, then a silence, followed by a collective gulp.

No doubt history will record the many haunting echoes of a 2020 Auld Lang Syne like few before. But before the final chapter of the year of the pandemic is keyed into digital stone, we still have to get through the first half of 2021.

The good news is that not one but two Covid-19 vaccines have the green light and are already being manufactured and distributed to critical first responders and healthcare providers across the country. And that’s great news. Light at the end of the tunnel. But what about your company, your workers, your family… who may not be “essential workers” or frontline first responders? When can they get vaccinated?

First at hand in the new year now that Congress has passed a new supplemental $900 Billion-dollar Covid economic stimulus package is how to get back to normal as soon as possible. And hence the importance of getting immunized from shop floor to executive suite cannot be underestimated. Covid-19 has killed more than 340,000 people in the U.S. and temporarily shut down several manufacturing facilities across the country costing millions in losses. But even as Covid cases rise, so has the vaccine cavalry at last been mobilized and en route to save us.  

Meanwhile, you may be surprised to learn that all the while a Covid-19 vaccine was being developed so was a Covid-19 vaccine roll-out recommendation plan created by the Center for Disease Control, the CDC. The plan is called the Phased Allocation of Covid-19 Vaccines. This is a risk-based assessment timeline based upon its virus tracking research that lays out a two-phase priority schedule for states to help identify, categorize, prioritize and immunize citizens and workers. This is essentially a federal recommendation to identify who gets the jab first.

At the moment there are only two approved vaccine suppliers in the USA, Pfizer and Moderna both are purportedly already distributing an estimated 70 million doses (35 million vaccinations) since late-December 2020, and both say each can make another 1 billion doses before the end of 2021. Moreover, there are still several additional corona virus vaccine candidates in various stages of development, the point being made to the public not to worry, there will be enough to go around, eventually. But you’ll also have to get in line according to CDC guidelines, and that’s causing some concerns.

It starts with leveraging the credibility of the Center for Disease Control at this stage to prioritize the population despite its heroic efforts to lead, and on day one be a fundamental resource and contributor to President Trump’s Operation Warp Speed, which helped create a Covid-19 vaccine in a record time. A real life-saving victory. But the real challenge remains in how best to immunize the country. And to that end the CDC developed its two-phase plan, which is really a 4-phase plan as you can see.


Here’s the suggested vaccine rollout plan:

The fundamental idea behind the CDC efforts to categorize people into vaccine priority groups is driven by Covid-19 death and exposure rate research in each group. For example, in phase 1 of the plan, first-responders and front-line workers in healthcare and those living at adult facilities will be vaccinated first, if state governments follow CDC guidelines. There are approximately 24 million people in this first phase, each require 2-doses which is about equal to the number of currently available doses and each are being vaccinated as you read this and watch on tv news. But who goes next is the problem.

The overall plan is expected to have started in late December 2020 and to continue for at least 6 months through June 2021 (25 weeks as shown in the diagram below). Each phase will overlap until we reach “herd immunity” roughly 60-70% of the U.S. population (200+ million vaccinations) in less than 6 months. A tall order for any administration. But where does this leave you?

To start, it might be a good idea to take a closer look at the updated CDC rollout plan and locate which phase your company workers will likely fall into. From there count the weeks from Christmas and you can roughly plan when your staff will qualify for that much needed shot in the arm. Who gets to be vaccinated first across different but connected industry groups could prove a sticky issue and jockeying for pole position has already started.

For example, in the FOOD INDUSTRY speaking up has already made a big difference in timing. According to the Food Institute analysis of the CDC plan “Workers in the food and agriculture, grocery store, and manufacturing industries have been designated as frontline ‘essential workers’ set to be vaccinated in Phase 1b,” weeks ahead of other industries.

My advice is to get ahead of this. If you can make the argument to your city Mayor or state Representatives that your workers are at a higher risk of contracting or spreading Covid and should be vaccinated asap, now is the time to make those calls. They are the ones mostly in charge of making the rules and need your input.

And lastly don’t forget. Tell them that however they prioritize vaccine immunizations it needs to be completely transparent, and fair. And maybe then with luck and God’s help history will record 2021 the year Covid died, and the whole world got back on its feet.

