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Bottom Line Concepts, LLC

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ERC
Type
Company or group
Role
Vendor or contractor
Programs
ERC
Updated
  • Type: Consulting firm; "a Florida limited liability company," in the words of its own client agreement.1 Also styled BottomLine Concepts and Bottomline Concepts in the documents cited here.
  • Pandemic role: Contingency-fee consultant on Employee Retention Credit (ERC) claims. Not a lender, and by the terms of its agreement not a tax preparer.
  • Executive named in the record: Josh Fox, who signed the agreement below as "CEO" and is identified as the company's founder in our copy of a July 2022 partner press release.23
  • Documents we have: one executed client agreement (2022), the school board memo that accompanied it, a referral network's commission plan, and a partner press release.

In the archive

Pandemic-role map

  • Reader shorthand: an ERC consultant paid a percentage of the client's refund.
  • What it did for clients: under the 2022 client agreement, it identified and calculated the credits available to a client, prepared a worksheet and amended tax schedules, and agreed to explain the claim if the IRS audited it.1
  • What it did not do: "BOTTOM LINE DOES NOT PROVIDE TAX ADVICE, TAX FILINGS, OR CPA SERVICES."4
  • How it was paid: in this agreement, "a contingency Fee of 20% of all Credits received by Client, including the actual ERC refund and interest paid."5
  • How it found clients: the documents cited here show two channels, a trade association partnership and a multi-level referral plan run by a company called iHub.36
  • Limits of this record: it is one signed contract with one client. It shows the terms Bottom Line offered a Nevada charter school in September 2022 and does not establish what any other client signed or paid.

Before the pandemic

The agreement identifies Bottom Line Concepts, LLC as a Florida limited liability company and is governed by Florida law.14 Our copy of a July 13, 2022 PR Newswire release issued by NCTC records Fox as saying that "Since 2009 BLC has been helping Fortune 1000 companies right down to businesses with five employees"; we do not have a copy of the release itself.3 That is the company's own statement; no document cited here records its pre-2020 business independently.

During the pandemic

The Amplus Academy agreement

The one Bottom Line client agreement we have became public through a school board. Nevada's Open Meeting Law required the Governing Body of Amplus Academy to post the backup materials for its October 24, 2022 meeting. Another contract in the same packet calls the school "a Nevada public charter school"; its campus is in Las Vegas. Item 4(c) of the consent agenda was the "Bottomline Concepts Contract."7 The 48-page packet contains the five-page "Consulting Agreement" between Bottom Line Concepts, LLC and Nevada Charter Academies, dated September 7, 2022. It also contains a PandaDoc signature certificate showing that the school's signer was sent the document on September 7 and signed it on September 21, 2022.12 The signature page carries "By: Josh Fox, Title: CEO" for Bottom Line. The certificate tracks only the school's signer, so the record does not show when Bottom Line signed.2

The memo the school's interim managing director wrote for the board describes the deal in six sentences. "ED met with representatives of Bottomline Concepts and reviewed the potential rebate from ERC. Receiving this rebate is similar in complexity to the PPP funding which is why we would use an outside vendor to complete the application and follow up on the refund. BC charges a percentage of monies collected (20%). This contract does not cost Amplus any money. If BC is unable to secure the rebate there is no money lost. Counsel reviewed and approved execution of this contract."8

The terms

The scope is five items. Bottom Line agreed "to use all commercially reasonable efforts" to identify the credits "which may be available to Client," obtain and analyze client information such as payroll data and employer healthcare costs, calculate the credits, deliver a worksheet and "applicable amended tax schedules," and provide audit support.1 The recital says Bottom Line "offers consultation for the recovery of Employee Retention Tax Credits ('ERC') pursuant to the Coronavirus Aid Relief and Economic Stimulus Act," which is the agreement's own rendering of the CARES Act's name.1

The fee is 20 percent of all credits received, interest included. Credits count as received "whether those Credits are in the form of an actual cash/check payment or whether those Credits are offset by the IRS against any existing or future tax liability." Payment is due within five days of the client receiving any credit, and an unpaid fee accrues interest at 1.5 percent a month.5

The agreement is exclusive. The client agrees that Bottom Line is its "exclusive provider of ERC consultant services" and that it will not obtain credits through another entity, or on its own behalf, without Bottom Line's written consent. "Should Client receive any Credits without using Bottom Line's services, Client shall be required to pay Bottom Line its Fee as though the Credits were obtained pursuant to this Agreement."9

Either party may end the agreement on 30 days' written notice. Four sections survive "any termination by Client": exclusivity, fees, indemnification and audit support. The exclusivity and fee sections each add that they survive "if such termination was noticed by Client."19

