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Equity Incentives for LLCs: Profits Interest

December 6, 2009

UPDATE 12/6/09  I am posting the Excel spreadsheet used in calculations below, as well as a generic profits interest grant document.  I do not have a generic LLC Operating Agreement that I can send to you but if someone out there has or creates one, I would appreciate use of it with my audience.

Please review any ideas here with your attorney…I am not an attorney, just a business junkie who strongly believes in rewarding employees through equity.

For years I have preferred Corporations to Limited Liability Companies for three main reasons:

  1. If outside funding is required, most private investors prefer corporations.
  2. If the organization is profitable, there is a tax advantage to Subchapter S corporations over LLCs.
  3. If owners want to incentivize employees with equity, stock options are commonly understood and easy to roll out.

Call me a “flip-flopper” because I may be changing my mind about LLCs vs. Corporations due to the new IRS rules for a Profits Interest.

Background:  Recent changes to the potential tax and accounting treatment of stock options have made options less appealing.  Backdating option gra

 

nts also has risks.  Restricted stock grants are becoming more “in vogue.”  Startup companies, small companies and growing companies can all benefit by incentivizing (to incent?) employees with employee stock ownership plans (ESOPs) and if you are organized as an LLC, a Profits Interest may be just the trick.  In my opinion, the new rules for a Profits Interest have a greater benefit to companies and employees over stock options or restricted stock grants.

A Profits Interest works very much like a stock option, in that it gives employees a portion of the upside from the date of grant but since there is no strike price, it more accurately operates like a restricted stock grant.  With a stock option, you are granted an option to purchase shares at the strike price, usually fair market value.  As the market value goes up, your options are “in the money” and once vested, you can earn the difference between the market price and your strike price, assuming you exercise them and sell them above the strike price.

Taxes:  Stock options require you to pay money for them

 

and if they are granted to you with a strike price below market value, you must pay ordinary income tax on the difference at the time of grant.  Restricted stock grants are simply giving you shares but you must pay ordinary income taxes on the market value at the time of grant.  If you hold your restricted stock grant longer than a year, income taxes will then be considered capital gains (losses).  For options, if you exercise and hold them one year or longer, any income or loss will be considered capital gains (losses).  By comparison, so long as you hold a profits interest grant longer than two years from the date of grant, taxes are considered capital gains and moreover, the employee does not risk any capital during the holding period.  Assuming the profits interest is issued properly as a different class of Units, the employee may have no tax consequence at the time of grant.  We’ll get into more of that in a moment.

If you are still reading, you likely care about employees and want to share in the rewards of your business.  Keep reading…

Profits Interest Description:  A profits Interest works differently than stock options or grants.  First, think of a “unit” in an LLC to be equivalent with a share of stock.  Example: Start with an initial 100 units issued to existing owner(s) of the LLC.  If after several years the existing unit holders want to incentivize their workforce or consultants/advisors, they can issue a different series of units that give the grantees restricted ownership in the LLC, but only ownership on a percentage of the increase.  It’s quite similar to a stock option, but without the strike price.  Annual cash profit distribution is completely another matter.  A profits interest grant is only advantageous in the event of a sale, if the co

mpany sells for more than the amount at the date of a “Profits Interest Grant.”

Advice: To set this up, you should talk to your attorney who will modify your LLC Operating Agreement to account for the “Profits Interest” or Units of a different series, similar to the difference between Preferred and Common Stock.  Then your attorney will create a unit, or profits interest grant for the company, which is the agreement vehicle used to issue additional units to employee grantees.  In the example above, the new Operating Agreement will outline those original units as “Series A Units.”  Next, you must have your company valued by a professional who will set a price to your overall company and thus, the series A units.  More specifically, you will need a 409A valuation.

