Administration

Key Questions CFOs Should Ask Before Acquiring a Company

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A Fiduciary Advisor's Perspective:

When businesses look to acquire another company, one area that often gets overlooked during the due diligence process is the target company’s retirement plans. However, from a fiduciary standpoint, failing to properly assess this area could expose your company to significant liabilities.

As a fiduciary advisor, one of our core responsibilities is to help businesses navigate this complex area of mergers and acquisitions (M&A). Whether the transaction is an asset sale or a stock sale, understanding the status and structure of the acquired company’s retirement plan is crucial. Below, we’ll explore the key questions CFOs should be asking, why these questions are so important, and how to make informed decisions before the deal closes.

1. Is the Acquired Company’s Current Plan Compliant with ERISA Regulations?

This is arguably the most important question a CFO should ask. The Employee Retirement Income Security Act (ERISA) establishes strict requirements for the administration of Corporate Retirement Plans. A target company’s failure to comply could result in significant penalties and even lawsuits.

As a fiduciary advisor, we would conduct a thorough compliance review of the acquired company’s plan, looking at:

  • Plan documents
  • Past audits
  • Regulatory filings
  • Any history of penalties or compliance issues

Discovering compliance issues post-transaction can lead to costly fixes, audits, or penalties. Identifying these risks early helps the acquiring company decide whether to terminate the plan, keep it separate, or merge it with their existing plan.

2. What is the Plan’s Design and Structure?

Every retirement plan is structured differently, so it’s essential to understand the acquired company’s plan design. How do their vesting schedules, matching contributions, and loan provisions compare to your current plan? More importantly, do these features align with your company’s overall benefits philosophy?

Understanding the acquired company’s plan design can help avoid future complications. For example, if their plan offers benefits that are significantly more generous than your current plan, employees could feel upset about losing those benefits if the plans are merged. Conversely, if their plan is less generous, there could be participation issues down the road.

Questions around plan design should also touch on:

  • Participation rates
  • Any unique plan provisions
  • Contribution levels from both employees and the employer

As advisors, we would look for any areas where the plan may be out of sync with your current plan or industry best practices.

3. What are the Funding Status and Investment Options?

Next, you’ll want to ask about the financial health of the acquired company’s retirement plan. Is it adequately funded, and are there any unfunded liabilities? Underfunded plans could leave the acquiring company with the burden of making up the shortfall, especially in stock sale situations where liabilities are inherited.

Another critical area is investment options. Does the target company offer a diverse, low-cost portfolio of investment choices? Are any of their funds underperforming or high cost? Merging your plan with one that offers inferior investment options could increase fiduciary risk.

As part of our role, we conduct an investment review to ensure that the plan’s options are appropriate and meet fiduciary standards. If the acquired plan’s investment lineup doesn’t pass our scrutiny, we’ll recommend steps for improvement or transitioning the plan into your current investment platform.

4. What Service Providers and Fees are Involved?

Retirement plan fees have become a significant area of scrutiny in recent years, with lawsuits and regulatory actions targeting high fees. Understanding who the acquired company uses for recordkeeping, advisory services, and custodial work—and how much they’re charging—is essential.

If the service providers are charging excessive fees, this could be a red flag. At the very least, these fees should be benchmarked against industry averages to ensure they are reasonable. Transitioning service providers can often come with penalties or disruption, so understanding those costs early can help you decide the best course of action.

As fiduciary advisors, we can assist in benchmarking fees and identifying areas where cost-saving measures can be applied without sacrificing the quality of service.

5. What Type of Transaction is It—Asset Sale or Stock Sale?

The type of sale—whether it’s an asset sale or a stock sale—will determine what happens to the acquired company’s retirement plan. In an asset sale, the buyer typically doesn’t assume responsibility for the seller’s plan. This often leads to the plan being terminated, and employees having the option to roll their assets into the buyer’s plan or an IRA.

In a stock sale, the buyer assumes both the assets and liabilities of the seller’s plan. This means the buyer could inherit any compliance issues, fiduciary breaches, or underfunded liabilities. In these cases, merging the plans or maintaining them separately becomes a crucial decision.