About the author: Rick Andrade is an investment banker at Janas Associates in Pasadena, Ca, where he helps CEOs and business owners buy, sell, and finance middle-market companies. Rick earned his BA and MBA from UCLA, along with his Series 7, 63, & 79 FINRA securities licenses. He is also a CA Real Estate Broker, a volunteer SBA/SCORE instructor, and blogs at www.RickAndrade.com on issues important to business owners. He can be reached at RJA@JanasCorp.com. Please note this article is for informational purposes only and should not be considered in any way an offer to buy or sell a security. Securities are offered through JCC Capital Markets LLC, Mem

It’s Cold Turkey: The Dish on Serving up More Taxes under Joe Biden – by Rick Andrade

November 2020 – As published by CEOWorld Magazine

They say that in late November 1621 in Plymouth, Massachusetts the first American Colony held the first American Thanksgiving to celebrate a bountiful harvest with the local Wampanoag Indian tribe. What you might not know is that of the nearly 100 who attended the first feast only 4 were women settlers. The reason so few attended is tragic and reflective in a modern Covid world. Of the 20 women Pilgrims who gallantly made the trip across the Atlantic to Plymouth on the Mayflower in 1620, all but these last 4 succumbed to either starvation, harsh winter cold, or more familiarly an infectious viral plague that struck the colony the year earlier. Still the idea to eat well and give “Thanks” after such an ordeal set promise to a brighter future in honor of those sacrifices, and to covet God’s word in scripture across much hope and prayer.

Today, 400 years later this Thanksgiving 2020 finds us all adding a bit more hope and prayer to the menu but this time we not only face a long cold winter and virulent plague, but also the dire prospect of a new plethora of increased economic pressures from a Democratic Party new president. Sound too harsh? Depends on which side of the fence you’re on. But if the electoral votes from each state are indeed certified accurate, Joe Biden is our next president, the 46th. And should that be the case, and a left-wing anti-business agenda takes hold of the U.S. government, the next big question from business owners and investors alike will be: Yikes! Now what…?

Like others before him President-elect Biden carries with him a full bag of sweeping democratic changes he wants to implement across the board including the Green New Deal, Medicare For All, and new Taxes.

For starters however, the first priority will be how to manage through the Covid pandemic. As cases surge across the country so does the race to roll-out two new vaccines each with 95% effective rates. My hope is that Biden who has been a politician all his adult life does not shut down the economy which in my view amounts to economic mass suicide.

The second will be Biden’s executive actions January 20th 2021, day-one. Recall the hundreds of Executive Orders issued by President Trump. Many orders changed industry regulations across the table including in politically sensitive areas like global warming, U.S. military engagement in the mid-east, fracking in Pennsylvania and lobster fishing in Maine. Dozens of changes made under Trump could easily be reversed under Biden with the stroke of a pen. But perhaps the biggest impact to small and medium size businesses that survive Covid through next year will stem from increased taxes and changes to healthcare coverage.

Business Taxes –  Under a President Biden the proposal on the table is to roll-back the Trump tax cuts and increase them from their current 21% back to 28% according to the latest report from the not-for-profit Tax Foundation.org.

Personal Income taxes – Top bracket personal income tax rates are expected to increase from 37% back to 39.6% on income over $400,000, with few places to hide. Moreover, the plan in fact according to the Tax Foundation would actually reduce after-tax income for the average American worker by 2% by 2030. And while these are just the high-level figures, it gets much uglier if the Senate majority flips from Republican to Democrat (see Jan 5th 2021 Georgia Senate run-off race).

Capital Gains tax – The Biden plan will nearly double the tax on long term capital gains from 20% to 39.6% on income over $1 million (add another 3.8% net investment income tax if your adjusted gross income tops $250,000 for married couples). The Foundation also notes that raising the capital gains tax is less likely to increase federal revenues rather it will likely delay the sale of those assets until taxpayers find a less costly method. As a result, if the long-term capital gains tax rates do double as proposed the Tax Foundation further calculates an actual loss of $2 billion in annual revenues to the government, making this a bad idea.

Estate & Gift Taxes – Under Trump’s Tax Cuts & Jobs Act the gift & estate tax exemption threshold was $11.5 million for singles and $23 million for married filers. That will change. Under a Biden plan a dramatically lower exemption threshold for the first $3.5 million and a whopping 45% tax on assets above that is being proposed. Notwithstanding the step-up in “basis” the value after which a tax is imposed is eliminated, meaning new estate owners will pay higher taxes on the current market value of their assets. Yikes… Should democrats win a majority in Congress…  it will be open season for Wealth & Estate planners to come door knocking, and rightfully so.

