Guest Blog

​The successful construction of a home requires skilled contributions from multiple building industry professionals including architects, roofers, drywall installers, plumbers, & electricians. Select the wrong parties and the project will have delays, cost overruns, and potentially an unhappy homeowner.

The sale of a business is a sophisticated, nuanced process requiring comprehensive knowledge, experience, and superior skill. It is a process that most entrepreneurs are unfamiliar with when they begin to think about retirement.  Intelligent entrepreneurs surround themselves with high caliber professionals.  The following are the important advisors to place on your team if you are looking to sell a business for a strong market value in a transaction employing best practices.

The quarterback of a business sale team is the business broker. The professional services provided by an intermediary in selling a company require extensive experience and knowledge to perform at a high level. The first service provided is the valuation of a business. Valuing a business is a complicated, subjective science incorporating accounting, finance, and investment principles on one side of the spectrum and expertise similar to assessing art on the other. The ability to price a business incorporating knowledge of the 2023 buyer climate and create a competitive marketplace for parties to acquire a company are two reasons why only a professional intermediary with a resume of success should be engaged.  In many cases, only one opportunity for selling in a confidential environment at a premium value exists for an entrepreneur. Potential buyers located, the next step is to facilitate information provision and negotiations in a manner that ensures all relevant elements are addressed and decisions are made from a foundation of knowledge.  The top business brokers in the marketplace will work for free being compensated with a percentage of the sale when the transaction is completed. Salespeople requesting retainers convey a lack of confidence in their ability to perform.

A business broker selected, they will be joined on the transaction team by the accountant and attorney of the business owner. A similar pairing will exist on the buyer side of the transaction. Roles of the accountant include assessing the valuation, supporting due diligence (Essentially a building inspection of a business), and providing guidance on tax allocation. Attorneys mitigate post transaction liability.

An additional professional needed in most deals is a banker. Although at face level a buyer supporting professional, in fact this is a VERY important party to the seller, as the ability to get the deal financed will impact the percentage of cash and price received at closing.

Failure to build the right advisory team will likely cost an entrepreneur money in   sale price, cash at closing, taxes, or potential deal trailing liabilities. The top business brokerage firms have a significant Rolodex of professional advisors they can introduce to buyers & sellers. | Joseph Hollcraft, IBA

Additional information on IBA, an ORLA Allied Partner, can be found at www.ibainc.com. Contact Joseph Hollcraft at 503.739.4880, and Gregory Kovsky, IBA’s President & CEO, at 425.4543052.

Guest Blog

The online holiday shopping season is here, and millions of Americans will be looking for that great deal, but so will hackers looking to take advantage of unsuspecting shoppers.

With more than $8.8 billion lost last year to scams and fraud, according to the Federal Trade Commission, it’s important to shop safely while online. Cyber criminals are searching for weaknesses in your devices or internet connections or will attempt to extract personal and financial information through fake websites or charities.
  
The best defense against these threats is awareness. The Cybersecurity & Infrastructure Security Agency (CISA) has some valuable tips on easy things all of us can do to shop more safely this holiday season. 

CISA, recommends you take these steps all year long, not just during the holidays. Doing this could save you from being an online target of hackers.

• Use Strong passwords. Make them unique to each account and complex.
• Enable multifactor authentication for your accounts. That means before an app or account opens, you integrate a second layer of approval through text or email.
• Think before you click. Most successful cyberattacks start with a phishing email asking you to click a link.
• Update your software on all devices, regularly. Running the latest version of software helps ensure the manufacturers are still supporting it and providing the latest patches for vulnerabilities.

And specifically for the holiday season CISA recommends:

• Check your devices. Before making any online purchases, make sure your device is up to date.
• Shop Only Through Trusted Sources. Verify a business’s legitimacy before sharing personal information.
• Use Safe Methods for Purchasing 
  • Cyber criminals will often send phishing emails—designed to look like they’re from a retailer.
  • Use credit card instead of debit (improved chance of recovering stolen funds).
  • Check your statements, frequently.
  • Watch out for emails asking for information about you.

