S Corporations Can Benefit Many Closely-Held Hospitality Firms

In his discussion - S Corporations Can Benefit Many Closely-Held Hospitality Firms - by John M. Tarras, Assistant Professor, School of Hotel, Restaurant & Institutional Management at Michigan State University, Assistant Professor Tarras initially offers: “Organization as an S corporation has many advantages for hospitality firms since passage of the Tax Reform Act of 1986. The author discusses those advantages and lists the disadvantages as well.” In the opening paragraphs Tarras alludes to the relationship between hospitality firms, S corporations, and the Tax Reform Act of 1986, and then defines what an S corporation is. “An S corporation is a form of business entity that combines many of the tax advantages of partnerships with the legal attributes of a corporation, including limited liability for its shareholders. Its name is obtained from a subchapter of the Internal Revenue Code. Except for tax purposes, the S corporation is treated in the same manner as any regular corporation. Like a partnership, income and losses for an S corporation are generally passed through directly to shareholders for inclusion on their individual returns. An S corporation thus avoids the double tax problem facing regular corporations.” There are certain criteria to be met and caveats to be avoided in qualifying for S corporation status. Tarras lists and cites these for you. “Due to the complicated nature of S corporations, the election may be inadvertently terminated if the eligibility requirements are violated,” Tarras expands and cites. As the article suggests at the outset, there are advantages and disadvantages to S corporation status; the author outlines some examples for you. “Traditionally, the S corporation has been used by hospitality firms wishing to avoid the "double tax" problem of a regular corporation,” Tarras informs you. “Regular corporations are taxed once at the corporate level, and again at the shareholder level when income is distributed to shareholders in the form of dividends.” Tarras advises you as to why an S corporation is an advantage in this situation. “Since the S corporation generally is not subject to any corporate taxes, it generally makes no difference whether distributions to shareholders of S corporations are characterized as compensation or dividends,” thus the double tax is avoided. This is just one such positive illustration. Assistant Professor Tarras wants you to know: “Perhaps the most important reason to consider the S corporation has to do with the downward revision of tax rates for both individuals and corporations.” He highlights a case study for you. Some of the disadvantages of S corporation affiliation are the caveats alluded to earlier. They include, “the limitation of an S corporation of 35 shareholders,” Tarras cites. “Also, there are limits as to who may own stock in an S corporation.” These are but two of the limitations of an S corporation. Tarras closes with a further glimpse of the down-sides of an S corporation.

Risks to Hospitality Firms in the International Arena

Much potential for growth in hospitality firms exists in foreign countries, but expansion abroad typicality bears additional risks that could be detrimental to the operations. The authors explore those risks, currency exchange risk, and country risk, and offer practical techniques to access, manage, control, and reduce them. Deriving benefits from global opportunities requires effective management of these areas

Understanding Annual Reports of Hospitality Firms: Part II

This is the second article in a two-part series on understanding annual reports published by publicly-held hospitality firms. Part I in the Spring 1988 issue established the informational content of such reports while this article will focus on the examination and understanding of annual reports, suggested guidelines on how to use them for decision making, and recent developments affecting these reports.