We work closely with CFOs to assess the risks of each scenario. If the transaction is an asset sale, we’ll guide you through the plan termination process, ensuring compliance and assisting with participant communications. In stock sale scenarios, we provide recommendations on whether to merge the plans or keep them separate, based on an in-depth risk assessment.

6. How Will Merging or Terminating the Plans Impact Employees?

The last key question is about the impact on employees. The acquired company’s employees may be accustomed to certain plan benefits that don’t align with your current retirement plan. Merging or terminating plans can create confusion or dissatisfaction among employees if not handled properly.

It’s essential to communicate clearly with employees about any changes to their existing plan. We help CFOs develop communication strategies that explain the benefits of any changes and ensure a smooth transition for all parties involved.

Conclusion

Acquiring another company involves more than just assessing their financials and operations. The company’s retirement plan represents a significant area of fiduciary risk if not carefully examined. By asking the right questions—and working with a knowledgeable fiduciary advisor—you can reduce liability, ensure compliance, and make decisions that benefit both your company and its employees.

If you’re in the process of acquiring a company and need help evaluating their retirement plan, reach out to us. We’ll help you conduct thorough due diligence and make informed decisions that align with your fiduciary responsibilities.

Have You Outgrown Your PEO?

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As a retirement plan advisor for small businesses, navigating the landscape of Professional Employer Organizations (PEO) can be both challenging and rewarding. While PEOs offer invaluable services for startups and growing businesses, there comes a time when your business might outgrow its PEO. Recognizing this milestone is crucial for your company’s evolution and can significantly impact your bottom line and employee benefits strategy.

Why Leave a PEO?

Perhaps, your journey with a PEO may have started because of the immediate benefits in HR management, employee benefits, payroll, and compliance support. PEOs offer the advantage of securing workers’ compensation insurance at lower costs and allowing small and mid-sized businesses to offer competitive benefits packages. However, as your business matures, pain points arise which might lead you to reconsider this relationship:

  • Cost Considerations: It can be difficult to assess the fees that you actually pay to a PEO for their services. Often times, the administrative cost paid to the PEO is significantly higher than the bundled cost to provide services. Comparing the cost to “rebuild” your PEO independently, you can often times find significant cost savings.
  • Desire for Control: As businesses expand, the need for customized HR and benefits solutions becomes apparent. Especially in competitive industries where competing for candidates is extremely difficult. PEO’s often times can’t keep up with benefits offered in the marketplace.
  • Vendor Selection: Partnering with a PEO means your choices for health benefits, workers’ compensation, and other services are often limited to the PEO’s selections. This results in poor vendor alignment and cost/benefit tradeoffs that limit choice and competitiveness.

Timing and Considerations for Exiting a PEO

Deciding to exit a PEO relationship requires careful planning and consideration of several key factors:

  • Tax Consequences: Exiting mid-year can potentially have tax implications, such as double-taxation on FICA and FUTA due to nontransferable employee wage bases.
  • Replacing Services: You will need to find alternatives for payroll, HR, compliance, and benefits administration. This might include hiring internal staff and partnering with new vendors.
  • Insurance and Benefits: Transitioning out of a PEO means securing your own workers’ compensation, health insurance, 401k and other benefits.
  • Timing is critical to make sure that all of your services are ready to go when you exit the PEO. Even one missing link can make an exit impossible and keep you in your contract for another year.

Assembling the Right Team

The good news is that experts can solve for all of these problems. Successfully transitioning away from a PEO requires assembling a team of experts to ensure a smooth changeover and continued compliance:

  • Payroll/HRIS Provider: An essential member of your transition team, a payroll/HRIS provider will ensure that your payroll and human resource information systems are seamlessly migrated and set up to support your company’s operations without interruption. The right provider will offer solutions that are scalable and customizable to your growing business needs, facilitating payroll processing, benefits administration, and compliance with labor laws.
  • Benefits Broker: An experienced broker can help you navigate the complexities of health insurance and other benefits to find the best fit for your company and employees.
  • Insurance Agents: For workers’ compensation and liability insurance, specialized agents can offer competitive options outside the PEO model.
  • Financial Advisor: A financial advisor can provide guidance on the tax implications of exiting a PEO and assist in restructuring your benefits and retirement plans to maintain or improve financial health.
  • HR Consultant: To fill the HR gap left by the PEO, an HR consultant can help establish internal HR functions tailored to your company’s specific needs.

