covid-19 updates for businesses business... · 2020-06-25 · • the ppp borrower received funds...

COVID-19 Updates for Businesses

Tim Fogerty, Managing Director- First Bank

Jen Vacha, Partner, Brown Smith Wallace

David Killion, Partner, Brown Smith Wallace

June 25, 2020

Presenters:

2

David Killion, Principal, Advisory Service- Brown Smith Wallace

Jen Vacha, Partner, Tax Services- Brown Smith Wallace

Tim Fogerty, Managing Director, Commercial Banking- First Bank

AGENDA

• PPP Updates:

Tim Fogerty, First Bank

• PPP Loan Forgiveness Application and Worksheet:

David Killion, Brown Smith Wallace

• PPP Loan Forgiveness Calculation and Considerations:

Jen Vacha, Brown Smith Wallace

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June 25, 2020 Version 1

Disclaimer

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This presentation is furnished for informational use only. It is not intended to be comprehensive, nor does it constitute legal, accounting, tax or other professional advice. We encourage you to consult with your legal, tax and/or accounting professional for specific advice. This presentation is based on information available as of the first date and time of delivery of this presentation. Due to the evolving nature of the regulations and agency guidance addressing the Paycheck Protection Program, all information in this presentation is subject to change without notice.First Bank recommends a thorough review of the CARES Act and SBA Interim Final Rules, these documents can be found at FirstBanks.com

https://nam02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.firstbanks.com%2FAbout-Us%2FSecurity-Center%2FEmergency-Preparedness%2FCOVID-19&data=02%7C01%7CKelly.Dulle%40fbol.com%7Cfd8b344a752e41a0dac708d7f5f23a15%7C360cbd8dd8bd4a8dba4a2e358864c62a%7C0%7C0%7C637248293012625919&sdata=35qKp58uBbs2AcjiZ0ikz67UgA0cwngtboUZ3fZ9GBU%3D&reserved=0

Economic Injury Disaster Loan Guidance

• The SBA issued a procedural notice providing guidance on using Paycheck Protection Program loan proceeds to refinance an SBA Economic Injury Disaster loan, as well as providing instructions for PPP lenders on the procedure for remitting to SBA any PPP loan funds designed for an EIDL advance.

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An EIDL Loan May Not Be Refinanced with a PPP Loan When:

• The PPP Borrower received the EIDL loan before January 31, 2020 or after April 3, 2020.

An EIDL Loan is Not Required to Be Refinanced with a PPP Loan When:

• The PPP Borrower received funds from an EIDL loan from January 31, 2020 through April 3, 2020; and used the EIDL loan for purposes other than payroll costs.

A PPP Loan Must Be Used to Refinance the Full Amount of the EIDL Loan When:

• The PPP Borrower received funds from the EIDL loan from January 31, 2020 through April 3, 2020; and used the EIDL loan funds to pay payroll costs


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• The amount of the EIDL loan to be refinanced does not include the amount of any EIDL advance, because the EIDL advance does not need to be repaid.

• For PPP loan guaranty applications that include an amount for EIDL refinance, the lender must remit the funds directly to SBA.

• If the PPP lender has already disbursed funds to a borrower, SBA said, the lender is responsible for notifying the borrower of the amount of loan proceeds the borrower must remit to SBA.

• Both borrowers and lenders may remit funds using pay.gov, completing SBA Form 1201 (available at the link) and entering the EIDL number in the “SBA loan number” field.

6/25/ 2020 Version 1


https://pay.gov/public/form/start/3723407

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• Borrowers can obtain their EIDL loan payoff information by contacting the SBA Disaster Loan Servicing Center at (800) 736-6048.

• PPP Lenders can confirm the correct payoff information for the Borrower’s EIDL loan by contacting the PPP Lender Customer Service Line at 1-833-572-0502.

• Questions concerning this Notice may be directed to the Lender Relations Specialist in the local SBA Field Office. Local SBA Field Offices can be found at https://www.sba.gov/tools/localassistance/districtoffices


Transparency and PPP Loans

• The U.S. Small Business Administration and the U.S. Department of the Treasury have agreed with the bipartisan leaders of the U.S. Senate Small Business Committee to make public additional data regarding the Paycheck Protection Program (PPP). This agreement will ensure that the interests of both transparency and protections for small businesses are served.

