Can You Sell a Contracting Business to a Buyer Without a License?

/in , /by Adam Wiskind

Solar Installers, General Contractors, Electricians and Plumbers in California have something in common when it comes to selling their businesses. All of these businesses require a Contractors State Licensing Board (CSLB) license to operate. This can be an additional burden to the process of transitioning a business to a new owner. What if a potential buyer doesn’t have the necessary licenses? The easiest solution to this issue is to target investors that already have the Licenses needed to operate the business but this obviously limits the pool of potential buyers.

It is possible to sell a contracting business to an individual without a CSLB license but it requires some negotiation, trust and planning between the seller and buyer. To maintain their Contractor’s License a contracting business must employ or associate with a “Qualifying Individual” or “Qualifier”. A Qualifier has demonstrated knowledge and experience in the construction industry and can either be a Responsible Managing Officer (RMO) or a Responsible Managing Employee (RME) of the company.

An RMO/RME is according to California Law permanently employed by the applicant and is actively engaged in the operation of the applicant’s contracting business for at least 32 hours or 80 percent of the total hours per week such business is in operation, whichever is less. An RMO and RME may have different duties within the company but their responsibilities and liabilities with respect to the license are the same.

A contracting business can be sold to a buyer without a contractor’s license as long as the Qualifying Individual for the company is willing to continue to be employed by the business until the buyer is able to obtain the necessary licenses or hire a new Qualifying Individual. Under this approach managerial control will inherently be divided as the Seller’s Qualifying Individual will want to maintain close oversight of the contracting work being performed. Typically these situations are transitional because the new business owner will want to obtain the necessary licenses themselves or hire their own Qualifying Individual.

Exit Strategies Group has sold many California contracting businesses; some to investors who did not have the necessary CSLB licenses prior to the sale/acquisition transaction. With legal consultation, careful planning and development of trust between parties we help our clients to navigate this obstacle and successfully exit their contracting businesses.

Please contact Adam Wiskind at (707) 781-8744 or awiskind@exitstrategiesgroup.com about selling a Solar Installation Company, Construction Company or any other company requiring a California Contractor’s License.

Add-On Acquisitions are on the Rise

/in , /by Jim Leonhard

When developing an exit strategy for your company, we will consider whether Private Equity Groups (PEG’s) would want to acquire it as either a new platform company or as an add-on (also “bolt-on”) to one of their existing portfolio companies. Most small companies are too small or don’t have strong enough management teams to be attractive platform opportunities, however many are strong add-on candidates. According to PitchBook, which tracks the PEG M&A activity in the middle market, the number of add-ons as a percentage of all acquisitions grew from 43% in 2006 to over 60% in 2015 — and Q1 data showed a continuing increase to 68%.

buyoutactivityWhat has caused this trend? A number of reasons are generally cited, including:

  • Larger companies typically trade at higher valuation multiples, and this gap has risen in recent years
  • It has become increasingly harder to find good platform companies making add-ons more appealing
  • Add-ons are easier to assimilate because the PEG already knows and understands the industry
  • The increasingly shorter holding periods for platform companies makes a buy and build with add-ons a favored strategy
  • An add-on can increase a platform company’s competitive position in its industry by providing synergies or access to a new niche market
  • PEG’s can often use more debt to buy an add-on and invest less equity

As a potential seller of an add-on company, you might consider these questions, among others:

  • How does your company align with and how could it be integrated into a platform company?
  • In addition to a good strategic fit, PEG’s look for strong profit margins, a defensible market niche and revenue “stickiness”. Does your business have these qualities?
  • Business continuity will be important to the buyer. Will you consider providing ongoing leadership and retaining some equity for a future sale at a potentially higher price per share?
  • PEG due diligence can be exhaustive, as they are experienced and disciplined investors and typically require multiple approvals from lenders and investors. How will your company fare in such a deal environment?

If you are interested in understanding PEG investing activity in your industry and whether your company is a strong add-on or platform acquisition candidate, contact Jim Leonhard, CVA MBA at 916-800-2716 or jhleonhard@exitstrategiesgroup.com.