Back to the Example: Let’s assume in our example that the company is worth $10,000.  Now let’s say that the initial owners want to grant roughly 10% of the increase in the company’s value (at sale or public offering, etc.) from this point forward to certain key employees.  The new owners, will receive roughly 10 “B” units, likely with some sort of vesting, and existing owners will receive 100 “B” units.  The new “B” units are indeed owned by these key employees, but they may have restrictions, such as reverse vesting, mandatory buy-back clauses by the company, no sale clauses, and the like.

The cool thing is that, assuming the valuation was performed properly, employees will not owe any taxes at the time of the grant.  So let’s look at some scenarios upon sale.

If the company is sold for $10,000, each of the origional partners keep that $10,000 and the holders of the profits interest receive nothing.  If the company is sold for $20,000, the or

iginal two partners receive the first $10,000 for their series A units, and they also receive $9,090 of the second $10,000 (which is 100 B units that they own divided by 110 B total units issued), and the employees who were granted the 10 units will receive $909.

If you stick with me to the end, when I see you, I’ll buy you lunch!

More on the Example: Let’s now add a new group.  Consider this:  Series A units are preferred over series B, and series B are preferred over series C, and so on.  Each Series A unit holder has rights to the same number of B units, C units, and so on as they have in their Series A units.  People who were granted Series B units have a right to the same number of Series C units, D units, etc., but they have no rights to Series A units.  Upon liquidation, think of each series as water filling a bucket, based upon the 409A valuation performed just prior to the next series being issued.  During the first valuation prior to issuing Series B units, Series A units are worth $10,000.  If we value the company at $20,000 just prior to issuing Series C units, Series B units are worth $10,000, and so on.  Just prior to issuing Series D units, a 409A valuation pegged the company at $30,000, then Series A units are worth $10,000, Series B units are worth $10,000 and Series C units are worth $10,000.

Series A unit holders receive the first $10,000 in any transaction.  Series B unit holders receive, and divide among them, the next $10,000.  See the table below.

In the example table above, we see the company sold for $100,000 sometime after units for Series A through D were issued.  Series A unit holders received $81,2704 made up of $10,000 for Series A units, 10/11′s of Series B units, 10/12′s of Series C units, and 10/13′s of Series D units.  Likewise, you can do the math for holders of each subsequent units.

Conclusion: These may seem like difficult concepts but in reality, a profits interest is simple algebra.  I am beginning to believe, because of this structure, that LLCs may now be favorable over Subchapter S corporations.  Holders of a profits interest receive the benefits of long term capital gains and if done properly, participants do not have to pay income taxes until liquidation and they also do not have to risk any capital.  Of course, a company’s restricted profits interest plan should contain all the proper restrictions and management should clearly communicate how liquidation differs from annual profits.  What say you?

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59 Comments leave one →
  1. Jason permalink
    September 29, 2008 1:33 pm

    Very interesting. My business partner and I happen to be in that exact phase of a start-up. The challenge of acquiring and then retaining the services of someone who is key to our growth, but more expensive that we can realistically afford.

    This seems the best way to go for us. I particularly like the tiered breakdown of the various “series” being issued.

    Do you know of any websites that offer blank contracts built around this type of agreement?

    Great article!

  2. John Murray permalink
    February 12, 2009 12:30 pm

    I enjoyed reading your post.

    Do you have a sample of (1) an LLC profits interest agreeement, and(2) and example of the language that would be added to the LLC’s operating agreement for the profits interest agreement that you could share with me?

    Thank you in advance for your help.

  3. John Murray permalink
    February 12, 2009 12:32 pm

    Typo on email address, sorry.

    Email address is jdcparom@gmail.com

    I enjoyed reading your post.

    Do you have a sample of (1) an LLC profits interest agreeement, and(2) and example of the language that would be added to the LLC’s operating agreement for the profits interest agreement that you could share with me?

    Thank you in advance for your help.

  4. John Murray permalink
    February 12, 2009 12:59 pm

    If possible, please email me the spreadsheet showing the formulas for the table in the article.

    Thank you.

