From McKonly and Asbury, the five questions you should ask are:

1. Is this going to be an asset purchase or stock deal?

A buyer should know what the seller is expecting so there are no misconceptions or miscommunications. In a stock deal, you are buying all the stock of a company which includes all of its assets and liabilities. The company continues to operate but with new ownership. In an asset deal, the purchaser is buying “selected assets” and is not necessarily assuming the liabilities of the selling Company. An asset sale is typically preferred by the purchaser because there are often tax benefits related to the amortization of new intangible assets (goodwill and others) resulting from the purchase.

2. Are the add-backs of expenses made by the consultant reasonable?

Expenses incurred by a business that are discretionary or non-recurring in nature can be “added back” to arrive at the expected cash flow that the business can transfer to a new owner. I also asked, “Are there more discretionary expenses than what was shown by the consultant?” I noticed a few categories where expenses fluctuated and suggested reviewing the underlying reasons for the fluctuation and that they may need to investigate or seek further clarification. “Due Diligence” is the process of investigation and verification of a potential acquisition to confirm all relevant facts and financial information. In an acquisition, the performance of due diligence is critical for the purchaser.

3. Did the owners perform any services for the company that would need to be replaced by a salaried employee?

The tax returns showed “guaranteed payments” that were made to the owners. These payments were included in the consultants add-backs, indicating that they would not be required going forward. If the owners performed any services that would need to be incurred or paid for in the future, then the fair value of those services should not be added back to net income but instead included as an ongoing expense of the business.

4. What do you expect revenue to be going forward? The pandemic has caused significant decline in revenue and the baseline revenue expectation may have changed.

Upon closer examination, the financial information showed a revenue stream that was greatly impacted by the COVID-19 pandemic. In 2020, revenue dropped 57% from the previous year as the business was partially shut down. In 2021, revenue grew 54% from the 2020 revenue total but was still only 66% of 2019 revenue. Cash flow is the lifeblood of any company. The decline in revenue, if deemed permanent, could change the cash flow, the outlook for the company, and its value.

5. What are the terms of the loan to finance the purchase?

Once you have done your due diligence and arrived at what you think a business is worth, the process isn’t done. If you can’t pay for the business, or more importantly, if the terms of the financing are such that cash flow of the business is not sufficient to handle the debt service, you don’t have a workable deal! You could try to negotiate a new price, or just walk away. Knowing the terms of the financing available (length, interest rate, and amount financed) will allow you to model the businesses cash flow and debt service to ensure it works according to your projections.

The questions that were highlighted were focused on arriving at the estimated cash flow that would be available to the owner. Remember Cash is King! Cash flow is a primary factor that determines the value of the business. The due diligence process is a critical step in the purchase of a business and involves finding answers to questions like those highlighted above. The decision to purchase a business is not one that should be entered into lightly. A great deal of work and investigation needs to be done before a final decision can be reached

The Pennsylvania Department of Labor & Industry announced regulatory changes to a decades-old law governing Pennsylvania’s minimum wage rules. The change is updating how employers pay tipped workers and ensuring that salaried employees with fluctuating schedules are appropriately compensated for overtime.

The final-form regulation covers five primary areas for tipped workers, including:

• An update to the definition of “tipped employee,” adjusted for inflation since 1977, that increases the amount in tips an employee must receive monthly from $30 to $135 before an employer can reduce an employee’s hourly wage from $7.25 per hour to as low as $2.83 per hour.
  
  
• Alignment with new federal regulations codifying long-standing policies that govern employer tip credits to allow employers to take a tip credit under certain conditions, including that the employee spends at least 80 percent of their time on duties that directly generate tips, commonly known as the 80/20 rule.
  
  
• Alignment with updated federal regulations that allow for tip pooling among employees but in most cases excluding managers, supervisors, and business owners.
  
  
• A prohibition on employers deducting credit card and other non-cash payment processing transaction fees from an employee’s tip included with a credit card payment or other non-cash method of payment.
  
  
• A requirement for employers to clarify that automatic service charges are not gratuities for tipped employees. 

The regulations also update the definition of “regular rate” for salaried employees whose hours vary from week-to-week to note that overtime is to be calculated based on a 40-hour workweek.

The Department of Labor and Industry will host webinars to educate business owners and affiliated parties on the new regulations and allow them to ask questions. These webinars are scheduled to take place at 10 am on Tuesday, July 12, and at 10 am on Tuesday, July 19. Information on these webinars and how to register will be posted on the Department of Labor and Industry’s website:

You can click here to find out more information on how to register for one of the webinars.

