Financial Needs of Established Business Owners

The role of small business owners in the US economy has been well documented by the Small Business Administration among other organizations. The vibrancy and growth potential of this group has been especially dynamic over the last two decades. While this research has been revealing, it has not focused on a number of important segments that make up the small business population. The focus of this research is to better understand the financial needs of perhaps the wealthiest, most dynamic and diverse group within this larger population. These are owners of established businesses (i.e., those with two to five hundred full-time employees in addition to a full-time owner).

This study measures the size of this group as well as the degree of their affluence. The affluence measures are determined by income and wealth excluding the value of their residence. Beyond this, we identify various segments within these broader categories and the extent business owners in each category are prepared to seriously address what we have termed business life events. Business life events are critical moments in the life of a business owner that trigger a series of actions that influence the future direction and success of the firm and its owners. The table defines five business life event categories.

Business Events

Baby boomers are the dominant segment of the wealthy owner marketplace. Given their age and wealth, they will need to address critical business life events over the next fifteen years. In two of these business life events, retirement planning and estate planning, a majority of wealthy business owners indicate that they have addressed these issues to varying degrees. The others, those tied to the value of their business, remain a mystery. As well, it is not clear that business owners with estate plans have updated those plans for gains in business value over the last decade. A primary objective of this study is to measure the degree to which owners are prepared to address business valuation related issues.


This summary is taken from a paper written by Axiom’s President, Roger Winsby and its Chief Valuation Officer, Stanley J. Feldman. Access Financial Service Needs of Established Business Owners here.

Six Myths of Valuing and Transacting Family-owned Businesses

This post contains excerpts  from an Axiom presentation done for the Family Firm Institute.

Myth 1: Firms in my industry always sell for a multiple of revenue.

Myth 2: Public firm transaction multiples are larger than private firm transaction multiples.

Myth 3: Acquirer’s of private firms over pay.

Myth 4: Most transactions are within the same industry.

Myth 5: Foreign buyers play no role in the market for private firms.

Myth 6: Tax status has no impact on firm value.

In summary:

– Owners of private firms appear to leave money on the table even though private firms sell for higher multiples than their public counterparts; that is private firm multiples should be even greater than reported.

– There is no such thing as “the transaction multiple: businesses in the same industry sell for vastly different multiples.

– Tax status impacts value: S corporations are worth more than equivalent C corporations.

– Foreign buyers play a major role in the private firm marketplace.

– Cross industry acquisitions are common in the private market.

For more information and access to the presentation, visit www.axiomvaluation.com

 

Welcome Todd!

Todd Feldman has joined the Axiom team as a Senior Valuation Analyst and Partner.

todd_feldmanIn the past, he has worked with Axiom as an economic analyst prior to working as a consultant for Fundamental Investment Advisors in San Francisco, and as an Associate Professor of Finance at San Francisco State University where he taught Corporate Finance and Financial Markets & Institutions, advised undergraduate students, and researched behavioral finance and international economics.

Todd is an accomplished academic with a passion for research. He received his Bachelor’s degree in Finance and Accounting form SUNY, Binghamton and went on to pursue his Masters of Science in Applied Economics at University of California, Davis, and Masters of Arts in International Economics at University of California, Santa Cruz before receiving his PhD in International Economics and Finance from UC Santa Cruz. Todd has earned the CFA designation and in addition he has published in major academic and practitioner journals. His publications include:

  1.  “Buy and Hold versus Timing Strategies, The Winner is.” Joint with Alan Jung and Jim Klein. Journal Portfolio Management, 2015.
  2.  “Quantifying Irrational Sentiment.” Journal of Investment Strategies, 2014, 3, 1-16.
  3.  “Investor Behavior and Contagion.” Quantitative Finance, 2014.
  4.  “Emotional Investing and Performance.” Algorithmic Finance, 2011, 45-55.
  5.  “Computational Economics and Econometrics: An Exercise in Compatibility,” (joint with Andy Sun) International Journal of Computational Economics and Econometrics, 2011, 105-114.
  6. Behavioral Economics Conference, Erasmus University Rotterdam, in honor of Daniel Kahneman, October 2009.
  7. Brand Value and Perceived Risk in the Service Sector – Presented at Almaden Research Lab, IBM, San Jose, CA, September 18th, 2008.
  8. Humans, Robots and Market Crashes: A Laboratory Study – Presented at the International ESA Conference at Caltech, Pasadena, CA, June 28th 2008
  9. Portfolio Manager Behavior and Global Financial Crises – Presented at SCIE PhD Conference, Santa Cruz, CA, May 30th 2008.