  5. Frank permalink
    March 10, 2009 6:33 pm

    Any idea of the accounting treatment on these? Is it treated they same way as Options or restricted stock whereby there is a stock compensation expense charge

  6. March 10, 2009 6:52 pm

    On the company side, I am not familiar with the GAAP accounting treatment. On the employee side, there is no tax upon grant (that’s because theoretically they have no value at grant date, like an option), and if they’re held longer than 1 or 2 years, it’s all long term capital gains.

  7. Steven permalink
    April 8, 2009 5:47 pm

    we are actually organizing our profits sharing interests right now and your article actually more clear then our legal consul.

    One suggestion would be to change Unit Holders from Alpha to actual people names since the unit classes complicates the spreadsheet.

  8. April 20, 2009 10:58 am

    Fantastic – I am in a startup mode. I have a software product being developed. I am bringing in two advisors. I will offer them profits interest. My question is – what happens when I bring in ‘investors’ at a later stage. Can I issue them Series A at that stage after having issued Series B to my advisors/employees?

    Chandresh

    • Chris Johnston permalink
      September 10, 2009 1:45 pm

      Product being developed is not what we would vote for funding for ambulatory EMR. I am part of a large fund that funds emerging tech but we all look for mature products requiring sales ramp up when it comes to EMR. You could any series shares to anyone as long as incumbant share holder agree. Feel free to send more info at C.Johnston79@yahoo.com as EMR is an interesting space.

      Chris

  9. JJT permalink
    May 19, 2009 4:31 pm

    best web source on the topic I have seen and I’ve searched far and wide..

    So when you issues profits interests, say in class B. Do the current class A holders who get their share of class B units have to take their B as profits interest? What if they only want common membership units?

    Or are the additional units just theoretical units (i.e. a right to a % of a valuation interval, $10k to $20k in your example?)

  10. Michael permalink
    August 5, 2009 9:57 am

    I read an article in site where the author discussed a new method in compensation method, which works somewhat similar to stock option. URL:http://www.moyewhite.com/upload/File/Profits%20Interest%20Article.pdf
    I’m very interested to get your opinion about this method. I think AIG did the same thing several years back. Are you aware of any other public company which follows the method outlined in the article?

  11. Michael permalink
    August 6, 2009 2:32 am

    I read an article in site where the author discussed a new method in compensation method, which works somewhat similar to stock option. URL:http://www.moyewhite.com/upload/File/Profits%20Interest%20Article.pdf
    I’m very interested to get your opinion about this method. I think AIG did the same thing several years back. Are you aware of any other public company which follows the method outlined in the article?

  12. arockia edwin permalink
    August 10, 2009 1:39 am

    your write-up is fabulous

    do u have any example (company) or the company that has set up this model of LLC and rewards its executives to avoid taxation?

  13. August 31, 2009 7:29 am

    Very helpful description. I was introduced to the concept by a friend who started a tech software comany last year and used this approach. I am currently negotiating to purchase a small company through a business broker and was looking for an alternative to having the Seller roll over equity into membership interests.

    I believe someone previously requested “a sample of (1) an LLC profits interest agreeement, (2) an example of the language that would be added to the LLC’s operating agreement” and (3) the spreadheet with the formulas?

    I don’t know if this request was honored but I’d like to respectfully make the same request. Thank you!

  14. November 18, 2009 10:44 am

    I am echoing Howard Snyder’s requests for LLC profits interest agreement language, spreadsheet, etc. I am in the process of setting up an LLC and we are struggling with how to share in the upside to our various ventures. This seems like it might be exactly what we’re looking for.

    Great article!

  15. November 18, 2009 11:41 am

    Hi All, Kendall here. I would love to post the actual language used inside the Operating Agreement for an LLC. However, I do not have any language yet. Regarding a spreadsheet, I’ll see if I can post the one I have.