Understanding Annual Reports of Hospitality Firms

In her discussion - Understanding Annual Reports of Hospitality Firms - by Elisa S. Moncarz, Associate Professor, School of Hospitality Management, Florida International University, Associate Professor Moncarz initially offers: “Management bears full responsibility for the reporting function of annual reports prepared by publicly-held companies designed to provide interested parties with information that is useful in making business and economic decisions. In Part I the author reviews the content of annual reports of firms in the hospitality industry, while looking at recent developments affecting annual reports. Part 11, in a subsequent issue, will comprise an in-depth examination of the annual report of an actual firm in the hospitality industry, focusing on suggested guidelines and recommendations for how to use annual reports as an aid to the decision-making process in the hospitality industry.” This article is to be considered a primer on reading and understanding annual reports, as well as a glimpse into the dynamics that affect them. In defining what an annual report is, Associate Professor Moncarz informs you with citation, “Annual reports are required by the Securities Exchange Commission (SEC) ¹ for all companies with securities sold to the general public. These reports, which must be issued within 90 days after the close of the calendar (or fiscal) year, comprise a primary source of information about these companies,” she further reports. “Indeed, the official version of the company's history is summed up yearly in its annual report by providing full information of the company's operations over the period as well as what the company is gearing up to accomplish in the next year,” Professor Moncarz closes the definition. Why should thus happen over and above SEC requirements? The financial component is an important one; the author offers her informed view: “The major objective of financial statement reporting is to provide information that is useful to present and potential investors, creditors, and other financial statement users in making rational investment, credit, and similar decisions. Thus, financial statements represent the primary (and most reliable) source of knowledge about a particular firm in the hospitality industry.” The above two paragraphs crystallize the requirement and the objective of annual reports. “A typical annual report of a hospitality firm contains a number of standard features which may be broken down into the following three sections…” General, financial data, and supplementary data are variously bounded and circumscribed for you. As a marketing device and feel-good initiative, the annual report is a useful tool for a hospitality corporation that is in-the-black, and focused on the future, says the author. She cites the Marriott Corporation’s 1985 annual report as an example. Of course, an annual report can also be a harbinger of bad news for shareholders as well. Notes/footnotes and disclosure are key elements to the credibility of any annual report; Professor Moncarz discusses these concepts at length. “Given the likelihood that the hospitality industry will continue to face an uncertain economic environment for some time, financial statement users should become more demanding in their need for information that will help assure the firm's survival and evaluate its ability to generate earnings, increase the firm's investment value, and provide for its future growth,” Professor Moncarz says. “Accordingly, understanding annual reports in the hospitality industry should become even more critical.”

Service Management Concepts: Implications for Hospitality Management

In - Service Management Concepts: Implications for Hospitality Management – a study by K. Michael Haywood, Associate Professor, School of Hotel and Food Administration, University of Guelph, Ontario, Canada, Associate Professor Haywood initially proffers: “The study and application of hospitality management has progressed on its own for many years; however, managers are not immune to the knowledge gained from study of other service industries. The author synthesizes what is happening in the area of service management, looks at its relevance to hospitality management, and identifies a few important implications of service management for hospitality managers.” The author draws a distinction between non-denominated service management, and service management as it applies to the hospitality industry. This is done to make an apparent comparison, as many people would assume the two are one in the same. They are not, and the contrast works well here. “While much of what we already know about effective management applies to service industries, some of the traditional concepts of management are inadequate in solving the problems faced by service businesses,” Haywood points out. “If a body of knowledge to be known as service management already exists, or is being developed, where does it fit relative to hospitality management,” Haywood asks. According to John Bateson, Testing a Conceptual Framework for Consumer Service Marketing, there are four criteria used to judge service management. Haywood details these for you, the reader, by way of citation. Haywood points to the difficulty in pin-pointing the intangibles that underpin the service industry. Since service is a concept rather than a touchable good, such as inventory, problems arise for both the organization and the client. Haywood points to a classic study of four service industries in France to illustrate the problems, although no realistic suggestions address the issues. “Over the past few years a variety of system models have been developed to explain the service process, that is, how the service is designed, produced, delivered, and consumed,” Haywood offers. These models are depicted in Appendices A-E. In offering perspectives on how the hospitality industry can gain from the experiences of service management, Haywood observes: “Service management places particular emphasis on a strategic outlook. Hospitality firms would be wise to carefully examine how they are perceived in the marketplace vis-a-vis their service concept, position, competitive situation, and management’s leadership abilities.” “Learning from the experiences of other service firms can help keep a company on track, that is, providing needed and valued services,” he closes the thought.

