Family Business Resource Center PPP Webinar Series

Tim Fogerty, Managing Director- First Bank

Mike Shildt, St. Louis Cardinals Manager

June 9, 2020

Presenters:

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Mike Shildt, St. Louis Cardinals Manager

Tim Fogerty, Managing Director, Commercial Banking- First Bank

AGENDA

• PPP Flexibility Act: Tim Fogerty, First Bank

• Leadership in the New Normal: Mike Shildt, St Louis Cardinals

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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

PPP Flexibility Act (PPPFA)

• SBA, in consultation with U.S. Department of Treasury, will promptly issue rules and guidance, a modified borrower application, and a modified loan forgiveness application implementing legislative amendments to the PPP.

• As with past amendments, more detail and clarity on rule changes is included with new Interim Final Rules issued with the U.S. Department of Treasury and SBA FAQ.

• Updates are expected soon.

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PPP Flexibility Act (PPPFA)

Covered Period Flexibility:

• Extend the covered period for loan forgiveness from 8 weeks after the date of loan disbursement to 24 weeks after the date of loan disbursement.

• Provides substantially greater flexibility for borrowers to qualify for loan forgiveness.

• Borrowers who have already received a PPP Loan retain the option to use an 8 week covered period.

• Given the option of the extended covered period of 24 weeks and the reduced restriction on the payroll costs, the focus turns to FTE or wage reduction restrictions

• 60% Payroll – 40% non-payroll costs 6

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PPP Flexibility Act (PPPFA)

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Easing Restrictions on Eligible Expenses:

• Lower the requirement that 75% of borrowers loan proceeds must be used for payroll costs and 75% of the loan forgiveness amount must have been spent on payroll costs during 24 week period.

• Lowered to 60% for each of these requirements

• If borrower uses less than 60% of the loan amount for payroll costs during the forgiveness covered period, the borrower will continue to be eligible for partial loan forgiveness, subject to at least 60% of the loan forgiveness having been used for payroll costs.

• No changes in eligible expenses

• Provides needed flexibility for businesses that were closed or severely impacted by COVID-19

PPP Flexibility Act (PPPFA)

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Payroll Costs- 60% of Loan Proceeds:

Payroll costs consist of compensation to employees (whose principal place of residence is the United States):

• Salary, Wages, Commissions or similar compensation

• Cash tips or the equivalent (based on employer records of past tips, or in the absence of such records, a reasonable good faith employer estimate of such tips)

• Payment for vacation, parental, family, medical, or sick leave

• Allowance for dismissal or separation

• Payment for the provision of employee benefits consisting of group health care coverage, including insurance premiums, and retirement

• Independent Contractors or Sole Proprietors: Wages, Commissions, Income or Net Earnings from self-employment, or similar compensation

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Bonuses:

Question:

Are salary, wages, or commission payments to furloughed employees, bonuses; or hazard pay during the covered period eligible for forgiveness?

Answer:

The Administrator, in consultation with the Secretary, has also determined that, if an employee’s total compensation does not exceed $100,000 on an annualized basis, the employee’s hazard pay and bonuses are eligible for loan forgiveness because they constitute a supplement to salary or wages, and are thus a similar form of compensation.

PPP Flexibility Act (PPPFA)

PPP Flexibility Act (PPPFA)

Non-Payroll Expenses: 40% of Loan Proceeds

• Mortgage Interest paid or incurred including interest on debt incurred before 2/15/20 and secured by real or personal property.

• Rent or lease expense paid or incurred on obligations incurred before 2/15/20.

• Utility costs paid or incurred including: water, gas, electric, telephone, internet, and transportation for which service began before 2/15/20.

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PPP Flexibility Act (PPPFA)

FTE/ Wage Reductions Safe Harbor:

• PPPFA amends June 30 deadline to re-hire workers and restore wages to December 31, 2020

• Section 1106 of the CARES Act specifically requires certain reductions in borrower’s loan forgiveness amount based on:

• Reductions in Full Time Equivalent Employees

• Reductions in Employee Salaries and Wages

• Subject to an important Statutory Exemption for borrowers who have rehired and restored salary and wage levels by the extended date of 12/31/20.