    Kind regards

  16. trip permalink
    December 3, 2009 9:20 pm

    Phenomenal article. Was anyone able to find and or put together a spreadsheet showing the formulas? If so, I would greatly appreciate you sharing it with me at: tripgoodloe@hotmail.com

    Thank you in advance for your time

  17. December 6, 2009 11:33 am

    Hi Everyone, Kendall here. I posted the excel worksheet along with a generic equity grant using a profits interest. If anyone has an LLC operating agreement I can post, with appropriate language, please send it along. Cheers!

    • September 16, 2013 10:42 pm

      Line 11 in the excel spread sheet doesnt have any formulas. Can you repost with formulas?

  18. May 22, 2010 8:20 am

    Dear Kendall,
    Just drafting a document for a friend who wants to initiate Profits interest for an LLC. Can you send me the excel worksheet with an example and formula?
    Thanks
    Tad

  19. July 9, 2010 1:14 pm

    If I were granted profits interest units and the company went public what would I be entitled to?

  20. July 9, 2010 1:18 pm

    You could liquidate your shares for the public offering price, so using the examples above, plug in the overall value of the shares combined and that would be your entitlement.

  21. April 28, 2011 11:40 am

    Very well outlined article! This is exactly what I have been looking to create for a few key new hires within my start up. I have been unable to find th excel worksheet along with a generic equity grant using a profits interest that Kendall says he uploaded and any assitance would be greatly appreciated… Also has does anyone have a sample Operating agreement with the Profits Interest provision in place?

    Warmly,

    Chris Probert
    chris@rvaway.com
    435-565-1314

  22. Scott permalink
    May 17, 2011 6:55 am

    How to handle the profit interests units when a vested employee leaves? The company is not yet profitable and likely will not be for another year. Any thoughts on buying them or letting the employee keep?

    • May 17, 2011 7:44 am

      You should consult your attorney on this and insure you write in what you want for employees if they leave the company, such as a forced sale of their profits interest at the latest valuation. Whether the company is profitable is somewhat irrelevant in that if an employee has an increased value of the profits interest, they may not want to give up, or use legal means to keep, their interest.

    • May 17, 2011 7:53 am

      What I meant to say about consulting your attorney is to insure that the proper language about how you want the profits interest handled when an employee leaves in the documents such as your partnership agreement.

      • February 24, 2014 11:55 am

        Kendall…replying to an old posting…but relevant to me now… First, great post and really helpful since most of the legal sites are far more confusing! Second, in the example, you indicated that equity would be distributed only if the company increased in value (although I guess that may not have to apply to all members). It seems the ops agreement should be worded to indicate that the decision to distribute equity units to members who leave before company profitability would be the decision of the board (or Class A members). In some cases maybe it makes sense to let them keep the units, in some cases not (agree?). Third, while your example math is “simple algebra,” promises of “percent equity in the company” is not simple algebra for all Classes of members. For example, someone is promised “2% equity in Class C units.” That represents far less company equity than 2% Class A units. I’m still working through the math on that! THANKS AGAIN! armando

  23. victor permalink
    September 8, 2011 8:15 am

    I have what I have been told is profits interest in a holding LLC that was recently purchased in an all cash transaction. The original structure was set up as part of a LBO private equity model years ago. Im trying to determine the value of my equity stake. All I have is information from our regulatory filings to piece it together until the acquisition is closed. Does anyone know of a model that I can use to determine the pay out?

  24. January 5, 2012 5:32 pm

    So this seems like what we need – it really does. We are a few smart guys and have raised some F&F money. I’m hitting a wall finding a reasonable 409A valuation company. Yikes! I’d pay more for the valuation than what I’m wanting to reward the few employees we have. Any suggestions? We are a marketing software company in pre-release of the initial product. There’s 7 of us in all (5 members, 2 employees), we’ve raised $200K at the 3 months we’ve been at this, which as the units are distributed gives us a $2.5MM value. We’ve got 5 months before product-ship. Is the IRS really going to ding us for not having a $40K 409A?