Employee Health coverage – The Affordable Care Act (ACA- Obamacare) The Public Option –  In 2019 the Census Bureau reported an estimated 30 million in the U.S. were without healthcare. These figures among others have compelled the Biden-Sanders task force to propose that the U.S. government take center stage and majority control over citizen healthcare. Essentially the Biden plan wants to socialize medicine in the U.S. similar to Senator Bernie Sanders’ “Medicare for All,” while leaving in place private health insurance. The key changes will expand the ACA to allow everyone including undocumented workers access to federal premium subsidies to acquire health insurance on the ACA provider websites. The Biden plan also proposes to reinstate the “individual mandate” (case to be heard by the Supreme Court this winter) which was eliminated by the Trump administration, however at the same time the Biden plan will also increase federal subsidies to the poor who can’t afford it. Biden says the new ACA will cover an additional 25 million of the 30 million people uninsured.

But to make this all happen the Democrats would need to negotiate with a Republican Senate, unless the expected Senate race run-off in Georgia January 2021 as mentioned flips the Senate to a Democrat majority. What this means for small business and all business is obvious to me. Changes in healthcare are inevitable and usually end up costing small business owners in one way or another. In this case putting pressure on private insurance plans to stay competitive absorbing pre-conditions and doctor choice in the face of a giant new government-sponsored health system. This may leave many small business employers who like their current health insurance plans and who wish to keep high employees happy in the lurch with higher premiums, and with fewer affordable competitive private insurance plan choices than before.

Employee Minimum Wage – Under the Biden team economic plan there will be a strong push for a national minimum wage increase to $15/hour over the next few years. This despite outcries from small business owners in lower wage U.S. states and many economists who argue raising minimum wages will increase the burden on struggling small business profits creating fewer job openings at a time when we need more of them, not less.

And Finally: First things first – Where is the next Covid Stimulus & Response package?

As of mid-November, the outlook for a Covid vaccine has abruptly improved given both bio firms Pfizer and Moderna each separately announced their vaccines are ready, and are nearly 95% effective. Each compliments Trump’s Operation Warp Speed initiative for getting us to this point. Meanwhile, post-election there remains little evidence of yet another helping tranche (aka 4th stimulus package) estimated at another $2 Trillion including supplemental employment benefits, recovery rebates, and the popular PPP (Paycheck Protection Program) is emerging from Congress or the White House, as shutdowns loom and millions of small businesses and workers are still suffering this Thanksgiving. This makes welcome the spirited news that a Covid vaccine distributed over the next 6 months will likely help stem the tide of increasing Covid infections. Still, it seems unlikely any stimulus plan will get passed in an upcoming lame-duck session. But the general consensus among most reports is that Democrats are preparing a new measure that will be ready in January for the Senate and President Biden to sign, which unfortunately may be far too late for many businesses on the rocks and needing help.

Summary – Impact under Joe Biden

It seems almost inevitable that personal taxes, business taxes, capital gains, and estate taxes are all going up to some degree under a Joe Biden Presidency. Many promises were made, and new taxes appear the only way to pay for them. But that won’t happen until new laws are debated and passed next year. The good news is that in most cases any tax increase will not be retro-active giving you some time (likely until June 2021) to calculate the impact and make hard decisions. Many businesses may not survive Covid this winter, especially if harsh federal mandates further restrict business activities and push fragile business owners into a fatal financial tailspin. Other long-term asset owners will need to reshuffle their retirement plans including when and how to sell assets, transfer equity in a business, or cash out now and benefit from today’s substantially lower rates.

In either case, the key message is not to sit on your hands. These proposed Biden team tax increases if left unplanned for in the coming months could amount to tens of thousands or millions of dollars in added tax burdens for you or your heirs. My advice? Have your feast, but don’t get caught on the wrong side of the plate. After you read this, push back from the turkey table, grab your phone and schedule a call with your tax advisor, estate advisor, or wealth advisor. You’ll be glad you did.

And lastly, if you own a business and need advice on buying or selling call a trusted investment banker, he or she can help talk you through some of the options we are seeing in development and what other business owners are planning to do before year’s end. Getting professional advisors on board now can help you navigate the landscape well before the cold Biden left-overs leave you with a bad taste in your mouth.

Make sense?


Written by Rick Andrade.