A Tax Saving Strategy for C-Corp Sellers

/in , /by Jim Leonhard

When selling a C-Corporation, most sellers will want to sell stock while most buyers will want to buy the assets.  Selling the stock minimizes the built-in gains (BIG) for sellers that carries a hefty double taxation first at the corporate level and second individually.  Buyers wish to buy assets for a number of reasons including loss of future depreciable expenses and potential increased liability.

One method to possibly reduce the impact of BIG for some businesses is allocation of a portion of the transaction to personal goodwill, defined as the value from an individual’s service to the business.

To qualify for personal goodwill, the tax authorities will need to find some of these key attributes for the business owner, including:

  • Personal relationships with customers and/or suppliers that exist with or without a contractual agreement
  • Industry reputation that gives an intangible benefit to the company
  • Technical expertise that provides identifiable economic benefit to the business
  • The absence of an employment agreement or a covenant not to compete

If a tax advisor believes this is an appropriate strategy, a valuation can be performed to estimate the value of personal goodwill.

For additional information on this subject see the article, “Personal Goodwill Avoids Corporate Tax Exposure” on Forbes.com.  (https://www.forbes.com/sites/peterjreilly/2014/06/13/personal-goodwill-avoids-corporate-tax-exposure/#3d1cbf0c21b4)

Disclaimer: Exit Strategies Group, Inc. is not qualified to provide tax advice to others.  Readers should not rely on the information in this blog for any specific transaction and should seek the advice of a qualified tax advisor.

For more information about M&A transaction structuring and business valuation, you may contact Jim Leonhard, CVA MBA at 916-800-2716 or jhleonhard@exitstrategiesgroup.com

Risk and its Effect on Enterprise Value

/in , /by Exit Strategies

Investors have choices in how to allocate their investment dollars across the risk and return spectrum. Whether it be bonds, public company equity, or private company equity, an astute investor will evaluate the risk of return and expect to be compensated according to this risk.

Business valuation, whether for public or private companies, has three key variables: growth, profit margins, and risk.

Growth and profit margins are more easily understood by most business owners and generally receive the most attention. Growth and margins drive cash flow which is what a buyer is ultimately looking for when investing in a business. That is, what cash flow return can they expect on their investment. In the ubiquitous Gordon Growth valuation model, cash flow is the numerator; risk is in the denominator.

“The path of least resistance to increasing enterprise value is often to reduce business risk.”

Yet risk is often overlooked and under appreciated. Business risk can have many dimensions ranging from concentration of customers, reliance on a single product line, owner dependence, reliance on a key individual, sub-par financial reporting, competitive threats, and outdated technology, systems or equipment to name just a few.

Before attempting to sell a business or attract investors, an owner should consider ways to make their business more attractive to buyers/investors. Increasing growth and margins often requires the most time and capital. An owner thinking of an exit may not want to put more capital into the business. The path of least resistance to increasing enterprise value is often to reduce business risk. Examples of this include cleaning up the books, creating retention incentives for key employees, obtaining long term contracts with vendors or customers, and other measures.

Having a business appraised by an independent expert in advance of going to market helps the owner clearly understand existing risk factors that are penalizing business value. This helps the owner identify strategies and objectives to de-risk the business and enhance value for current and future shareholders.

For further information on buy-sell agreement business valuation or to discuss a potential need, confidentially, please one of our senior business appraisers.

Business Valuation and M&A Services for Estates and Trusts

/in , /by Al Statz

Al StatzThis article takes a look at the various situations in which trusts and estates (those that hold private business interests) need business valuation or M&A brokerage services.

Business Valuation Services

Our firm, Exit Strategies Group, regularly provides fair market value appraisals (a.k.a. valuations) of closely-held corporations, FLPs and LLCs for estate planning, gifting, estate tax, charitable donations, buy-sell transactions and succession planning. We value fractional interests in operating companies and asset holding companies using appropriate discounts. We also value intangible assets such as patents, trademarks and copyrights.