    • January 25, 2012 3:37 pm

      GR – we might be able to help you and, at the very least, give you some color about 409A. We are a valuation firm headquartered in New York that has worked with a wide variety of private technology companies, venture firms, and law firms around the country. We offer a streamlined process, fast turnaround, and attractive pricing for early stage startups.

      http://www.preferredreturn.com

      Drop me a line at your convenience and we can talk.

      BT

  25. Dr Robin Alston permalink
    January 26, 2012 11:23 am

    OK, another twist on this. I have profits interest only units in an LLC that were granted as Profits Interest Class A (I get to vote) with a unit price, I have the stock certs, they are no different to normal class A certs. No contractual terms or restrictions were issued other than an official letter stating they are profits interest and there exists an Operating Agreement for the LLC that makes no mention of profits interest at all – just Class A and B members.

    No valuation was made at the time of the grant, more than 5 yrs ago now.

    Can I multiply the number of issued units times their unit price at the time of the grant in the event of a profitable sale or is there a fundamental problem here?

  26. December 14, 2012 5:40 am

    Thanks for sharing your thoughts on this. Our accountant dropped the “profits interest” phrase but this really helped our company think about things. Its pretty clear to me that a “profits interest” makes a lot of sense for liquidation events. How are dividends treated, though?

    To use your example, suppose that, after issuing the 10 Series B units, the company has $10,000 that it wishes to distribute to its unit owners as dividends at the end of the year. Further suppose that there are two founders that split the 100 Series A units and the Series B units are split among the two founders and two additional members. So each of the founders has 50 Series A units and 2.5 Series B units and the additional members each own 2.5 Series B units. Do Series A and Series B units have the same interest in the $10,000 dividend pool? If so, the founders would receive (50+2.5)/(100+10)=47.7% of the dividend and the other employees would receive 2.2% of the dividend. Is this correct?

    • December 14, 2012 9:43 am

      That looks somewhat correct, yes. I believe you have some flexibility with how dividends are paid in an LLC, depending upon how you write your operating agreement. Check with your attorney but it’s probably a very good idea to explicitly spell out how dividends are handled for each series of units. Good luck!

  27. January 6, 2013 9:20 pm

    Thanks for this great post, it’s the only one I can find that has an example of how LLC profit interests are valued!

    I understand how you arrive at the final liquidation values for Unit Holders in the above example, but what would happen in the value of the company value were to decrease and increase again? For example, if the initial 409A valuation were $100,000 instead of $10,000, would Unit Holders B, C, and D not be assigned any liquidation value, even though the value increased dramatically under their tenure?

    Do you know of any good resources (books, links, etc) that have examples or descriptions of how to of calculate values of profits interests?

    Thank you again!

    • January 6, 2013 9:25 pm

      I’m not sure I understand your question exactly. If the valuation at sale is above the 409a, yes they would receive something. If it went down during their tenure, you may want to consider a new 409a and redistribute and reprice the whole thing.

      • January 7, 2013 9:48 am

        Thanks for the response. I think my main source of confusion is what happens when the value decreases and there is a liquidation event.

        To make a simple variation on your example: let’s assume that the company is worth $10k and the initial owner (Alice) grants 10% of the increase in the company’s value from this point forward to a key employee (Bob). Bob will receive roughly 10 “B” units and Alice will receive 100 “B” units. In the event of a sale: (1) if the company is sold for $10k, Alice keeps that $10k and Bob receives nothing; (2) if the company is sold for $20k, the Alice receives the first $10k for her series A units and $9,090 of the second $10k. Bob will receive $909.

        Here is the first question: if the company is sold for $5k, does Alice keeps the $5k and Bob get nothing?

        To add an additional wrinkle, let’s say instead of the company being sold for $5k, it is valued at $5k the next year. Now, let’s say Alice and Bob decide to issue a new Series C, and include another partner, Carol. The valuation at the time the Series C units are issued is $5k. Alice receives 100 “C” units, Bob receives 10 “C” units, and Carol receives 10 “C” units. After that, let’s say the company is sold for $10k.