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PPP Flexibility Act (PPPFA)

FTE Reduction Exceptions:

• Employee fired for cause, voluntarily resigns, or voluntarily requires a reduced schedule during the covered period or the alternative payroll covered period

• Borrower may count such employee at the same full-time equivalent level before FTE reduction event

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PPP Flexibility Act (PPPFA)FTE Reduction Exceptions:

• The borrower made a good faith, written offer to rehire such employee (or, if applicable, restore the reduced hours of such employee) during the covered period or the alternative payroll covered period

• The offer was for the same salary or wages and same number of hours as earned by such employee in the last pay period prior to the separation or reduction in hours

• The offer was rejected by such employee and:

• Borrower has maintained records documenting the offer and its rejection

• Borrower informed the applicable state unemployment insurance office of such employee’s rejected offer of reemployment within 30 days of the employee’s rejection of the offer

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PPP Flexibility Act (PPPFA)Additional FTE Reduction Exceptions:

• Employee Availability:

• During the period beginning on 2/15/20 and ending 12/31/20; the amount of loan forgiveness shall be determined without regard to a proportional reduction in the number of full-time equivalent employees if an eligible recipient, in good faith is able to document

• Inability to rehire individuals who were employees of the eligible recipient on 2/15/20

• Inability to hire similarly qualified employees for unfilled positions on or before 12/31/20

• Inability to return to the same levels of business activity as the business was operating on or before 2/15/20 due to compliance with requirements established or guidance issued by the Secretary of Health and Human Services, the Director of the Centers for Disease Control and Prevention, or the Occupational Safety and Health Administration during the period beginning on March 1, 2020 and ending on 12/31/20, related to the maintenance of standards for sanitation, social distancing, and any other worker or customer safety requirement related to COVID-19

More clarity is expected in upcoming IFR and SBA FAQ14

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PPP Flexibility Act (PPPFA)

Repayment Amendments:

• Increase maturity of PPP Loans that are approved by the SBA on or after 6/5/20 to 5 years

• Extend the deferral period for the borrower payments of principal, interest, and fees on PPP loans to the date the SBA remits the borrower’s loan forgiveness amount to the lender or, if the borrower does not apply for forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period

More clarity is expected in upcoming IFR and SBA FAQ

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PPP Flexibility Act (PPPFA)

Payroll Tax Deferment:

• PPPFA allows for employer deferment of payroll taxes for social security consistent with non-PPP borrowers as provided in the CARES Act

• Borrowers may defer 50% of the employer’s share of payroll tax to 2021 and the remaining portion to 2022

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Appendix

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FTE Calculations for Loan ForgivenessWhat effect does a reduction in a borrower’s number of full-time equivalent (FTE) employees have on the loan forgiveness amount?

In general, a reduction in FTE employees during the covered period or the alternative payroll covered period reduces the loan forgiveness amount by the same percentage as the percentage reduction in FTE employees. The borrower must first select a reference period: (i) February 15, 2019 through June 30, 2019; (ii) January 1, 2020 through February 29, 2020; or (iii) in the case of a seasonal employer, either of the two preceding methods or a consecutive 12-week period between May 1, 2019 and September 15, 2019.

If the average number of FTE employees during the covered period or the alternative payroll covered period is less than during the reference period, the total eligible expenses available for forgiveness is reduced proportionally by the percentage reduction in FTE employees.

For example, if a borrower had 10.0 FTE employees during the reference period and this declined to 8.0 FTE employees during the covered period, the percentage of FTE employees declined by 20 percent and thus only 80 percent of otherwise eligible expenses are available for forgiveness. 18

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FTE Calculations for Loan Forgiveness

What does ‘‘full-time equivalent employee’’ mean?

Full-time equivalent employee means an employee who works 40 hours or more, on average, each week. The hours of employees who work less than 40 hours are calculated as proportions of a single full-time equivalent employee and aggregated.

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FTE Calculations for Loan Forgiveness

How should a borrower calculate its number of full-time equivalent (FTE) employees?

Borrowers seeking forgiveness must document their average number of FTE employees during the covered period (or the alternative payroll covered period) and their selected reference period. For purposes of this calculation, borrowers must divide the average number of hours paid for each employee per week by 40, capping this quotient at 1.0. For example, an employee who was paid 48 hours per week during the covered period would be considered to be an FTE employee of 1.0.

For employees who were paid for less than 40 hours per week, borrowers may choose to calculate the full-time equivalency in one of two ways.