 

Roger Winsby Interviewed on the Importance of Business Valuations

On May 8, 2015, Axiom’s president, Roger Winsby did a radio show interview with Josh Patrick, president of Stage 2 Planning Partners. and a host on Exit Coach Radio Network & Podcast.  They discussed the various reasons why business owners should consider getting a valuation and what to look for as a business owner who is getting a valuation done. The interview can be found in the Axiom Library or on Exit Coach Radio.com

 

Dr. Stan Feldman Appointed to the Sterilis LLC Board of Directors

On March 9, 2015, Axiom’s Chairman, Dr. Stanley Feldman was appointed to the Board of Sterilis LLC as an independent Director.  Sterilis is revolutionizing the regulated medical waste industry.

Dr. Feldman is the Chairman and co-founder of Axiom Valuation Solutions and has an extensive background in valuing complex capital structures of early and late stage VC and private equity financed firms, and has conducted numerous assignments to meet the requirements of FAS 123R and IRS 409A.  He has led valuation teams working with Axiom clients going through the IPO process and has successfully interacted with the SEC and Big Four audit firms on valuation issues related to client S-1 filings.

Stan is a Certified Patent Valuation Analyst faculty member and leading expert in valuation issues, including Purchase Price Accounting (FAS 141R/ASC 805) and Goodwill Impairment (FAS 142/ASC 350) particularly, as they impact the valuation of intangible assets.

For more information regarding Dr. Feldman and Sterilis, please follow the link below:

Press Release

C Corp to S Corp Conversion

From February’s Axiom on Value

The Window to Elect S Corp Status for 2015 Closes March 15

Many business owners are completely focused on the day-to-day operation of their business.  For these owners, issues of ownership transition planning and optimal tax strategy at the owner’s exit are “nice to consider” but will be irrelevant if the company does not make it through next month’s payroll.  CPAs for these businesses try to educate their clients on the long-run implications of staying as a C corporation, the de facto structure when incorporating, but often run into a variant of “why bother? In the long run, we are all dead”.

The decision whether to elect S corporation is a complex one, and should only be done after reviewing with your advisors the pros and cons of both corporate structures.  However, we note that according to IRS statistics, most “small” businesses chose the S form at some point in their stage of development, so it is an issue worth serious consideration if the owner expects to sell the business, rather than close it down upon retirement.

 Major Difference in Taxes Paid in an Asset Sale between a C and S Corp

The primary reason to consider electing S corporation status is that there can be a significant difference in the taxes paid on the sale of a business in an asset transaction between an S corporation seller and a C corporation seller.  (If the buyer is willing to buy the corporate stock, then there may be little or no difference in taxes paid by sellers of a C or an S corporation).   In an asset transaction for a C corporation, the gains on tangible and intangible assets are taxed at the corporate capital gains rate, which is 35% at the federal level.  Then, when the corporation closes down, it will distribute the remaining cash as dividends, which in most cases are taxable at the individual level.  The effective tax rate can exceed 55% of the gain in the C corporation assets.

The asset sale of an S corporation after 10 years following the S election will be taxed at a much lower rate, since the capital gains are taxed at the individual capital gains rate, and there is no tax on distributions.

The 10 Year Window for the BIG Tax 

For companies that elect S corporation status, there is a 10 year window following the election when the C corporation tax structure will apply to the value created as a C corporation.  The IRS imposes a “Built-In Gain (BIG) tax on the gain in value of the company’s assets as of its conversion from C to S.  The gain in value over the value as a C corporation is taxed based on the S Corp rules.  Consequently, it is necessary to determine the value of the company and its tangible and intangible assets in their C status as of the conversion date.

If S Election is Made, a Business Valuation Should be Done

The valuation should be done using the conversion date as the effective date.  This valuation will be based on the financial statements of the business up to the conversion date, and on the outlook for the company as of the valuation date.

The valuation should determine the total fair market value of the business.  For larger companies, there should be an additional analysis to allocate the total asset value over specific tangible and intangible assets, in case there are sales of specific assets during the 10 year window.

This valuation will not be filed with the IRS upon its completion.  The valuation will stay with the corporation and its CPA for use in the tax calculations, if there is a sale of assets or the business during the 10 year window.  Having the valuation done just after the conversion date is the best way to maximize the rewards from building and operating a privately held business.

 S Corporation Basics (from IRS publications)

S Corporation Requirements

To qualify for S corporation status, the corporation must meet the following requirements:

– Be a domestic corporation
– Have only allowable shareholders
* May be individuals, certain trusts, and estates and
* May not be partnerships, corporations or non-resident alien shareholders
– Have no more than 100 shareholders
– Have only one class of stock
– Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).