On eligibility, the client represents that it will provide "complete and accurate documentation sufficient to substantiate Client's eligibility for the Credits" and acknowledges that Bottom Line "is relying solely upon the information and representations provided by Client" and "is not able to independently verify the accuracy of any such information or documents." The client indemnifies Bottom Line for losses "arising from errors or omissions in the information Client provides." Bottom Line indemnifies the client for losses "arising from any of Bottom Line's willful, intentional, or negligent conduct in performing the Services." Each party's indemnification liability is capped at "the amount of Fees actually paid by Client," and neither is liable for "consequential, incidental, or indirect damages (excluding Credits)."10

Bottom Line "will refund any portion of the Fee attributable to Credits disallowed by the IRS," provided it receives reasonable notice of the audit and the opportunity to provide audit support. The agreement defines audit support as explaining the basis for the credits: a justification for eligibility, the calculation method, and how the client's data was used.4

On request the client "shall execute Form 2848, Power of Attorney, for the limited purpose of Bottom Line checking on the status of the Credits." Disputes go to mandatory arbitration under the American Arbitration Association's Commercial Arbitration Rules, in "the State of Florida, Miami-Dade County, or the state and county of Client's primary place of business."4 The confidentiality section lets Bottom Line identify the client on its website and in marketing materials and display the client's logo.11

How clients reached the company

A PR Newswire release issued by NCTC on July 13, 2022 announced a partnership giving the cooperative's members access to the ERC program through BottomLine Concepts. 3

A second channel was referral marketing. A ten-page "IHUB ERC Commission Plan," published on the iHub website, describes itself as a plan "that rewards you for referring businesses that are interested in learning about their ability to qualify for ERC to Bottom Line Concepts."6 According to the plan, commissions are calculated on "the Bottom Line Concepts fee charged to the business which ranges from 15-30% of the refund/grant," a fee "determined and decided by Bottom Line based on the size of the business and other factors in their model."6 The referring affiliate receives 17 to 20 percent of that fee depending on rank, the person who enrolled the affiliate receives 5 percent, and affiliates at the rank of Senior Consultant or higher are eligible for a 1 percent "Infinity Bonus." The plan's worked example is a $300,000 refund with a 20 percent fee, a $60,000 fee of which $10,200 to $12,000 goes to the referring affiliate.12 The plan says its examples rest on "average refunds and negotiated fees supplied from Bottom Line concepts from their results with over 15,000 businesses."6

This is iHub's document. It states iHub's account of Bottom Line's fees and volumes, and nothing cited here shows the agreement between the two companies. The 20 percent fee in the Amplus agreement falls inside the 15 to 30 percent range the plan describes.

What the record does not show

The board packet was posted before the October 24, 2022 vote, and the minutes of that meeting are not among the documents cited here. Nor does the record show whether the school filed a claim, what credit it received, what fee it paid, or whether a Form 2848 was ever requested or signed. The documents we have include no court filing, agency order or enforcement document concerning Bottom Line Concepts.

Source notes

Primary documents

External references

Notes

  1. Consulting Agreement between Bottom Line Concepts, LLC and Nevada Charter Academies, recital and §§ A–B, board packet PDF p. 9. ↩
  2. Agreement signature page, board packet PDF p. 13; PandaDoc Signature Certificate, reference SNAYR-BEOU5-PPAVB-I5YWL, PDF p. 14 (sent September 7, 2022 17:51:05 UTC; signed September 21, 2022 17:43:59 UTC). ↩
  3. NCTC release via PR Newswire, July 13, 2022, as captured in. ↩
  4. Agreement §§ H–I, board packet PDF p. 12. ↩
  5. Agreement § D, board packet PDF p. 10. ↩
  6. iHub, IHUB ERC Commission Plan, p. 1; the fee range is repeated at pp. 9–10. ↩
  7. Amplus Academy, Notice of Public Meeting and agenda, October 24, 2022, board packet PDF pp. 1–2; "a Nevada public charter school" appears in an unrelated services agreement at PDF p. 37. ↩
  8. Briefing Memorandum, "Agenda Item 4 – Consent Agenda," October 24, 2022, item C, board packet PDF p. 4. ↩
  9. Agreement § C, board packet PDF p. 10. ↩
  10. Agreement § E, board packet PDF pp. 10–11. ↩
  11. Agreement § G, board packet PDF p. 11. ↩
  12. IHUB ERC Commission Plan, pp. 3–5 and the "Compensation Summary" at p. 9. ↩
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