Conclusion

Transitioning away from a PEO is a significant decision that impacts every aspect of your business, from financial planning to employee satisfaction. By carefully assessing the timing, preparing for the change, and assembling the right team of experts, you can ensure that this transition supports your company’s growth and long-term success. By embracing this change you can create a wealth of opportunity to create a custom benefits, HR and compliance strategy to help you compete for talent and add to your bottom line. 

For more information on how we’ve helped others in the past, click the link below. 

2024 Trends in Retirement Plans

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As we step into 2024, the world of retirement planning continues to evolve. It’s a great time to look ahead and understand what will guide us in improving retirement outcomes for our clients and their participants. This year, we expect to see a mix of familiar trends from the Secure Act 2.0 and new focuses on personalization and financial wellness. Also, we’re keeping an eye on how the economy will influence our strategies, especially with the upcoming election and the Federal Reserve’s actions against inflation. Here are the major themes we are working on this year:

1. Secure Act Updates

Changes continue to be implemented with the passage of the Secure Act 2.0. Some changes were delayed such as the Roth Catch-up requirement which will take place after 2025, however, there are some mandatory and optional that we are focusing on.

Long Time Part Time Employees.

Employers will now be required to allow long-time part time employees to defer into their 401k if they have worked at least 500 hours of service in each of three consecutive 12 month periods and have attained age 21. That requirement is reduced to two consecutive 12 month periods for plan years after 2025. Additionally, for plan years after December 31, 2024, 403b’s will be required to adopt these new provisions.

Matching contributions on student loan payments

Starting this year, Retirement Plans may treat certain student loan payments as plan contributions for the purpose of match contributions. This provision may mean that employees who make qualified payments on student loans can receive a match even if they were not able to contribute to their plan.

Emergency savings accounts linked to retirement plans

Starting in 2024 the Secure Act 2.0 allows for plan participants to make pre-tax payments to a linked emergency savings account up to $2500 and withdraw up to $1000 without penalty. Providing access to participants to emergency savings when they need it and still save for retirement could help alleviate the anxiety of saving in a retirement plan for lower income workers.

The Secure Act has many other provisions being implemented in 2024 as well. It is important that you discuss with your Administrator to ensure compliance.

2. Personalization

A key area of improvement in the defined contribution space is the increase in levels of personalization at the participant level. By using key demographic information already known by the plan and information received directly from plan participants, 401k and 403b providers can create personalized saving and investment plans for employees at scale. Our approach to personalization is to utilize a tiered approach depending on the level of engagement from plan participants.

Plan-level personalized reporting and engagement

Often times participants are disengaged or recordkeepers don’t have the necessary technological solutions for detailed personalized planning. When that happens, we are finding innovative ways to use readily available plan demographic data to create personalized reports. This strategy enables us to identify participants who need help, so we can proactively reach out to them.

Increased use of Managed Accounts for engaged participants

When participants are engaged and the recordkeeper has appropriate and cost-effective technology solutions, managed accounts can provide an advanced level of personalization for retirement savers. Managed accounts allow professional third-party management of a participants retirement account based on demographic data and input from engaged participants.

When utilizing managed accounts in a retirement plan it is essential to monitor the program to ensure that participants who are paying extra for the service receive additional value through personalization.

3. Focus on Financial Wellness

Technology improvements and engagement

In 2024, there’s a heightened focus on financial wellness within 401(k) and 403(b) plans. Technological solutions are playing a key role, offering sophisticated tools that provide a comprehensive view of an individual’s financial health, including retirement readiness. More providers are entering the market increasing engagement and reducing costs. These new tools are increasing engagement and helping participants create healthier relationships with their money.

Retirement Income hits the mainstream

There is a growing momentum for in-plan retirement income strategies. Plans are increasingly incorporating features that help participants transition their savings into a stable income stream for retirement, addressing concerns about outliving their resources. This shift underscores the evolving role of 401(k) plans from mere savings vehicles to comprehensive retirement planning tools.