For estates containing closely held business interests, we can determine the value of a decedent’s interest, and we can provide input to the estate attorney or CPA on whether an alternative valuation date should be considered.

For trust administration, when a privately held business interest is placed in trust, our business valuation can help the fiduciary or trustee establish a baseline value and enhance their understanding of the asset’s prospects and marketability. Subsequent valuations may be ordered to assess the investment’s performance over time. An independent business valuation can also avoid potential conflict of interest, when trustee fees are based upon the value of assets managed.

When an owner gifts shares in a business, we determine value as of the date of gift. When closely held business interests are donated to a Charitable Remainder Trust, our business valuation can support the charitable deduction by the donor taxpayer.

In estate planning where a family business is one of the owner’s major assets, a valuation is often the starting point for estate planning professionals as they consider various estate planning techniques. Valuations provide a basis for the owner to evaluate potential ownership transfers and gifts; and can safeguard against future IRS challenges.

Our appraisers adhere to professional valuation standards, perform appropriate due diligence, and meet or exceed accepted reporting requirements. We are prepared to defend our work in the unlikely event of an IRS audit. Between us, we hold all major U.S. business valuation credentials (ASA, CBA, CVA and ABV).

When drafting entity agreement terms, attorneys have to balance flexibility and efficiency of operation with restricting control and marketability. During this stage, we can identify problem valuation situations or problem assets, identify the effects of estate planning alternatives on fair market value, and make recommendations on operating, shareholder and buy-sell agreement terms that impact valuation.

Part of estate planning  is business succession planning, which is emotionally charged and usually meets with resistance. Business valuation provides an objective look at many aspects of a business, including its management, marketability, inherent risks, and future prospects. The very act of going through the business valuation process with an experienced, knowledgeable and independent appraiser often provides the catalyst that owners and their families need to embark on developing succession and wealth transfer plans.

M&A Brokerage Services

In many instances, an inter-generational transfer or management buyout of a business is not the best option for business owners and their families. In some cases the children aren’t qualified or they simply aren’t interested. In others, the industry may be consolidating or an opportunity exists to sell the business for significantly more than fair market value and/or create substantial liquidity for the family to reinvest or use to pursue other interests.

Accordingly, Exit Strategies markets and sells businesses. Our professionals advise owners throughout the evaluation, prospectus preparation, confidential strategic marketing, negotiation and due diligence phases. We lead the M&A sale process and work alongside our client’s tax, legal and financial advisors to maximize proceeds and preserve wealth.

Feel free to contact us for more information on business valuation and M&A brokerage services for estates and trusts, or to discuss a current need.

Welcome News for Business Owners: Five-Year Built-in Gains Tax Recognition Period Permanently Extended

/in , /by Al Statz
The Protecting Americans from Tax Hikes Act (PATH), enacted in December, makes selling a business easier for some.
Since most sales of SME’s will be asset (versus stock) sales, double tax for C-corp owners and built-in gain tax (currently 35 percent federal) for owners of recently converted S-corps are very real impediments to selling a business.
C-corporation owners face a “double tax”, where gains on a sale of assets are taxed at the corporate level and subsequent liquidating dividends are taxed at the shareholder level; whereas in an S-corp there is no federal corporate level tax. However, when a C-corp converts to an S-corp, a “built-in gain” is determined, based on the Fair Market Value of the corporation’s assets (both tangible and intangible) less the tax basis in the assets on the date of conversion.  Essentially, built-in gain is the gain that would have been taxed had the C-corp sold its assets on the conversion date. A sale of assets by an S corporation during the “recognition period” triggers the built-in gains tax, as does a sale of stock in a deemed asset sale under Section 338(h)(10). Congress’ enactment of built-in gains (a.k.a. “BIG”) tax back in 1986 was intended in part to prevent C-corp owners from making an S election just before selling their companies’ assets to avoid corporate-level taxes.
From 1986 until 2009, the BIG recognition period was 10 years. Then between 2009 and 2014, Congress acted sporadically to reduce it to between five and seven years on a temporary basis. This uncertain tax environment made sale planning for C-corp and recently converted S-corp owners difficult.
The Protecting Americans from Tax Hikes Act (PATH), enacted on December 18, 2015, made permanent the five-year recognition period for S corporations. This is welcome news for owners of C-corps, and S-corps that recently converted from C Corp status, who are considering selling their companies.
Whether you expect to sell your business now or five or ten years from now, I urge you to work with a competent and objective CPA to assess and clearly understand the tax implications of a sale of your company. And then reevaluate your entity structure from an overall tax efficiency perspective.
Begin with the end in mind. Exit right, retire well!
 