Chamber president Fred Gaffney expressed the Chamber’s opposition to PennDOT’s plan to implement tolling on the Interstate 80 bridge over Nescopeck Creek at a public hearing last week. As part of the growing statewide No P3 Bridge Tolling coalition, the Chamber is working to prevent excessive burdens on businesses and communities by stopping the plan to begin tolling on nine interstate bridges across Pennsylvania starting next year. The hearing, hosted by PennDOT and the Federal Highway Administration, was held Thursday, May 12^th at the Nescopeck Township Social Hall.

While the hearing was specifically to receive comments on the environmental assessment, coalition members oppose the plan generally due to the belief that the Public-Private Partnership (P3) Board exceeded its authority by failing comply with statutory mandates when it approved the initiative prior to identifying specific projects, and that PennDOT and its Secretary lack the authority to identify, evaluate, and approve those projects.

Additionally, as of May 6th, PennDOT executed a pre-development agreement with Bridging Pennsylvania Partners LLC. Coalition members believe it is inappropriate to enter into any such agreements before the public hearing process is completed, and prior to the appropriate Federal authorizations, which could significantly change the scope of projects.

Spot tolling will increase costs for individuals and businesses that must use these bridges, at a time of high inflation and dramatically increasing fuel costs. The Chamber has heard concerns from a number of members about the current challenges with transportation costs.

The route PennDOT has identified for motorists to avoid the toll will increase traffic volume in several municipalities including Nescopeck and Berwick boroughs. The environmental assessment does not address the impacts on air quality, noise, safety, roadways, and businesses in these communities.

The Chamber is urging PennDOT to abandon this spot-tolling plan, and work with the legislature to identify sustainable funding sources that do not cause undue negative impacts to businesses, residents, and communities in and around project areas. “Pennsylvania just realized its most tax revenue in a single month in April at $6.5 billion dollars, $1.8 billion over projections,” said Gaffney. “Additionally, the Commonwealth has significant American Rescue Plan funds and new federal infrastructure funding to more than adequately address these nine most urgent projects. Moving forward with the Major Bridge P3 program is not only inappropriate, but unnecessary based on these facts.”

The environment assessment and other project details are available at www.penndot.pa.gov/i80Nescopeck. Written comments may be submitted through May 27^th by mail to: PennDOT District 4, Attn: I-80 Nescopeck Creek Bridges Project, 55 Keystone Industrial Park, Dunmore, PA 18512, email to i80Nescopeck@pa.gov, or online at www.penndot.pa.gov/i80Nescopeck.

The Columbia Montour Chamber of Commerce helped celebrate the grand opening of Premier Real Estate Agency in Danville yesterday with a ribbon-cutting. Located on 1238 Bloom Road in Danville, Premier Real Estate opened its doors for the community.

The evening was filled with excitement and entertainment. DJ Gary Chrisman performed the entertainment for two hours, while Pour Choices Winery held a wine tasting during the event. The grand prize winner won $250 of gift cards to local Danville businesses including: PB&J Bar, Old Forge Brewing Company and Old City Bagel Company.

You can find out more about Premier Real Estate by visiting their official website at www.premierdanville.com. You can also reach them at 570-601-0774 if you have any specific questions.

Bloomsburg University’s Spring Commencement Scheduled for This Weekend 

Bloomsburg University’s Spring Commencement is scheduled to be held this weekend on campus. On Friday night, the graduate students will walk the stage inside the Haas Center for the Arts at 6:00 p.m. Then on Sunday, the undergraduate students will walk the stage at Redman Stadium. At 10:00 a.m. will be the College of Education, College of Liberal Arts, while the Ziegler College of Business, College of Science and Technology students will walk the stage at 3:00 p.m.

The gates open 60 minutes prior to the ceremony. Clear water bottles will be allowed and the clear bag policy will be in effect.

PPL Announces New Price to Compare for Electricity 

PPL Electric Utilities recently completed an energy auction and the new Price to Compare (PTC), effective June 1, will be 12.366 cents/kWh for residential customers (up from 8.941cents/kWh) and 11.695 cents/kWh for small business customers (up from /9.675cents/kWh).  The increase is due to several market conditions that are impacting most sectors of the economy such as the rising cost of energy supply sources, including natural gas, as well as overall inflation and global economic events. A residential customer who is receiving default service – and paying the new price to compare – will see the price of his or her electricity supply increase by about $34 per month. This is based on average use of 1,000 kWh of electricity per month. The average small business customer using the same 1,000 kWh per month will see an increase of about $20.