• SBA will disclose the business names, addresses, NAICS codes, zip codes, business type, demographic data, non-profit information, jobs supported, and loan amount ranges as follows:

• $150,000-350,000

• $350,000-1 million

• $1-2 million

• $2-5 million

• $5-10 million9

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Transparency and PPP Loans

• These categories account for nearly 75 percent of the loan dollars approved. For loans below $150,000, totals will be released, aggregated by zip code, by industry, by business type, and by various demographic categories.

June 25, 2020

Paycheck Protection ProgramLoan Forgiveness

© 2020 All Rights Reserved Brown Smith Wallace LLP

12© 2020 All Rights Reserved Brown Smith Wallace LLP

PresentersJen Vacha

Partner, Tax Services

Jen is a Partner in

the Tax Services

practice of Brown

Smith Wallace and

has more than 18

years of

experience,

specializing in not-

for-profit, individual

and small business

returns. She is

responsible for the

firm’s not-for-profit tax engagements and

provides oversight for other individual and

business tax engagements. Jen enjoys

working one-on-one with clients to minimize

their tax obligations and help them

understand their current tax position.

David Killion

Principal, Transaction Advisory

David is a Principal in

the Brown Smith

Wallace Transaction

Advisory practice. He

has more than 15

years of experience in

strategic, analytical

and financial roles. His

experience includes

managing and

executing acquisitions,

advising on tax-

efficient structuring

and compliance, and monitoring equity

investments. He has also been responsible for

day-to-day CFO functions including debt

structuring, bank compliance, financial reporting

and treasury management.


Today’s Objectives

• Loan Forgiveness Application, Form 3508• Schedule A Worksheet• Schedule A• Forgiveness Amount Calculation• Documentation

• Loan Forgiveness Application, Form 3508EZ• Forgiveness Amount Calculation• Documentation

© 2020 All Rights Reserved Brown Smith Wallace LLP 14

Form 3508Loan Forgiveness Application


Our Plan for Today’s Presentation


Loan Forgiveness Application – Key Information

Borrower Information: Should match the application.

SBA PPP Loan Number: Assigned by the SBA.

Lender PPP Loan Number: Assigned by the Lender.

PPP Loan Disbursement Date: Date that you received the PPP loan proceeds from the Lender (initial funding, if multiple).

EIDL Advance Amount: If applicable, enter the amount.

EIDL Application Number: If applicable, enter the Borrower’s EIDL Application Number.

Payroll Schedule: Select the box that matches to your schedule.

Employees is based on headcount, not full-time equivalent calculation.



Covered Period (“CP”): 24 or 8-week (electable for loans prior to June 5th) period of your PPP loan. The first day of the CP is the same as the PPP Loan Disbursement Date.

Alternative Payroll Covered Period (“APCP”): For administrative convenience, Borrowers with a biweekly (or more frequent) payroll schedule may elect to calculate eligible payroll costs using the 24-week/8-week period that begins on the first day of their first pay period following their PPP Loan Disbursement Date.

Borrowers must apply CP (not APCP) wherever there is a reference in this

application to “the Covered Period” only.



If Borrower Received PPP Loans in Excess of $2 Million: Check the box if the Borrower, together with its affiliates, received PPP loans with an original principal amount over $2 million.

FAQ #39: The SBA will review all loans in excess of $2 million following the

lender’s submission of the borrower’s loan forgiveness application.

FAQ #46: Borrowers with loans over $2 million may still have an adequate

basis for making the certification. If SBA determines that a borrower lacked

an adequate basis, SBA will seek repayment and will inform the lender that

the borrower is not eligible for forgiveness. If the borrower repays the loan

after receiving notification, SBA will not pursue administrative enforcement

or referrals to other agencies.


Loan Forgiveness Calculation Form – Certifications

o The dollar amount for which forgiveness is requested:

• was used to pay costs that are eligible for forgiveness (employee payroll costs; business mortgage interest payments; business rent or lease payments; or business utility payments);

• includes all applicable reductions due to decreases in the number of full-time equivalent employees and salary/hourly wage reductions;

• includes payroll of at least 60% of the forgiveness amount requested;

• 24-week CP: does not exceed 2.5 month’s worth of 2019 compensation for any owner-employee or self-employed individual/general partner, capped at $20,833 per individual; and

• 8-week CP: does not exceed 8 weeks’ worth of 2019 compensation for any owner-employee or self-employed individual/general partner, capped at $15,385 per individual

o General certification: fraudulent use of funds, use of safe harbors, completeness and accuracy of documentation, completeness of tax documentation, full acknowledgement and understanding of SBA and lender potentially asking for more information and deeming loan or forgiveness ineligible.