For further information on this topic or to discuss a current business valuation, sale, merger or acquisition need, Email or call Al Statz 707-781-8580 at Exit Strategies Group, Inc.

Think Like a Buyer

/in , /by Roy Martinez
Entrepreneurs spend their entire career thinking like an owner. They don’t need to pay any attention to the value of their business. They may have a vague notion of its value based on anecdotal industry revenue or profit multiples that they heard bandied about at an industry conference they went to years ago in Orlando. But, at the end of the day, during the operating years, what is important to an entrepreneur is the bottom line: how much cash can I take home and/or invest in the business for future profitability?
Then, when they are ready to exit, they flip a switch and start to think like a seller. They ask: how much my business is worth? Or more precisely, how much cash can I get out of selling the business?
That is when they come to us. They are ready to sell. They remember those multiples they heard, and they ask us to sell their business, with those multiples in mind. Typically, our first job is to advise the client on how to price the company. We look at ACTUAL market comps based on ACTUAL transactions. We look at the market value of their hard assets. And we analyze the business cash flows, growth prospects and business risk — from the point of view of a BUYER.
But, how is a buyer’s perspective different?  Thinking like a buyer means considering what their risks are if they buy your company, what their synergistic opportunities are, and what their investment alternatives are.
An industry buyer may have synergies with the company they are targeting, and they may be willing to pay more than the asking price. We recently helped a building services company sell to an industry strategic buyer at an incredible market multiple. On the other hand, a buyer may be scared about client retention when the seller leaves. A dentist selling her practice may think she is selling a business with $2 million in revenue. But, dental practice buyers know that up to 20% or more dental patients leave upon a practice transition. So, from their perspective, they are buying a business with $1.6 million in revenue or even less.  (Source: “Retaining Patients Following a Dental Practice Sale”; DentalTown; Adams, Bill DDS)  Or, the industry buyer may believe that they can duplicate the target company (or whatever part of it they are interested in) and get a better return on investment.
Basically, buyers are concerned not just with revenue and profitability, but also about risk. There are many, many sources of risk. Client retention is only one example. Business owners tend to downplay risk. They downplay risk to themselves, and inevitably to business brokers, buyers and lenders. And since most buyers enter a business with substantial debt financing, their ability to withstand risk and volatility is usually less than that of the seller. Rather than downplay business risk, an owner is far better off facing facts or setting to work on reducing it.
As business brokers, we ask seller clients to not only think like owners and sellers, but also to start thinking like a buyer!
For more information on thinking like a buyer when planning a business sale or when engaging in a sale process, contact Roy Martinez.

Build, Transfer, or Protect

/in , /by Exit Strategies

Research indicates that most business owners have 60-80% of their wealth tied up in their businesses. Yet in our experience few owners have a clear idea about the value of their business and few have done much thinking or strategizing about how to build, transfer, or protect years of hard-earned wealth. Let’s examine these options.

Build means to invest for growth.

This involves time and money. As you near retirement, it may be less prudent to invest in the business and time to think about diversifying assets to lessen your overall risk. Personal considerations are often in play so they must also be assessed. This transition period requires a shift in mindset. Owners often have a hard time distinguishing between accumulation (growth) and distribution (preservation) years. Failure to recognize this transition can leave you exposed to untimely risks that have real consequences for your lifestyle and how long your money may last.

Transfer options depend on several factors — some within your control, some not.