For more information on CISA’s safe online holiday shopping tips visit our website at cisa.gov/shop-safely.

This guest blog was submitted by Cybersecurity & Infrastructure Security Agency (CISA). For more information on guest blog opportunities, contact Marla McColly, Business Development Director, Oregon Restaurant & Lodging Association.

FOR IMMEDIATE RELEASE

CONTACT:
Jason Brandt, Oregon Restaurant & Lodging Association      
503.302.5060 | [email protected]

ORLA Files Suit Against City of Albany for Tax Expenditures
The motion filed in Linn County District Court alleges misuse of lodging taxes based on state law requirements

Wilsonville, OR– The Oregon Restaurant & Lodging Association (ORLA) filed a lawsuit this week against the City of Albany in Linn County Circuit Court.

ORLA contends the City has not reinvested lodging tax dollars originally used to pay off remaining debt for the Linn County Fair & Expo Center back into tourism promotions and/or other tourism-related facilities as required by state law.

“ORLA, on behalf of our local lodging and restaurant operators, has done everything we can to find agreement with City administrators for over a year in hopes of avoiding legal action,” said Jason Brandt, President & CEO for the Oregon Restaurant & Lodging Association. “Unfortunately, City administrators appear to be undeterred and unwilling to concede dollars previously used to pay off debt for the Linn County Fair & Expo center must be reinvested in tourism promotions and/or tourism-related facilities as required by state law.”

Oregon Revised Statute (ORS) 320.350 prohibits local governments from decreasing the percentage of Transient Lodging Tax (TLT) revenues spent to fund tourism promotion and tourism-related facilities once tourism-related facility debt is paid off.

“The City has had two choices available to them since retiring debt associated with the Linn County Fair & Expo Center,” said Brandt. “They could have reinvested those dollars in other tourism-related facility projects or tourism promotional campaigns bringing benefits to both residents and visitors, or they could have chosen to reduce the industry tax rate after paying off the debt. Unfortunately, these options have not been embraced and our industry seeks to hold the City of Albany accountable for its failure to comply with state law.”

The hospitality industry remains focused on embracing shoulder and off-season promotions to entice visitors to local communities across Oregon year-round.

“We know the diversion of lodging taxes in support of other local government priorities shortchanges our ability to bring visitor dollars to our restaurant, lodging, and retail businesses year-round,” said Brandt. “Our promotional campaigns at strategic times of the year to targeted tourism markets can bring significant revenue to our local economies and sustain year-round employment for our hard-working teammates in the industry.”

The lawsuit filed with Linn County Circuit Court can be viewed through the following link:
Complaint: ORLA v. City of Albany

Learn more about how Oregon lodging tax is defined in this video. For more information on the efforts of the Oregon Restaurant & Lodging Association please visit OregonRLA.org. 

Guest Blog

As owners of successful hospitality businesses approach retirement, questions of legacy, succession, and financial planning loom large. For many entrepreneurs, funding their golden years requires selling the company and transitioning the proceeds from the sale into passive income generating assets. Selling a privately held company or family business is a sophisticated, nuanced process. The following elements are commonly addressed during negotiations in a business sale transaction. 

Price - The sale price of a business is a reflection of the company’s market value determined in good faith negotiations between equally motivated parties.  The final negotiated value will be impacted by the economic environment, the ability to create a robust, competitive marketplace in a confidential environment, and justification of the value to prospective buyers and their professional advisors.

Terms - Flexibility in deal structure is key to maximizing business value. Elements of seller financing and deferred compensation can significantly increase the total purchase price and deliver tax savings. A performance-based mechanism to supplement the fixed price can capture market share, intellectual property potential, and anticipated revenue growth from executive, strategic initiatives with appropriate risk allocation between the parties. Financing part of the purchase price for a qualified buyer can reduce the seller’s tax liability and open the door to more cash at closing if it supports bank acquisition capital. 

Seller’s Assistance - A period of transition training to ensure a smooth transfer of operations is customarily part of a transaction. The level of post-sale engagement depends on the complexity of the business model and the successor’s needs. Support can include in-person training, virtual consulting, employment contracts, and retained equity. 