As the retirement income market evolves, platforms and investment managers are creating innovative retirement income products at lower costs to benefit more participants.

4. Economic Disruption

The 401(k) landscape in 2024 is also navigating through economic disruptions. The influence of the Federal Presidential election is sure to be contentious and could potentially mean social and economic disruptions through the 2024 election season. 

Furthermore, the Federal Reserve’s efforts to achieve a ‘soft landing’ amidst economic uncertainty are crucial. The Fed’s monetary policies, aimed at stabilizing inflation while avoiding a recession, play a significant role in shaping the investment landscape. Participants and plan sponsors must stay vigilant, adapting their strategies to these evolving economic conditions to safeguard retirement assets.

Conclusion

The 401(k) and 403(b) landscape in 2024 presents both challenges and opportunities. Staying informed and adaptable is key to navigating this dynamic environment. Whether you’re a plan sponsor or a participant, understanding these trends is vital for making strategic decisions that secure a comfortable retirement.

Top 401k Trends in 2023

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As 2023 continues to unfold, shifts in the 401k landscape are redefining how we plan for retirement. Today, we delve into the top 4 trends that are shaping fiduciary governance for 401k Trends in 2023: Retirement Income Solutions, SECURE Act 2.0 updates, Fallout from the Supreme Court ruling in Hughes v. Northwestern, and the rising importance of data privacy.

1. Retirement Income Solutions:

Guaranteed income solutions are gaining traction as participants seek the comfort of predictable payouts in their golden years. Employers are increasingly integrating these solutions into their 401k plans, leveraging innovative annuity products and bond ladders. The trend recognizes that a secure retirement isn’t just about accumulating wealth; it’s about ensuring that wealth translates into a stable income. However, with the rise of such solutions, plan fiduciaries must consider the added complexity and work to ensure these options are in the best interest of the participants.

2. Secure Act 2.0 Updates:

 The Secure Act 2.0 was signed into law in December 2022 and includes several updates that plan sponsors should be aware of. One of the most significant updates is the increase in the age for required minimum distributions (RMDs) from 72 to 73 starting on January 1, 2023, and then further to 75 starting on January 1, 2033. It is important to note that recordkeepers must make changs to their systems to accommodate these new regulations.

3. Active Funds: Are They Worth the Premium?

Despite the trend towards low-cost passive funds, active funds maintain a substantial presence in 401k plans. These funds, characterized by hands-on management and potentially higher returns, often come with higher fees. As fiduciaries, it’s essential to scrutinize these options thoroughly. Are the potential returns justifying the cost? Regularly benchmarking fund performance and fees is crucial to ensure participants are receiving value for the fees they are paying.  It is also important to note that all investments must be appropriate for the plan’s participants, as determined by the recent Northwestern Supreme Court case. 

4. Data Sharing and Participant Privacy:

As digital transformations permeate the financial sector, participant data privacy is paramount. Increased data sharing between plan administrators, payroll providers, and third-party service providers can enhance the participant experience. But it also necessitates robust safeguards to protect sensitive information. Fiduciaries must ensure data privacy policies are in place and enforced. In 2023, striking a balance between personalized services and data security is a challenge that every plan sponsor needs to meet.

In conclusion, 2023 is proving to be a dynamic year for 401k plans. These 401k trends in 2023 underscore the need for fiduciaries to stay informed and adaptable, continually working to ensure plans meet the evolving needs of their participants while protecting their interests. Staying ahead of these developments is key to providing a retirement plan that is not just compliant, but also helps provide better outcomes for your employees. 

SECURE Act 2.0 Webinar recap

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Recap: SECURE Act 2.0 Webinar

Greetings fellow business owners, have you heard the news about the Secure Act 2.0? This newly enacted law is a game-changer when it comes to retirement plans, and it has some exciting provisions that could benefit you and your employees.