Form 3508 Schedule A Worksheet & Schedule A


Where Do All These Amounts Go?


Summary of Eligible Costs - Payroll

• Borrowers are generally eligible for forgiveness for the payroll costs paid and payroll costs incurred during the eight-week (56-day) or twenty-four week (168-day) CP (or APCP) (“payroll costs”).

• Payroll costs are considered paid on the day that paychecks are distributed or the Borrower originates an ACH credit transaction.

• Payroll costs are considered incurred on the day that the employee’s pay is earned.

• Payroll costs incurred but not paid during the Borrower’s last pay period of the CP (or APCP) are eligible for forgiveness if paid on or before the next regular payroll date.

• Otherwise, payroll costs must be paid during the CP (or APCP).

• For each employee, the total amount of cash compensation eligible for forgiveness may not exceed an annual salary of $100,000, as prorated for the CP, so $15,385 or $46,154.

• Count payroll costs that were both paid and incurred only once.


Schedule A Worksheet – Table 1

Employee’s Name & Identifier. Separately list each employee – name and last four digits of each employee’s SSN.

Cash Compensation. Paid and incurred during the CP or the APCP

• gross salary, gross wages, gross tips, gross commissions

• paid leave (vacation, family, medical or sick leave) excluding leave covered by the Families First Coronavirus Response Act

• allowances for dismissal or separation

Average FTE. Calculates the average full-time equivalency (FTE) during the CP or the APCP.

• For each employee, enter the average number of hours paid per week, divide by 40, and round the total to the nearest tenth.

• The maximum for each employee is capped at 1.0.

• An electable simplified method assigns a 1.0 for employees who work 40 hours or more per week and 0.5 for employees who work less than 40.



Salary/Hourly Wage Reduction. Determines whether the Borrower’s loan forgiveness amount must be reduced due salary and wage reductions.

• The actual amount of forgiveness the Borrower will receive may be less, depending on whether the salary or hourly wages of certain employees during the CP or the APCP was less than January 1, 2020 to March 31, 2020.

• Borrowers will be required to complete the reduction calculation for each employee in Table 1.

Step 1. Determine if pay was reduced more than 25%.

Step 2. Determine if the Salary/Hourly Wage Reduction Safe Harbor is met.

Step 3. Determine the Salary/Hourly Wage Reduction.

Complete the Salary/Hour Wage Reduction column only for employees whosesalaries or hourly wages were reduced by more than 25%.



FTE Reduction Exceptions. Exceptions include the following:

o Any positions for which the Borrower made a good-faith, written offer to rehire an employee during the CP or the APCP which was rejected by the employee; and

o Any employees who during the CP or the APCP were:

• were fired for cause;

• voluntarily resigned; or

• voluntarily requested and received a reduction of their hours

In all of these cases, include these FTEs on this line only if the position was not

filled by a new employee. Any FTE reductions in these cases do not reduce the

Borrower’s loan forgiveness.



FTE Reduction Exceptions. (continued)

o New Safe Harbors Based on Employee Availability –Rehire/Hiring. FTE reductions would not reduce forgiveness if the borrower can document in good faith the inability to rehire individuals who were employees on February 15th, 2020, or the inability to hire similarly qualified employees by December 31st.

o New Safe Harbors Based on Employee Availability –Compliance with HHS, CDCP, or the OSHA. FTE reductions would not reduce forgiveness if the borrower can document in good-faith an inability to return to the same level of business activity as existed before February 15th. This can be due to compliance with requirements established or guidance issued during the period from March 1st through December 31st related to the maintenance of standards for sanitation, social distancing, or any other worker or customer safety requirement related to COVID–19.



List employees who meet the following statements:

• Were employed by the Borrower at any point during the CP or the APCP whose principal place of residence is in the United States; and

• Received compensation from the Borrower at an annualized rate of more than $100,000 for any pay period in 2019.