Planning Buy-Sell Agreements In The Hospitality Industry

In the article - Planning Buy-Sell Agreements In The Hospitality Industry - by John M. Tarras, Assistant Professor, School of Hotel, Restaurant and Institutional Management at Michigan State University, the author initially observes: “The vast majority of hospitality firms (restaurants, hotels, etc.) would be considered closely-held corporations. As such, they have unique planning problems compared to large, publicly-traded hospitality firms. One area of special concern to the closely-held hospitality firm is the planning and adoption of a buy-sell agreement.” The above thesis statement outlines the heart of the article; the buy-sell agreement in regard to smaller [closely held, as Tarras calls them] corporations. The theory is narrow and pro-active, spanning the gap between personal-to-corporate stock manipulations. “The primary purpose of a buy-sell agreement is to contribute to the orderly transfer of a shareholder's stock in a hospitality firm upon some future incident [typically retirement, withdrawal of a shareholder, disability, or death], as Tarras defines the concept. “The hospitality firm or the other shareholders would be committed to purchase the departing shareholder's stock at an agreed upon price and method, and to ensure that ample cash will be obtainable for such an impending sale. The buy-sell agreement provides a market for the shareholder or the shareholder's estate for the sale of otherwise illiquid stock,” the author further provides as canons of buy-sell agreements. In defining the buy-sell agreement with restrictive clauses, Tarras demonstrates, “…many closely-held hospitality firms desire to limit ownership to those individuals, either family or principal corporate employees, who are essential to the well-being of the firm.” Tarras says, another element of the buy-sell agreement is to furnish the departing shareholder with liquidity. “…there typically is some form of cash down payment with the remainder denoted by an interest-bearing promissory note [usually 5 to 15 years],” he informs. “The departing shareholders may require that the hospitality firm pledge the assets of the firm and that the remaining shareholders personally guarantee the promissory note.” “…the most frequent reason for establishing buy-sell agreements is for estate planning purposes,” Tarras says. There are tax advantages and liabilities for both the seller and buyer of stock via the buy-sell agreement, and the author enumerates many of these. One, big advantage of the buy-sell agreement is that it provides for the running of the company with a minimum of disruption through the stock-cash transition process, Tarras offers.

Restructuring In The Hospitality Industry

In her dialogue entitled - Restructuring in the Hospitality Industry - Elisa S. Moncarz, Associate Professor, the School of Hospitality Management at Florida International University, intends for you to know the following: “Recent years have seen a proliferation of restructurings of major American corporations creating an extremely important issue that has affected U.S. business. This article discusses restructuring issues in the hospitality industry, focusing attention on its causes and motivations, as well as on its benefits and perils. The author considers the impact of restructuring on investors and management while examining recent restructurings involving hospitality firms.” In defining the concept of restructuring, Associate Professor Moncarz informs you, “Restructuring entails the implementation of fundamental and comprehensive modification of a company's operational and/or financial structure.” “It has, indeed, become fashionable to take a company apart and put it back together in a different form,” the author says. Additionally, Moncarz refers to a Wall Street Journal study, dated August 1985, which reveals that nearly half the large American corporations were, or were soon to be restructured in the 1984/85 time frame. There are several distinct types of restructurings and the author wants you to be aware of some of them. “…threats of takeover attempts, the larger part of all restructuring have been initiated willingly in order to expand or divest a company's line of business (i.e., operational restructurings) or redirect its finances (i.e., financial restructurings),” the author reveals. “Two principal types of operational restructurings are mergers and acquisitions [M&A], and divestitures [disposing of unwanted units or assets],” Moncarz further defines the concepts of expansion and divestiture. The author explains several types of financial restructuring sketches used in the hospitality industry, including stock re-purchasing, debt issuances and redemptions, swapping debt for equity, and effective theories of realigning debt through extending loans and/or revising terms. To expand their businesses, Moncarz makes anecdotal reference to several major food and beverage corporations that have successfully employed operational restructuring principles. The author wades into the shallow end of the hostile takeover pool by explaining some of the corporate restructuring concepts used to repel that aggressive technique. Walt Disney Company completely redesigned their entire upper level management structure in a successful effort to thwart a hostile takeover bid by corporate raider Saul P. Steinberg, Moncarz informs. To close, the author touches on leveraged buyouts [LBOs], and stock repurchases to divest unwanted divisions and immobilize hostile takeover attempts. A lengthy table of - Selected Restructurings in the Hospitality Industry [1982 to date of article] – is also included.