Over the next month, PPL will be reaching out directly to customers who are receiving default supply to let them know this price increase will impact their bills. Their goal is to give customers time to prepare and share steps they can take to lessen the impact.  Customers are reminded that PPL doesn’t own the power plants where the energy is generated and encourages them to shop for an electricity supplier. PPL offers numerous bill assistance programs and tools available to help customers who are having trouble keeping up with their electric bills, including:

• Low Income Home Energy Assistance Program (LIHEAP) — A federal program that provides grants to households to help with home energy bills or to pay off past-due balances. LIHEAP applications are being accepted through May 20, 2022.
• OnTrack payment plan — A program that makes managing energy bills easier with lower fixed monthly payments and debt forgiveness for qualifying customers.
• Operation HELP — A fuel fund supported by donations from PPL Electric Utilities employees and customers that provides grants to help customers with their energy bills.
• WRAP — A program that offers free energy-efficiency products, such as LED bulbs, to customers.
• Emergency Rental Assistance Program (ERAP) — A federal program that helps renters affected by financial hardships during the COVID-19 pandemic with free money to cover rent, utility bills, fees, and past-due balances.
• All customers, regardless of income, can also take advantage of other bill help services, including budget billing or choosing a payment due date that works for their budget.

To help customers through this inflationary period, the PPL Foundation is donating $500,000 to Operation HELP. Operation HELP provides grants to help eligible customers pay their heating bills. This contribution will supplement the more than $1 million that our company, employees, and customers donate each year to support Operation HELP.

(Added by The Chamber of Commerce: Chamber members are reminded that World Kinect Energy Services can assist members in finding the most cost-effective solutions for electricity and natural gas supply. There is no cost or obligation to have World Kinect research options for your organization. Click here for more details.)

Republican voters in Columbia County will have four choices for State Representative on the May 17^th primary ballot, while registered Democrats will see only one name. All five registered candidates for the 109^th House District shared their views on a variety of issues at a candidate forum, sponsored by the Chamber of Commerce, Wednesday, May 4^th at Central Columbia High School. The event was streamed live on the Chamber’s YouTube channel and the recording is available here.

Democrat Edward Giannattasio and Republicans Aaron Kline, Robert Leadbeter, Joseph Martin, and Janine Penman each were provided two minutes to respond to questions presented by Fred Gaffney, Chamber president. Topics included PennDOT’s plan to begin tolling interstate bridges, workforce, minimum wage, Pennsylvania’s economy, and election integrity. Audience questions were presented on education funding and COVID-related government orders. All five of the candidates were not supportive of the tolling plan, which is being opposed by the Chamber as part of the No P3 Bridge Tolling Coalition. Candidates were also provided two minutes each for closing remarks.

The Chamber thanks Central Columbia High School Principal Adam Comstock for hosting the event, and Doug Farley, Communications Technology Teacher, and several of his students for streaming the video.

On Tuesday, May 3^rd, nineteen individuals working at member businesses completed the Management & Leadership Certificate Program. Offered in partnership by Bloomsburg University and the Chamber of Commerce, the program was created to help existing employees develop basic management and team leadership skills. Over 120 people have now completed the program over four years.

Rick Flynn and Tina Welch, Welch Performance Consulting, facilitate the five-session program. Topics include: the role of the supervisor and effective communication/listening, understanding what motivates employees and change management, coaching and performance management, navigating a multigenerational and diverse workforce, and conflict management. Upon completion, the participants receive a certificate from Bloomsburg University.

Dates for the Fall offering of the program will be released next month.

Businesses interested in supporting educational programs in Pennsylvania can begin filing applications for the Educational Improvement Tax Credit (EITC) program this month. Tax credits up to 90 percent are available to eligible businesses contributing to a Scholarship Organization or an Educational Improvement Organization, and up to 100 percent for a Pre-Kindergarten Scholarship Organization.

If you are a current participant and you:

• Are entering year two of a two-year cycle, or
• Have just completed a two-year cycle and are applying for a new two-year cycle

Your filing date for 2022 credits is Monday, May 16, 2022

Normally, the early filing date is May 15^th, but since that falls on a Sunday this year, DCED has set the early filing date to Monday, May 16^th, the first business day after the 15^th.

If you:

• Are entering the EITC program for the first time
• Have been past a participant but have been knocked out of the program
• Are currently participating, but want to apply for additional tax credits above your current allocated amount

Your filing date is Friday, July 1, 2022

Pass-through entities, such as S-Corporations, Partnerships, LLCs, etc., can now apply the same day as C-Corporations. Applications must be submitted electronically using DCED’s Single Application for Assistance. Click here for the business application guide.

Businesses may not file before May 16 or July 1, but may fill out the application ahead of time, save it, and then submit it any time between 12:00 a.m. and 11:59 p.m. on the appropriate date. It’s important to file on those exact days.