Covenant-Not-To-Compete - An intelligently structured non-competition agreement will protect the buyer’s investment while preserving the seller’s ability to engage in areas not deemed to be in competition with the sold business. 

Tax Allocation - In an asset sale, the purchase price is commonly allocated among goodwill, equipment, inventory, non-competition, and consulting agreements.  Stock sales still have the potential for amortized assets and tax strategy.  The input of tax professionals is advised to determine the best tax allocation of assets and ensure mutually beneficial tax treatment for both parties.

Timeline - Establishing a targeted closing date creates a strategic roadmap for measurable progress toward deal completion.  Important key target dates to establish include satisfaction of due diligence and feasibility contingencies, legal documentation finalization, securing of financing, and receiving any necessary licensing or third-party consents. 

There is no substitute for knowledge, experience, and superior skill in negotiating the sale of a privately held company or family business.  IBA has sold more businesses in the Pacific Northwest than any other firm.  All communication with IBA is held in strict confidence.  100% of IBA’s fees are performance based.  

Additional information on IBA can be found at www.ibainc.com. Joseph Hollcraft, an ORLA Allied Partner and this blog’s author, can be reached at 503-739-4880; or Gregory Kovsky, IBA’s President & CEO, can be reached at (425) 454-3052, [email protected], [email protected], or www.ibainc.com/2023.

Guest Blog

Oregon Dairy and Nutrition Council works on behalf of dairy farm families to build trust and demand for local dairy foods. 

Oregon is An Agricultural Wonderland
Throughout the state of Oregon, a thriving food and drink industry means that locally made foods are in abundance. More than 220 high-quality crops are grown here, placing Oregon 6th in the U.S. for crop diversity. With our rich volcanic soil, clean mountain air, pure spring water and diverse climate zones, Oregon is not only an exceptional place to grow crops, but a place where people (and dairy cows) thrive. 

Happy, Responsibly Raised Cows Make Great Milk!  
The Oregon dairy community’s unwavering eye on sustainability and social responsibility has resulted in an impressive 11 US Dairy Sustainability awards for the region in the last 10 years. Dairy farmers are committed to being stewards of the land, and focus on upcycling byproducts, particularly to maintain good nutrition for their herds, reducing water usage, and adapting new game-changing technologies.  As of 2023, Oregon has 156 dairy farm families caring for more than 126,000 cows. Dairy farms across the state vary in size, from just a few milking cows, to as many as 30,000. Oregon dairy farms of all sizes ensure the high quality of the milk they produce by raising healthy, happy cows. Oregon milk consistently ranks in the nation’s top five for quality, which we can enjoy in the premium and award-winning dairy products that are crafted here. 

From Great Milk, Comes Exceptional Cheese  
You can find every type of artisan cheese within the borders of our state…from brie to blue, and fromage blanc to aged cheddar.  Our award-winning, premium cheeses stand out in both national and international competitions. Oregon artisan, farmstead, and specialty cheesemakers took home 18 medals, including blue ribbons in six categories, at the American Cheese Society’s (ACS) 2023 Annual Cheese Competition. Oregon is also home to the 2019 World’s Best Cheese winner – Rogue River Blue by Rogue Creamery, the first and only USA cheese to ever win the coveted top honor at the World Cheese Awards.

Dairy IS Oregon
Our local dairy farms and cheesemakers in Oregon are an essential part of our communities. These businesses provide jobs, support community programs, give back to local organizations and are champions of Oregon as a destination to live, work and play. By choosing Oregon, you’re not just supporting our farming families and passionate artisans, you’re getting some of the best cheeses being made today.  

Eat More Cheese!
Oregon made cheeses elevate any cheeseboard, salad, burger, breakfast sandwich, and more with a bit of wild landscape and handcrafted love in every delicious bite. You can discover Oregon cheese at your local farmer’s market, independent and natural grocers, or by visiting one of the 15 cow’s milk creameries in the state. Learn even more about these unique cheese makers and the delicious and diverse range of products on offer by visiting  Oregoncheeseguild.org/cheesemakers.