        Do Series C units have any value in this case? It seems like Series A would take precedent and Alice would receive the entire $10k, but it also seems like Carol is getting a raw deal since the company doubled in value under her tenure, and she receives no payout.

        Thank you again for your help! (By the way, I know that your post says otherwise, but when I see you, I definitely owe you a lunch).

      • January 7, 2013 9:53 am

        If the company is sold for less than any of the Series A, B, C, etc. valuations, the profits interest unit holders get nothing. That would be consistent with the fact that they have NO value until the price goes UP, and therefore are tax free upon issuance from an IRS perspective. If the company value goes down, the IRS will ask, “where was the value upon grant?”

        About that lunch…

  28. May 15, 2013 10:24 am

    Is there a way to structure multiple series of units that various employees % equity via profits interest grows with additional issuance?

    What I mean is the following – say currently am 100% equity holder and I want to award my employee with a 4% profits interest starting on date A and at company fair market valuation (FMV) of $1mil. I generate 1mil Series A Units and grant 40k to the employee and 960k to myself. Now fast forward to date B (future) and the employee has been a real asset and I would like to increase his equity for further profits interest even more. Say I would like to increase his share of the profits to 6% from date B forward. Clearly I have to issue a new Series (B) since the FMV at date B is different (hopefully higher) than it was at date A.

    I was debating if it was possible to just issue more Series A directly to the employee at date B but that would then give him the extra profit interest percentage from date A, not B (I’m not even sure that is allowed by the IRS b/c it leads to back-dating issue where people could get tax-free “value” based on the fact that company’s FMV at date B is higher than at date A and you are giving out more series A units which “already have monetary value” at date B).

    Anyways, assume I want to issue Series B, now the trouble I’m having is that the way the article is presented it states “Each Series A unit holder has rights to the same number of B units, C units, and so on as they have in their Series A units.” This leads to the questions of
    1) do they have to exercise this right? Can I give myself as the founder/boss less and thus inflate the overall equity % for my employees?
    2) can I grant more units under a sub-series than the employee had in the parent-series? In other words… my employee had 40k Series A units, can I give him 60k Series B units?

    If no, how can I achieve what I want?

  29. NIcholas Fister permalink
    June 5, 2013 7:07 am

    Thank you for sharing this explanation. It is by far the most clear discussion on profits interest that I have found online.

    I have one question however. In the example, Series B unit holders are guaranteed “roughly” 10% of the increase in value of the total enterprise (surpassing the 409A valuation of $10,000). However, with the 100K sale, the Series B unit holders in addition to their C units and D units only receive around $7,000 of the total $90,000 increase in the enterprise’s value at liquidation. Under the profit interest grant, shouldn’t they receive $9,000 (10% of the total increase)? Does the addition of further “unit classes” (C & D) actually dilute Series B holders claim to the increase in value of the enterprise past the original $10,000 409A valuation?

    Thanks,

    Nicholas

  30. June 14, 2013 7:07 am

    Amazing! Its genuinely amazing post, I have got much clear idea regarding from this piece of writing.

  31. September 16, 2013 7:31 pm

    Two points:

    1) Is there an error in your math? When the company is sold for $100,000 and there is 460 shares in the pool, that means each share is worth around $217.39. So, the A class owners have 400 shares which equals $86,956.52.and so on… What am I missing?

    2) Since LLCs pay profit dividends each year because its pass through taxation, are these divide up much like how the equity would be split if the company was sold? So, for example if the company posted a $20,000 profit, what would equity class A, B, C, and D get paid in dividends? Would you calculate it $20,000/460 = $43.48 per share.

    Thanks! Love the article!

  32. Marvin permalink
    September 23, 2013 8:06 am

    Do you know of any software that is designed to manage LLC profits interests? I have managed stock options, restricted stock units, etc. for years, and there is plenty of commercially available software. Now I need to manage incentive units, and I can’t find suitable software. I can’t imagine returning to spreadsheets for this.
    Thanks!

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