For those who support Educational Improvement Organizations (EIOs) like The Foundation of The Columbia Montour Chamber of Commerce, this side of the program has been oversubscribed for many years. Most likely, this means that if you are entering the program for the first time, applying to get back into the program, or applying for additional credits, the $37.5 million in available EIO tax credits may be exhausted by the filing date of July 1. However, businesses are encouraged to still apply for EIO credits because businesses drop out of the program every year and there may be EIO credits available. There is no penalty or obligation to apply.

All businesses authorized to do business in Pennsylvania and who are subject to one or more of the following taxes:

• Personal Income Tax
• Capital Stock/Foreign Franchise Tax
• Corporate Net Income Tax
• Bank Shares Tax
• Title Insurance & Trust Company Shares Tax
• Insurance Premium Tax (excluding surplus lines, unauthorized, domestic/foreign marine)
• Mutual Thrift Tax
• Malt Beverage Tax
• Retaliatory Fees under section 212 of the Insurance Company Law of 1921

Businesses that donate to an approved EIO or Scholarship Organization (SO) receive a credit on their Pennsylvania tax liability in the current fiscal year. If you participate for one year, your tax credit is 75 percent of your contribution up to a maximum of $750,000 per taxable year. If you make a two-year commitment, your tax credit increases to 90 percent of your contribution, again up to $750,000 per year.

For contributions to Pre-Kindergarten Scholarship Organizations, a business may receive a tax credit equal to 100 percent of the first $10,000 contributed, and up to 90 percent of the remaining amount contributed up to a maximum credit of $200,000 annually.

For more information on the EITC program, click here.

For the complete application guidelines, click here.

Talen Energy Corporation (“TEC”) announced on May 10^th a major step in its corporate transformation with a recapitalization transaction that is expected to greatly strengthen the financial position of its Talen Energy Supply LLC (“TES” or the “Company”) subsidiary. The transaction will include a new equity investment of up to $1.65 billion, which will accelerate TES’ clean power transformation, advance carbon-free data center growth initiatives, and maximize value to stakeholders.

TES has executed a restructuring support agreement (“RSA”) with an ad hoc group of TES’ unsecured noteholders (the “Consenting Noteholders”). The Consenting Noteholders collectively hold approximately 62% of principal amount of TES’ unsecured notes. Pursuant to the RSA, certain of the Consenting Noteholders have agreed to enter into a backstop commitment with respect to a common equity rights offering of up to $1.65 billion, subject to certain adjustments at closing. The Consenting Noteholders have also agreed to equitize more than $1.4 billion of their unsecured notes pursuant to the Plan. TES expects additional senior unsecured noteholders will join the RSA in the coming weeks.

In addition, TES has secured $1.76 billion of debtor-in-possession financing (the “DIP Facilities”) led by Citigroup, Goldman Sachs, and RBC Capital Markets. The DIP Facilities are comprised of a $1.0 billion term loan, a $300 million revolving credit facility, and $458 million letter of credit facility. The $1.0 billion term loan is being provided by an investor group of leading financial institutions.

In order to effectuate the consensual restructuring contemplated by the RSA, TES and certain of its subsidiaries have voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. Pursuant to the RSA, the Company plans to confirm its plan of reorganization approximately six months following the commencement of this restructuring.

TEC, its Cumulus Growth subsidiary, and TES’ LMBE subsidiaries are excluded from the in-court process. TEC’s Cumulus Growth platform will continue executing on its business plan, constructing carbon-free hyperscale data centers and digital coin processing facilities, as well as renewable energy and battery storage development projects to meet rapidly growing consumer demand for clean, reliable energy. These projects, together with TES’ generation assets, and complementary decarbonization projects, will advance the transformation of the overall business into a clean energy and digital infrastructure platform.

TES expects to continue its day-to-day business in the normal course and intends to move as quickly as possible through the process. TES has filed customary “first day” motions with the Court to ensure no interruption to employee wages, healthcare, and other benefits as well as the ability to conduct routine business with vendors and other business partners, including the resumption of hedging activities. TES’ plants will continue to generate needed electricity for the markets they serve.

Click here for the full press release.

The newest member of The Columbia Montour Chamber of Commerce is JLink Inc., a privately held company for over 20 years, providing internet services, computer sales, and service networking.

The complete IT company offers tailored services that will optimize your company’s IT Service. JLink has that small-town connection with an enterprise class network. They can be located in Bloomsburg at 390 Montour Blvd., or by phone at 570-389-6400.

You can find out more information on JLink Inc. by visiting their website at www.jlink.mobi or by visiting their official Facebook page.

JLink Inc. joins over 425 members of The Columbia Montour Chamber of Commerce to receive benefits and support the Chamber’s efforts to enhance the region.