Table 2 only includes US-resident employees who earned in excess of

$100,000 in 2019.


Schedule A Worksheet – FTE Reduction Safe Harbor

A safe harbor under applicable law and regulation exempts certain borrowers from the loan forgiveness reduction based on FTE employee levels.

Specifically, the Borrower is exempt from the reduction in loan forgiveness based on FTE employees described above if both of the following conditions are met:

• The Borrower reduced its FTE employee levels in the period beginning February 15, 2020, and ending April 26, 2020; and

• The Borrower then restored its FTE employee levels by not later than December 31, 2020 or the date of the application, to its FTE employee levels in the Borrower’s pay period that included February 15, 2020.

In order to be eligible for this Safe Harbor you must have had an FTE reduction

between February 15th and April 26th of this year.


Schedule A – Table Totals & Non-Cash Compensation

Lines 1 through 5: Flow from PPP Schedule A Worksheet Tables 1 and 2, as referenced.

Line 6: Employer contributions for employee health insurance include contributions to self-insured, employer-sponsored group health plan and exclude pre-tax or after-tax contributions by employees.

Line 7: Employer contributions to employee retirement plans excluding pre-tax or after-tax contributions by employees.

Line 8: Employer state and local taxes assessed on compensation excluding any taxes withheld from employee earnings

If the average annual salary or hourly wage for each employee listed in Schedule A

Worksheet, Table 1 was at least 60%, then check the box and enter “0” on Line 3.


Schedule A – Compensation to Owners & Total Payroll

Line 9: Any amounts paid to owners (owner-employees, a self-employed individual, or general partners). This amount is capped at

• $20,833 (2.5 months’ equivalent for 24-week CP);

• $15,385 (for 8-week CP) for each individual; or

• the equivalent of their applicable compensation in 2019, whichever is lower.

Line 10: Add lines 1, 4, 6, 7, 8, and 9. This amount carries to line 1 on the PPP Loan Forgiveness Calculation Form.

This amount may not be included in PPP Schedule A Worksheet, Table 1 or 2 since

the owners may not be considered employees. If there is more than one individual

included, attach a separate table that lists the names of and payments to each.


Schedule A – Average FTE & Total Average FTE

Line 11: The Borrower’s total average weekly full-time equivalency (FTE) during the chosen reference period.

Line 12: Add lines 2 and 5.

Line 13: Divide line 12 by line 11 (or enter 1.0 if the FTE Reduction Safe Harbor has been met, according to PPP Schedule A Worksheet—FTE Reduction Safe Harbor). If more than 1.0, enter 1.0. This amount carries to line 7 of the Loan Forgiveness Calculation Form.

If you have not reduced the number of employees or the average paid hours of

your employees between January 1, 2020 and the end of the CP, check the box,

skip lines 11 and 12, and enter 1.0 on line 13.

The calculations on lines 11, 12, and 13 will be used to determine whether the

Borrower’s loan forgiveness amount must be reduced based on reductions in full-

time equivalent employees, as required by the statute.


Form 3508 Forgiveness Amount Calculation


Summary of Eligible Costs – Non Payroll

o Covered mortgage obligations – “business mortgage interest payments” on real or personal

property incurred before February 15, 2020 (do not include any prepayment or payment of

principal).

o Covered rent obligations – “business rent or lease payments” for real or personal property in

force before February 15, 2020.

o Covered utility payments – “business utility payments” for a service for the distribution of

electricity, gas, water, transportation, telephone, or internet access for which service began before

February 15, 2020.

o Eligible nonpayroll cost must be paid during the CP or incurred during the CP and paid on or before

the next regular billing date, even if the billing date is after the CP.

o Eligible nonpayroll costs cannot exceed 40% of the total forgiveness amount.


Forgiveness Amount Calculation – Application

Line 1: Total eligible payroll costs incurred or paid during the CP or the APCP. Complete PPP Schedule A. See line 10.

Line 2: Amount of “business mortgage interest” payments during the CP for any business mortgage obligation on real or personal property incurred before February 15, 2020. No prepayments.

Line 3: Amount of “business rent or lease payments” for real or personal property during the CP, pursuant to lease agreements in force before February 15, 2020.

For lines 2-4, you are not required to report payments that

you do not want to include in the forgiveness amount.