IRS Looks Closely at Independent Contractors

The IRS is using various tools to attack the status of various so-called 'outside consultants" being used by hospitality firms. This article will provide some planning tips so that the hospitality firm can minimize its chances of having workers reclassified as employees.

Managing Strategic Change

The essay - Managing Strategic Change – by K. Michael Haywood, Associate Professor, School of Hotel and Food Administration, University of Guelph, is initially characterized by Haywood as: “The ability to manage strategic change is critical for hospitality industry executives today. Executives must be capable of creating a vision of the future and implementing its direction. The author gives avenues for that management process.” “The effective management of strategic change is the major challenge confronting hospitality executives,” says Associate Professor Haywood. “Responding to a rapidly changing business environment and constantly evolving competitive threats and opportunities requires executives who can anticipate and plan for change.” According to Professor Haywood, the management of strategic change is a future imperative for hospitality executives. Implementing those changes will be even more difficult. “Survival and growth for many hospitality firms during the next decade will depend on the development of new strategic visions which can provide significant competitive advantages,” he says. “Strategies for managing costs and technology will be central to this task,” Haywood expands the thought. Haywood suggests two primary types of change hospitality executives should be aware of. First, is change that is anticipated, anticipatory change. Second, is the other more crucial type of change, strategic change in the face of crisis, or simply stated, reactive change. Professor Haywood describes the distinction between the two. In describing the approach that should be implemented in responding to an anticipatory change, Haywood says, “If time permits, and change is to be introduced gradually, pilots and trials should be run to assess the impact of the new strategy on the organization. These trials are used to create pockets of commitment throughout the corporation, build comfort levels with the new approach, and neutralize or win over potential opposition.” There are the obvious advantages to using an approach like the one described above, but there are disadvantages as well. Haywood discusses both. In addressing reactive change, Haywood offers that the process is a more - time is of the essence – condition, and that strong leadership and a firm hand on employee control is imperative. “Personal leadership, tough-mindedness, the willingness to ruthlessly abandon the familiar and the past, and the use of informal strategic levers are the hallmarks of sterling executive performance in such periods,” he says. “All these changes involve substantial technical, financial, and human risks,” Haywood wants you to know. “In order to make them, and still remain competitive, hospitality and travel-related corporations require executives capable of creating a vision of the future, able to sell that vision to their employees, and tough-minded enough to implement strategies to make the vision a reality.”

The IRS Collection Division: Contacts and Settlements

In his study -The IRS Collection Division: Contacts and Settlements - by John M. Tarras, Assistant Professor School of Hotel, Restaurant and Institutional Management, Michigan State University, Tarras initially states: “The collection division of the internal revenue service is often the point of contact for many hospitality businesses. The author describes how the division operates, what the hospitality firm can expect when contacted by it, and what types of strategies firms might find helpful when negotiating a settlement with the IRS.” The author will have you know that even though most chance meetings with the IRS Collection Division are due to unfortunate tax payment circumstances, there are actually more benign reasons for close encounters of the IRS kind. This does not mean, however, that brushes with the IRS Collection Division will end on an ever friendlier note. “…the Tax Reform Act of 1986 with its added complexity will cause some hospitality firms to inadvertently fail to make proper payments on a timely basis,” Tarras affords in illustrating a perhaps less pugnacious side of IRS relations. Should a hospitality business owner represent himself/herself before the IRS? Never, says Tarras. “Too many taxpayers ruin their chances of a fair settlement by making what to them seem innocent remarks, but ones that turn out to be far different,” warns Professor Tarras. Tarras makes the distinction between IRS the Collection Division, and IRS the Audit Division. “While the Audit Division is interested in how the tax liability arose, the Collection Division is generally only interested in collecting the liability,” he informs you. Either sounds firmly in hostile territory. They don’t bluff. Tarras does want you to know that when the IRS threatens to levy on the assets of a hospitality business, they will do so. Those assets may extend to personal and real property as well, he says. The levy action is generally the final resort in an IRS collection effort. Professor Tarras explains the lien process and the due process attached to that IRS collection tactic. “The IRS can also levy a hospitality firm owner's wages. In this case, it is important to realize that you are allowed to exempt from levy $75 per week, along with $25 per week for each of your dependents (unless your spouse works),” Professor Tarras says with the appropriate citation. What are the options available to the hospitality business owner who finds himself on the wrong side of the IRS Collection Division? Negotiate in good faith says Professor Tarras. “In many cases, a visit to the IRS office will greatly reduce the chances that a simple problem will turn into a major one,” Tarras advises. He dedicates the last pages of the discussion to negotiation strategies.