Steps to Elect S Status:

Complete and file Form 2553:  No more than two months and 15 days after the beginning of the tax year the election is to take effect, or at any time during the tax year prior to the tax year the conversion is to take effect.

The Benefits of Offshoring Intellectual Property: Minimizing Taxes and More

From August’s Axiom on Value:

Given the current debate on the implications of corporate inversions — the acquisition of a U.S. company by a foreign firm resulting in the U.S. company moving to a low tax jurisdiction — one is reminded that there are significant business and tax minimization strategies that closely-held private firms can utilize if they have intellectual property (IP) and currently do, or expect to do, significant business outside of the U.S.

The effective corporate tax rate can be reduced by as much as 50%.  The extent of tax reduction depends on the facts and circumstances, but whatever these happen to be, owners usually reap a sizeable benefit.  Keep in mind that IP includes more than patents and trademarks. It includes know-how and business secrets that are the basis of a commercial venture.

There are at least two significant benefits associated with transferring IP to a foreign company that is domiciled in a low tax haven such as Ireland:

  1. Significant reduction in the corporate tax burden.  For example, if the foreign company is domiciled in Ireland, the marginal tax rate on profits attributed to that company based on transferred IP would be 12.5% versus the expected 40% combined Federal and state tax rate.
  2. Cost sharing between the U.S. parent and the foreign host related to improving the IP.  For example, if the transferred IP are databases and associated applications, then costs of any improvements can be funded by the U.S. parent (high tax haven) and the foreign company.

The key to implementing this strategy is determining the  value of the IP being transferred and the associated stream of royalty payments that would emerge if the agreement were arm’s length between two unrelated parties.

Axiom Valuation Solutions has valued many types of IP which were eventually transferred to a foreign host.   Based on this experience, we have identified four major drivers:

  1. Determination of the fair value of the U.S. company (pre-transfer)  and each of its identified intangible assets including the IP to be transferred;
  2. Expected revenue generated by the foreign company;
  3. The target rate of return that the sponsor would require in order to enter an agreement with an unrelated party; and
  4. Expected non-U.S. revenues.

New Opportunities for Business Borrowers, The Bank Monopoly is Ending

From June’s Axiom on Value:

The bank monopoly on business lending is eroding, creating new opportunities for business borrowers to tap into the global pool of capital. Because banks have been focusing on strengthening their balance sheets and improving capital ratios, they are increasingly reticent to extend credit to businesses that are of lower credit quality but nevertheless credit worthy.  Credit funds and BDCs (Business Development Companies) have filled some of the void by directly underwriting loans, while the proliferation of capital raising platforms like FINEX  (https://fnex.com/) are presenting unique opportunities for business borrowers. These platforms connect business borrowers with new and non-traditional lenders including high net worth individuals looking for higher yielding credit worthy investments in a low interest rate environment.

In order to increase the probability of accessing debt capital on fair terms, borrowers need to provide potential lenders with a credit risk assessment in much the same way public firms hire a credit rating agency to rate a bond before it goes to market.  While such an analysis is not mandatory, Axiom’s experience working with lenders indicates that business borrowers are well served if they can formulate their own expectations as to firm credit risk and make it clear to prospective lenders the basis of this assessment. In this way, borrowers are well positioned to compare and contrast offers, while lenders will be able to initially assess the credit risk of the client and, based on this and other information they may require from the borrower, make a determination as to whether to make an offer.

For any given credit risks assessment, the terms of the offer to lend will cover three variables:

•          rate charged or coupon rate

•          maturity or tenor

•          call provisions

The rate on the loan is the base rate plus a spread or margin. The greater the credit risk, the greater the credit spread and hence the greater the cost of debt.   As an example, if the tenor of the loan is five years and Axiom’s credit rating is 13 which is equivalent to an S&P credit rating of B, then the rate on the loan would be 7% – 5 year Treasury rate or base rate of 1.73% plus a 5.27% spread, which is market spread for five year B rated credits at the time the analysis was done.   Keep in mind that the 5.27% spread reflects two factors – the credit risk of the business issuing the debt (corporate credit risk) plus the credit risk of the loan being issued which reflects what a borrower would recover if the firm defaulted.   Depending on the debt structure of the firm, the credit risk of the debt being issued could be very much higher than the corporate credit risk.