Forgiveness Amount Calculation – Application

Line 4: Amount of “business utility payments” during the CP, for business utilities for which service began before February 15, 2020.

Line 5: Flows from PPP Schedule A, line 3. The loan forgiveness reduction required for salary/hourly wage reductions in excess of 25%

Line 6: Add lines 1 through 4, subtract line 5, enter the total. If less than zero, enter a zero.

Line 7: Flows from PPP Schedule A, line 13. FTE Reduction Quotient

For lines 2-4, you are not required to report payments that

you do not want to include in the forgiveness amount.


Forgiveness Amount Calculation

Line 8: Modified total. Calculation incorporates the loan forgiveness reduction required for any full-time equivalency (FTE) reductions per PPP Schedule A.

Line 9: Enter the PPP Loan Amount.

Line 10: Payroll cost requirement. Determines whether at least 60% of the potential forgiveness amount was used for payroll costs.

Line 11: Forgiveness amount. Smallest of lines 8, 9, or 10.

If applicable, the SBA will deduct EIDL Advance Amounts

from the forgiveness amount remitted to the Lender.


Form 3508 Documentation


Documents that Each Borrower Must Submit - 3508

PPP Loan Forgiveness Calculation Form

PPP Schedule A

Payroll: Documentation verifying the eligible cash compensation and non-cash benefit payments from the CP or the APCP consisting of each of the following:

• Bank account statements or third-party payroll service provider reports documenting the amount of cash compensation paid to employees.

• Tax forms (or equivalent third-party payroll service provider reports) for the periods that overlap with the CP or the APCP:

• Payroll tax filings reported, or that will be reported, to the IRS (typically, Form 941); and

• State quarterly business and individual employee wage reporting and unemployment insurance tax filings reported, or that will be reported, to the relevant state.

• Payment receipts, cancelled checks, or account statements documenting the amount of any employer contributions to employee health insurance and retirement plans that the Borrower included in the forgiveness amount (PPP Schedule A, lines (6) and (7)).



FTE: Documentation showing (at the election of the Borrower):

• the average number of FTE employees on payroll per month employed by the Borrower between February 15, 2019 and December 31, 2019;

• the average number of FTE employees on payroll per month employed by the Borrower between January 1, 2020 and February 29, 2020; or

• in the case of a seasonal employer, the average number of FTE employees on payroll per month employed by the Borrower between February 15, 2019 and December 31, 2019; between January 1, 2020 and February 29, 2020; or any consecutive twelve-week period between May 1, 2019 and September 15, 2019.

The selected time period must be the same time period selected for purposes of completing PPP Schedule A, line 11. Documents may include payroll tax filings reported, or that will be reported, to the IRS (typically, Form 941) and state quarterly business and individual employee wage reporting and unemployment insurance tax filings reported, or that will be reported, to the relevant state.

Documents submitted may cover periods longer than the specific time period.



Nonpayroll: Documentation verifying existence of the obligations/services prior to February 15, 2020 and eligible payments from the CP.

• Business mortgage interest payments: Copy of lender amortization schedule and receipts or cancelled checks verifying eligible payments from the CP; or lender account statements from February 2020 and the months of the CP through one month after the end of the CP verifying interest amounts and eligible payments.

• Business rent or lease payments: Copy of current lease agreement and receipts or cancelled checks verifying eligible payments from the CP; or lessor account statements from February 2020 and from the CP through one month after the end of the CP verifying eligible payments.

• Business utility payments: Copy of invoices from February 2020 and those paid during the CP and receipts, cancelled checks, or account statements verifying those eligible payments.


Documents that Each Borrower Must Retain - 3508

o PPP Schedule A Worksheet or its equivalent and the following:

• Documentation supporting the listing of each individual employee in PPP Schedule A Worksheet Table 1, including the “Salary/Hourly Wage Reduction” calculation, if necessary.

• Documentation supporting the listing of each individual employee in PPP Schedule A Worksheet Table 2; specifically, that each listed employee received during any single pay period in 2019 compensation at an annualized rate of more than $100,000.

• Documentation regarding any employee job offers and refusals, firings for cause, voluntary resignations, and written requests by any employee for reductions in work schedule.