Marketing Lessons for the '90s

Marketing for the '90s more than anything will require managers who are innovators and know how to adapt to change. Hospitality firms can anticipate changing customer bases, changing technology, and changing ways of motivating and managing employees.

Taking the Bite Out of Higher Payroll Costs

Congress, in an attempt to help underemployed individuals, has once again passed a job hiring tax incentive program called the Work Incentive Taw Credit. This article will provide a brief review of the law and offer planning tips for hospitality firms which wish to reduce their payroll costs.

Vanguard Management: An Emerging New Paradigm

There is an increasing body of evidence that significant and exciting changes are under way in how some organizations are seeing their world and transforming themselves to fit this new vision. The change is so fundamental as to constitute a paradigm shift. There is further evidence that some hospitality firms may be part of this transformation. The author advocates the use of vanguard management in this article

Essays of strategic alliance portfolio configuration—Its performance properties, strategic antecedents and consequential effects on multinational firms' continuing foreign expansion

This dissertation focused on an increasingly prevalent phenomenon in today's global business environment—strategic alliance portfolio. Building on resource-based view, resource dependency theory and real options theory, this dissertation adopted a multi-dimensional perspective to examine the performance implications, strategic antecedents of alliance portfolio configuration, and its strategic effects on firms' decision-making on their continuing foreign expansion. The dissertation consisted of three interrelated essays, each of which dealt with a specific research question. In the first essay I applied a two-dimensional construct that embraces both alliance relations' and alliance partners' attributes to illustrate alliance portfolio configuration. Based on this framework, a longitudinal study was conducted attempting to explore the performance properties of alliance portfolio configuration. The results revealed that alliance diversity and partner diversity have different relative contributions to firms' economic performance. The relationship between alliance portfolio configuration and firm performance was shaped by degree of multinationality in a curvilinear pattern. The second essay attempted to identify the firm level driving forces of alliance portfolio configuration and how these forces interacting with firms' internationalization influence firms' strategic choices on alliance portfolio configuration. The empirical results indicated that past alliance experience, slack resource and firms' brand images are three critical determinants shaping alliance portfolios, but those shaping relationships are conditioned by firms' multinationality. The third essay primarily employed real options theory to build a conceptual framework, revealing how country-, alliance portfolio-, firm-, and industry level factors and their interactions influence firms' strategic decision-making on post-entry continuing expansion in foreign markets. The two empirical studies were resided in global hospitality and travel industries and use panel data to test the relevant theoretical models. Overall, the dissertation advanced and enriched the theoretical domain of alliance portfolio. It particularly shed valuable insights on three fundamental questions in the domain of alliance portfolio research, namely "if and how alliance portfolios contribute to firms' economic performance"; "what determines the appearance of alliance portfolios”; and "how alliance portfolios affect firms' strategic decision-making". This dissertation also extended the international business and strategic management research on service multinationals' foreign expansion and performance.

Managing International Hospitality

To understand today's hospitality industry, executives need to recognize its international dimension. In this, the first part of a two-part article on the international dimension of hospitality, the author considers the forces driving hospitality's internationalization, the advantages drawing foreign investment into the North American market, and the patterns of expansion of American firms in overseas markets. The article is excerpted from Introduction to Management in the Hospitality Industry, New York: John Wiley & Sons, 1992.