Finally, most loans have a penalty if the loan is paid off prior to maturity.  One way to reduce the interest on the loan for any given credit risk is for the borrower to give up the right to prepay the loan.  Loans have other requirements also known as covenants.  Covenants are guidelines that, if violated, may result in the loan being called by the lender. More typically covenant violations result in the borrower paying additional fees and the coupon is reset to a higher level.  Two common covenants are the leverage ratio (Debt/EBITDA) and the coverage ratio ([EBITDA-CAPX]/ Interest expense).   Like anything else, covenants are negotiable.

Business Valuation 101: The Five Myths of Valuing a Private Business

From May’s Axiom on Value:

As you work tirelessly to meet the everyday challenges of running your own business, you may wonder why you should be interested in a column on valuing your business. After all, valuation is something you will be concerned about some time in the future when there is “need” for a valuation. If you feel like this and you stop reading, you will be missing an opportunity to insure that your business will survive and prosper.

Understanding the factors that determine the value of any business will pay tangible dividends by focusing you on ways to increase your firm’s short and long-run profitability. Moreover, if you choose to sell your business at some point in the future, this knowledge will assist you in positioning your company to receive the highest price. Therefore, there is no time like the present to begin to understand what a business valuation is, under what circumstances a valuation is customarily completed, and the critical issues to watch out for when events dictate that you undertake a business valuation.

What is a Business Valuation?

We first turn to the central issue—What is a business valuation? To answer this question, consider the following example. You own IBM stock and you want to know how much it is worth. Well, all you have to do is pick up the business section of the daily newspaper or go to any financial website, locate the stock tables and multiply IBM’s closing price by the number of shares you own. Through this simple exercise, you have valued your IBM shares or what you would receive in cash if you sold your shares at the closing price.

In concept, valuing your private business is the same as valuing IBM stock. But, because your firm is private, there is no stock table that you can conveniently turn to. No need to worry, however, because there is a pseudo-science, or some say an art form, that provides the foundation for skilled business appraisers to estimate what your business is worth. The problem is that the valuation process is often viewed as a “black box.” As a result, a whole mythology has grown up around valuation of private businesses. To help de-mystify the valuation process, let me introduce you to my top five myths about valuing a private business and explain how to avoid the pitfalls these myths present.

Top 5 Business Valuation Myths

Myth 1: Valuing a private business should only be done when the business is ready to be sold or a lender requires a valuation as part of its due diligence process.

Although the business sales and lending processes generally require that valuations be completed, if these events represent the first time an owner has a valuation completed, then you can be sure critical business and estate planning issues have not been addressed. If the business is to have a life beyond that of its current owners, then effective planning for ownership transition requires a regular valuation of the business.

Ownership transition may include gifting some percentage of ownership shares to family members during the owner’s life, thus reducing any tax on the owner’s estate at death. If a firm has several owners, a buy-sell agreement with accompanying life insurance should be in place so that if an owner dies, the remaining owners have sufficient funds to purchase the deceased owner’s interest at an agreed upon value. The buy-out value under these agreements should be updated regularly to reflect the firm’s financial progress over time and the valuation approach used should be one of several acceptable to the IRS.

Myth 2: Businesses in my industry always sell for two times annual revenue (the revenue multiple). So why should I pay someone to value my business?

The short answer is that data on selling prices indicate that revenue multiples within an industry are generally all over the lot. These rules of thumb used by business brokers, the individuals who often facilitate private business transactions, are median multiple values. The median value indicates that half of the revenue multiples are below the median value and half are above. Thus, the median value is just a convenient midpoint and does not represent the revenue multiple for any actual transaction. Unless the firm that is being valued is truly a median firm, then using the industry rule of thumb for this purpose is clearly wrong.

For example, according to a well- known source for business transaction data, Pratt’s Stats, recent revenue multiples for firms in the auto parts industry ranged from a low of .98 to a high of 8.3 with a median of 2.9. If you were valuing your firm for sale and your annual revenue were $100,000, then the value of your business could be as low as $98,000, as high as $830,000, or somewhere in between. Where your firm lies along this continuum is obviously of the utmost importance and can only be determined by a valuation approach that incorporates academically validated methods with industry-specific valuation factors. Myth 4 below discusses the legal and tax implications of assigning a value to your firm that is outside a permissible range.

Myth 3: A local competitor sold his business for three times revenue six months ago. My business is worth at least this much!

Maybe yes and maybe no. What happened six months ago is not really relevant to what something is worth today. What your business is worth today depends on three factors: 1) how much cash it generates today; 2) expected growth in cash in the foreseeable future; and 3) the return buyers require on their investment in your business. First of all, unless your firm’s cash flows and growth prospects are very similar to the competitor firm, that firm’s revenue multiple is irrelevant to valuing your firm. Moreover, without getting into the nuances of finance, even if the competitor firm was equivalent to yours in every respect and both firms were sold today, if interest rates were higher today than 6 months ago, the firms would likely sell for less than three times revenue. Conversely, if rates were lower today than six months ago, the firms may be worth more than three times revenue. In short, the value of your business, like the value of IBM stock, is likely different today than six months ago because economic conditions have changed.