• First, the borrower may calculate the average number of hours a part-time employee was paid per week during the covered period. For example, if an employee was paid for 30 hours per week on average during the covered period, the employee could be considered to be an FTE employee of 0.75. Similarly, if an employee was paid for ten hours per week on average during the covered period, the employee could be considered to be an FTE employee of 0.25.

• Second, for administrative convenience, borrowers may elect to use a full-time equivalency of 0.5 for each part-time employee.

Borrowers may select only one of these two methods, and must apply that method consistently to all of their part time employees for the covered period or the alternative payroll covered period and the selected reference period. In either case, the borrower shall provide the aggregate total of FTE employees for both the selected reference period and the covered period or the alternative payroll covered period, by adding together all of the employee-level FTE employee calculations.

The borrower must then divide the average FTE employees during the covered period or the alternative payroll covered period by the average FTE employees during the selected reference period, resulting in the reduction quotient.

Section 1106 of the CARES Act specifically requires certain reductions in a borrower’s loan forgiveness amount based on reductions in full-time equivalent employees or in employee salary and wages during the covered period, subject to an important statutory exemption for borrowers who have rehired employees and restored salary and wage levels by the extended date of Dec. 31, 2020.

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Wage and Salary Reduction Calculations

What effect does a borrower’s reduction in employees’ salary or wages have on the loan forgiveness amount?

Under the CARES Act, a reduction in an employee’s salary or wages in excess of 25 percent will generally result in a reduction in the loan forgiveness amount, unless an exception applies.

Specifically, for each new employee in 2020 and each existing employee who was not paid more than the annualized equivalent of $100,000 in any pay period in 2019, the borrower must reduce the total forgiveness amount by the total dollar amount of the salary or wage reductions that are in excess of 25 percent of base salary or wages between January 1, 2020 and March 31, 2020 (the reference period), subject to exceptions for borrowers who restore reduced wages or salaries. This reduction calculation is performed on a per employee basis, not in the aggregate.

• Example: A borrower reduced a fulltime employee’s weekly salary from $1,000 per week during the reference period to $700 per week during the covered period. The employee continued to work on a full-time basis during the covered period with an FTE of 1.0. In this case, the first $250 (25 percent of $1,000) is exempted from the reduction. Borrowers seeking forgiveness would list $400 as the salary/hourly wage reduction for that employee (the extra $50 weekly reduction multiplied by eight weeks).

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Wage and Salary Reduction Calculations

How should borrowers seeking loan forgiveness account for the reduction based on a reduction in the number of employees relative to the reduction relating to salary and wages?

To ensure that borrowers are not doubly penalized, the salary/wage reduction applies only to the portion of the decline in employee salary and wages that is not attributable to the FTE reduction. The Act does not address the intersection between the FTE employee reduction provision in section 1106(d)(2) and the salary/wage reduction provision in section 1106(d)(3). To helpensure uniformity across all borrowers in applying the FTE reduction provision and the salary/wage reduction provision, the Administrator, in consultation with the Secretary, has determined that the salary/wage reduction applies only to the portion of the decline in employee salary and wages that is not attributable to the FTE reduction. This approach will help ensure that borrowers are not doubly penalized for reductions.

• Example: An hourly wage employee had been working 40 hours per week during the borrower selected reference period (FTE employee of 1.0) and the borrower reduced the employee’s hours to 20 hours per week during the covered period (FTE employee of 0.5). There was no change to the employee’s hourly wage during the covered period. Because the hourly wage did not change, the reduction in the employee’s total wages is entirely attributable to the FTE employee reduction and the borrower is not required to conduct a salary/wage reduction calculation for that employee.

The Administrator considered applying the salary/wage reduction provision in addition to the FTE reduction in situations similar to the example above because section 1106(d)(3) refers to reductions in ‘‘total salary or wages’’ in excess of 25 percent. However, the Administrator determined that, based on the structure of section 1106(d)(2) and section 1106(d)(3), Congress intended to distinguish between an FTE reduction on the one hand and a reduction in hourly wages or salary on the other hand.

This interpretation harmonizes the two loan forgiveness reduction provisions in a logical manner consistent with the statute.

Section 1106 of the CARES Act specifically requires certain reductions in a borrower’s loan forgiveness amount based on reductions in full-time equivalent employees or in employee salary and wages during the covered period, subject to an important statutory exemption for borrowers who have rehired employees and restored salary and wage levels by the extended date of Dec. 31, 2020.

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Leading in the New Normal

Mike Shildt, St. Louis Cardinals Manager

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Thank You

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