Secure Act 2.0 includes provisions to expand plan coverage, increase retirement savings, preserve retirement income, and simplify retirement plan rules for plan sponsors. This means that it’s now easier than ever for your employees to save for their future, and it’s simpler for you to offer retirement plans to your workforce. Plus, there are new tax credits for small businesses that make it even more enticing to provide retirement plans to your employees.

One of the most significant changes is the ability to allow employer matching or non-elective contributions to be treated as Roth contributions. This is a fantastic way to help your employees save more money for their future, while also providing tax benefits for your business. Additionally, the IRS is changing the penalty for failure to take a Required Minimum Distribution (RMD) from 50% to 25%, which can be a significant relief for those who may have overlooked this requirement in the past.

Furthermore, new 401(k) plans must include an auto-enrollment feature after the 2022 plan year, making it easier for your employees to start saving for their future. And for those who like to keep things interesting, Secure Act 2.0 also allows Simple IRAs to include Roth contributions, 401(k) plans to upgrade to a 401(k) plan during the year, and 529 plans to rollover to Roth IRAs.

However, it’s important to note that implementing these changes isn’t as simple as flipping a switch. Plan sponsors must decide which provisions to add to their plans and coordinate with payroll departments and plan providers to implement the changes. Also, plans must provide a paper benefit statement at least once a year for defined contribution plans and once every three years for DB plans.

In conclusion, Secure Act 2.0 is a fantastic opportunity to enhance your retirement plans and help your employees save more money for their future. If you’re interested in taking advantage of the new changes, make sure to talk to your plan provider or financial advisor about how to implement these provisions in a way that benefits both your employees and your business.

Would You Work for Free?

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Would You Work for Free?

Recently, I was on a call with a new prospect, a CPA, discussing his 401k plan.  During our call, we got to the subject of the fees he is currently paying for his 401k plan.

After some back and forth, Mr. CPA told me that he was not paying anything for his 401k plan. When I mentioned, that he may not have a direct bill but the fees are lumped in with the investments, which is typical in older plans, he got angry and ended the call saying: “We’ve been down this road before and we pay NOTHING for our 401k plan.”

This call got me flustered, and I was genuinely upset after hanging up, or rather, getting hung up on!

Given how much attention the 401k industry has paid to fees since Fee Disclosure was introduced in 2012, I thought that we had moved past fees.  I thought employers had at least been given enough information to know that they are paying someone something for their 401k plan.

If a CPA could fall for this sales pitch, Houston, we still have a problem.

So, this begs the question, would you work for free?

I think the obvious answer to that is, No! No one would work for free, nor should they. There are a lot of moving parts to a 401k and the thought that a company would take custody of your money, keep track of your individual employee’s accounts, create a website and mail statements for free doesn’t make sense.

The point is, there are at least 3 different entities that are being paid for from your 401k Plan. They are: The Recordkeeper, The Investment Management Company, and The Advisor.  In some arrangements you will also have a Third-Party Administrator who can get paid from the plan.

I can assure you that none of these parties work for free.  If you don’t receive a bill directly from any of these parties, that means that they are receiving fee’s directly from your plan assets.  This is a process called revenue sharing, and it is the way that plans historically paid for their 401k’s.

A Primer on Revenue Sharing

 Today, most plans are paid for by the revenue from funds in an ERISA bucket or Plan Expense Account or by moving to a more transparent process we call “zero-revenue” which strips out the fee payments from the investments and bills either the company or participants directly for plan related services.  Either way, fees that come from plan assets, need to be accounted for.

All fees aren't bad

Fee’s aren’t inherently bad, but high fees are. Sometimes, you do get what you pay for and there are no rules that say you need to pay the lowest fees possible, but as a sponsor of a 401k or 403b plan, it is your fiduciary duty to understand who is receiving fees from your plan and to ensure that those fees are reasonable for the services that they are providing.

All of these fees can be found on your Fee Disclosure statement that you can get from your provider.  I encourage you to take some time to look at those statements and work with someone who can make sense of the fees and whether you are paying a reasonable amount for services. 

If it sounds too good to be true it may be

The phrase “Too good to be true” should come to mind anytime someone says that they are giving you anything for free.  As a rule of thumb, if someone says that your 401k plan is “Free” they probably don’t want you to take a closer look. 

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