Myth 4: How much a business is worth depends on what the valuation is used for!

The value of a business is its fair market value (FMV). According to the Internal Revenue Service, the FMV is what a willing buyer will pay a willing seller when each is fully informed and under no pressure to act. While there may be a FMV range, the wider the assigned valuation range is, the less reliable is the valuation and the more likely it becomes that the valuation will face greater scrutiny from potential buyers or the IRS.

Consider the example of a parent selling a business to a child. The incentives to assign a low valuation under these circumstances are significant. Given that the parent pays taxes on the difference between the value of the stock sold to the child and its value on the firm’s books (book value equity), establishing a low value on the firm’s stock results in the parent minimizing the capital gains tax owed to the IRS. The child, on the other hand, has to come up with less money, because the sales price of the business is much lower than its FMV. These types of transactions are common and the IRS is always looking for abuses. Alternatively, an owner of a business may make a charitable contribution of company stock. In this case, there is a significant incentive to place the highest possible value on the donated shares, because this will result in the largest charitable tax deduction. If the value of the donated shares is outside the FMV range, an IRS audit may well be in the donor’s future.

Myth 5: Your business loses money, so it is not worth much.

Most private businesses appear to lose money. Appearances, however, are often misleading. Not long ago, a friend of mine was considering buying an auto parts business in California. The asking price was approximately $950,000 and, according to the firm’s tax return, it hardly made a profit. Like many businesses of this type, this business was generating a great deal of cash, but this cash was masquerading as legitimate expenses. One expense category really stood out—payments to officers. This payment included the owner’s wage of $80,000 per year and a bonus of $150,000 that the owner paid himself at the end of year. The $80,000 wage is what the business would have to pay a stranger to do the same job as the owner. This was a real expense. The $150,000, on the other hand, represents what finance people call a return to capital. It is the cash the business generated and it is this cash that determines the value of the business.

Unlike public companies, the separation between ownership and management does not really exist in a private firm. Thus owners have some discretion over how they categorize cash flow generated by the business. Quantifying the size of these discretionary expenses is often a critical determinant of the firm’s value. As such, owners should keep a tab on what these discretionary expenses may be so that, when they are ready to sell the business, they can document these facts to the buyer. By doing so, the seller increases the buyer’s confidence that the business does legitimately generate the cash the seller claims and, accordingly, increases the buyer’s willingness to pay the asking price for the business.

In the final analysis, there are many important reasons that business owners should know the value of their businesses long before they decided to sell. By understanding the basics outlined above, you should be able to successfully plan the financial future of you and your family by understanding the value of your most important asset—your business.

Maximizing the Rate of Return on Your Next Acquisition: Why the Allocation of the Purchase Price Should Be Done Before the Deal Closes

From April’s Axiom on Value:

When an acquisition (stock or asset deal) is completed, the purchase price needs to be allocated to the assets purchased.  In our experience, the allocation exercise is typically done after the deal is completed.  A typical allocation table is shown below.

axiom on value1

Notice that in this case the portion that is goodwill is quite large at about 30%. From a post-acquisition perspective the tax benefit (assuming an asset deal or a stock deal with a 338 election) associated with goodwill is no different than the tax benefit associated with the customer list, for example- one fifteenth is amortized for tax purposes. Hence, the usual view is that the allocation of purchase price between purchased intangible assets and goodwill has no cash flow implications. This is often not the case.

Here is the reason. Goodwill is the value the buyer expects to produce in excess of what could be produced by the assets alone. Now in most cases goodwill can be divided into two components. The first is seller goodwill or goodwill that the seller would be expected to produce if the business remained on is historical trajectory. This goodwill includes but is not limited to additions to the customer base for example and/or strategies designed to reduce historical customer loss rates. What the buyer should not pay for is buyer goodwill. Following the example used here, buyer goodwill would equate to additions to the customer base above what the selling entity would be expected to generate on its own. Hence, the minimum purchase price should include the standalone value of the assets purchased plus seller goodwill. Any increment in the purchase price above this level gives rise to buyer goodwill. While competitive conditions and capital availability may result in a market participant paying up, the only way to know the potential extent of the over-payment is to conduct an allocation of the expected purchase price to the assets purchased.