A few considerations include the marketability of the business; the current market for privately held businesses; is there a key employee(s) or family member(s) with the skills, motivation, and capital to be successors? A third party buyer, if an option, may allow for a larger payout with more cash down in the deal structure, or perhaps a full payout. Each of these options involve different risk, return, and timing. Getting your tax and legal advisers involved early is always advised so more proceeds remain in your pocket.

Protect means preserving what you have built so that it can fund your lifestyle or next venture.

The question is will it be enough? De-risking may involve altering the business model or operations. Examining the various contingent risks that could destroy years of wealth accumulation is something every owner needs to be aware of. The potential for high liability, low probability events needs to be examined.

These strategies aren’t mutually exclusive. They require deliberate thought and a process to ensure that you strike the right balance so you can meet your goals without undue risk. We can help you quantify the tradeoffs and design an effective long-term strategy consistent with your goals.

To confidentially discuss your business valuation needs or exit strategy, please contact one of Exit Strategies’ senior advisors. 

Good Exit Planning: First and Foremost, A Valuation of the Company

/in , , /by Bob Altieri
With the baby boomer generation retirement rush beginning to take hold, many business owners lack sufficient information about the value of their business for retirement planning purposes and don’t foresee the deal killers that await them.  A Deal Killer is a condition that, if undetected and unresolved before the sale of a business, will kill the transaction. The purpose of pre-sale planning is to maximize sale proceeds (as well as to achieve other non-financial goals), and it includes efforts to neutralize these Deal Killers.
The most common and avoidable Deal Killers are:
  1. Owners’ long-held belief that they can automatically one day sell their businesses for enough money to satisfy their financial independence needs and wants.
  2. Owners’ failure to reconcile their need for value with the market’s perspective of value before going to market.
  3. Owners’ exclusive focus on top-line sale price.
Owners are usually optimistic about the value of their businesses. Many of them dwell on the efforts and sacrifices they made from the onset of the venture. As a former entrepreneur, I know this well; however, optimism can result in owners consistently and often dramatically overvaluing their businesses.
In addition to company valuation, owners must factor into the likely sales price such factors as deductions for IRS taxes on the sale, debts that the company owns, transaction fees (escrow) and advisor fees (legal, CPA, Broker, and etc.). Business owners who jump into the sale process blinded by sale price optimism, or without consideration of the reductions to sale price, spend considerable time, money and energy only to find their glass half empty, if not shattered altogether.
At Exit Strategies, our job is to incorporate an understanding of marketplace reality into an owner’s pre-sale planning. We know that successful exits can require years of value-building efforts, but owners who insist that their businesses are worth far more than buyers do, either don’t realize this or are unwilling to face reality.
It is critical to the ultimate success of your exit that you get help to understand likely sale price and after tax proceeds and address deal killers well before your planned departure date. For further information contact Bob Altieri.

Where’s the Seller Tsunami?

/in , /by Al Statz
The Wall Street Journal published an article this month titled “The Missing Boom in Small-Business Sales — An expected rush in sales of small firms by the baby boomer generation has yet to materialize.”
The article points out that despite predictions that a flood of private businesses would be coming up for sale as baby boomers reach retirement age, many of these owners are holding on longer than expected. We’re seeing the same thing here at Exit Strategies. We’re experiencing steadily rising deal flow, but not the massive seller tsunami that’s been predicted for the past ten years.
The article posits several reasons, all of which we agree with:
  • The recent recession hit retirement asset values hard, causing many owners to invest additional personal funds in their businesses; therefore postponing retirement for those who plan to live off of their assets in retirement
  • People are living longer and enjoy the challenge of working later in life
  • Younger people seem to be less interested in taking over the family business (particularly when good jobs are plentiful)
We are definitely seeing more interest in selling (and stronger demand for) companies valued over $2.0 million dollars. Owners of smaller businesses seem to be holding on longer, perhaps because they also have fewer retirement assets to rely on.
So, the tide of exiting baby boomer owners is rising, but the crest of the wave is still approaching.
Being personally prepared to sell is a key element of a successful business sale. Owners who are personally ready should seriously consider going to market now, while business performance is strong and market conditions are conducive. For help determining if the time is right for you and your company, feel free to contact Al Statz.