• Documentation supporting the PPP Schedule A Worksheet “FTE Reduction Safe Harbor.”

o All records relating to the Borrower’s PPP loan

o Such documentation must be retained for six years after the date the loan is forgiven or repaid in full.

o Borrower must permit authorized representatives of SBA to access such files upon request.


Form 3508EZLoan Forgiveness Application



• The EZ application requires fewer calculations and less documentation for eligible borrowers.

• Both applications give borrowers the option of using the original 8-week period (if their loan was made before June 5, 2020) or an extended 24-week period.

• These changes are intended to result in a more efficient process and make it easier for businesses to realize full forgiveness of their PPP loan.

Eligible borrowers must meet certain criteria in order to qualify for

using the simplified form.



The EZ Form is open to the following borrowers:

• Are self-employed and have no employees; or

• Did not reduce the salaries or wages of employees by more than 25% and did not reduce the number of employees or average paid hours of employees; or

• Experienced reductions in business activity as a result of health directives related to COVID-19, and did not reduce the salaries or wages of their employees by more than 25%.


Documents that Each Borrower Must Submit – 3508EZ

PPP Loan Forgiveness Calculation Form 3508EZ

Payroll: Documentation verifying the eligible cash compensation and non-cash benefit payments from the CP or the APCP consisting of each of the following:

• Bank account statements or third-party payroll service provider reports documenting the amount of cash compensation paid to employees.

• Tax forms (or equivalent third-party payroll service provider reports) for the periods that overlap with the CP or the APCP:

• Payroll tax filings reported, or that will be reported, to the IRS (typically, Form 941); and

• State quarterly business and individual employee wage reporting and unemployment insurance tax filings reported, or that will be reported, to the relevant state.

• Payment receipts, cancelled checks, or account statements documenting the amount of any employer contributions to employee health insurance and retirement plans that the Borrower included in the forgiveness amount (PPP Schedule A, lines (6) and (7)).

FTE: Average number of FTE on payroll from 1/1/20 through the CP.


Documents that Each Borrower Must Submit – 3508EZ

Nonpayroll: Documentation verifying existence of the obligations/services prior to February 15, 2020 and eligible payments from the CP.

• Business mortgage interest payments: Copy of lender amortization schedule and receipts or cancelled checks verifying eligible payments from the CP; or lender account statements from February 2020 and the months of the CP through one month after the end of the CP verifying interest amounts and eligible payments.

• Business rent or lease payments: Copy of current lease agreement and receipts or cancelled checks verifying eligible payments from the CP; or lessor account statements from February 2020 and from the CP through one month after the end of the CP verifying eligible payments.

• Business utility payments: Copy of invoices from February 2020 and those paid during the CP and receipts, cancelled checks, or account statements verifying those eligible payments.


Documents that Each Borrower Must Retain – 3508EZ

o Documentation supporting the certification that annual salaries or hourly wages were not reduced by more than 25 percent.

o Documentation regarding any employee job offers and refusals, refusals to accept restoration of reductions in hours, firings for cause, voluntary resignations, written requests by any employee for reductions in work schedule, and any inability to hire similarly qualified employees for unfilled positions on or before December 31, 2020.

o Documentation supporting the certification, if applicable, that the Borrower did not reduce the number of employees or the average paid hours of employees between January 1, 2020 and the end of the CP.

o Documentation supporting the certification, if applicable, that the Borrower was unable to operate between February 15, 2020 and the end of the CP at the same level of business activity as before February 15, 2020 due to compliance with HHS, CDCP, and OSHA.

o All records relating to the Borrower’s PPP loan.


Resources


Visit our CARES Act Loan Consulting page for more information

Our forgiveness application consulting includes two options for modeling and full outsourcing:

o Essential Service:• Consulting services

• Input and calculation of forgiveness amount

o 360 Service:• Essential services

• Preparation of Form 3508 and accompanying worksheets

• Bundling of application documentation

• Support with lender discussions

• Additional consulting on proceed spending and eligible costs

https://www.bswllc.com/services-cares-act-loan-consulting


Q&A


Brown Smith Wallace provides this material for informational purposes only.

The material provided herein is general and is not intended to be advice.

Nothing herein should be relied upon or used without consulting an advisor to consider your specific circumstances, possible changes to applicable laws, rules

and regulations and other legal issues.

© 2020 All Rights Reserved Brown Smith Wallace LLP

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