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Technology Impact on Business Valuation

Just as with so many industries, technology is transforming the accounting industry. Gilmore Jasion Mahler CPA Jeff Denning works with many different business owners to determine the value of their businesses. He says there’s no question technology and artificial intelligence, or AI, are changing things. The real question, he says, is whether or not those changes are a good thing when it comes to trying to figure out what your business is worth.

Jeff Denning has over three decades experience as a CPA. His expertise is business valuation and forensic accounting.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business advisory, tax, risk advisory, healthcare management and outsourced accounting. The Firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution and utilities.  

The 8 Steps of Business Succession Planning

Jeff Denning Business Valuation Gilmore Jasion MahlerIt’s one of those issues that you may feel you don’t have time for because you’re too busy actually running your business. But it’s an important question you need to ask yourself. What are your plans for the business once you’re out of the picture? It’s surprising how few business owners actually know the answer. Statistics show that almost half of family businesses have absolutely no succession plan.

Gilmore Jasion Mahler and Croghan Colonial Bank recently teamed up to present a business succession planning workshop for area business owners. They offered some valuable takeaways including 8 steps to ensure a successful transition to new leadership.

First and foremost, be realistic about how long it will take to sell your business. Croghan’s Paul Wannemacher says the average time to sell a business once it’s listed for sale on the market is 6-11 months. He says one should also factor in 2-3 months to close once an agreement is reached.

“Make sure you’re ready when that prospective buyer does come along,” says Wannemacher. “Create a descriptive listing of the business as well as an overview. Just like when selling your house, you need to think about “curb appeal”. You may need to resurface the parking lot, freshen the landscape or painting to make it look more attractive to a potential buyer.”

Once you’ve tended to that first impression of your business and informed your key management, here are the 8 steps to succession planning:

  1. Get a handle on the marketplace. What’s the climate in your industry, the local economy and the national and international economies? Are there potential buyers out there?  Maybe your family members, managers within the company, maybe competitors?
  2. Pull together a team of advisors. This team should include your CPA, lawyer, wealth advisor and commercial banker.
  3. Get your business ready for transition
  • Review metrics
  • Make sure your records are accurate and up to date

It’s smart to anticipate some challenges along the way as you get your business ready for transition. Some of those challenges could include:

  • Normalizing your income statement
  • Cash flow/debt service history and capacity
  • The condition of your balance sheet
  • Collateral

Who is in the pool of potential buyers?

  1. Get a valuation

Gilmore Jasion Mahler CPA Jeff Denning is an expert in business valuation. He says the first question you need to ask yourself before getting a business valuation is: what are you offering to sell?

“Are you selling all of the transferable assets of your business or a fractional interest or equity share? What about your client and customer relationships? Your contracts? What about your workforce? We’re in the midst of a critical workforce shortage,” says Denning. “Many businesses are interested in acquiring other businesses right now to acquire their workers.”

Another challenge can be landing on an asking price for your business. Denning offers these questions to ask yourself:

  • Do you have a CFO or controller to assist in this process?
  • Do you have an outside CPA with valuation experience?
  • Do you need a business broker to help assess market potential or handle the entire sale process?
  • Do you need a real estate appraiser?
  • Grade your business against other comparable businesses
  • Is the business transferable? Owner-operated? How much risk of retaining customers?
  • Put yourself in the buyer’s shoes- your advisors should help with this perspective
  1. Create a personal financial plan: What amount of sale proceeds do you need to be satisfied? Look at your living expenses, vacations and spending you anticipate, family and charity goals. Don’t discount the emotional toll of finally leaving a business you’ve nurtured and built over the years.
  2. Prepare your family for the transition: The sooner you can let family members in the business know your plans the better. You may consider family wealth transfers through trusts or partnerships.
  3. Work with prospective buyers: Some things to keep in mind as you consider bids: how will loyal managers and employees be treated? Will the new owners continue with the company, improve it, or close it down?

“The buyer may want you to stay for a period of time after the sale. Just be very clear what that continuing role might be and how long will it last,” adds Croghan Bank’s Chris Kelly.Succession Planning Chris Kelly Paul Wannemacher Croghan

  1. Structure and close the sale

“Once you’ve identified a buyer, be aware that the final stretch can be as difficult as all the other steps that led you to this… and maybe more frustrating,” says Croghan’s Paul Wannemacher. “Will the business organization change? Will there be a reorganization? Are non-compete agreements needed?”

And, what type of financing is available?

  • Seller financing (you take on all the risk)
  • Conventional bank financing
  • SBA 7(a)
  • Collateral enhancement
  • Equity investors
  • ESOP

From assessing the marketplace to closing the sale, these eight steps are meant to be a guideline as you contemplate the future of the business you’ve worked so hard to build. While it may seem daunting, many financial experts agree that perhaps the worst thing you can do in regard to succession planning is to do nothing. If you and your financial team can come up with a strategy, you can rest assured that your exit will leave your business and your employees well positioned for future success.

Jeffrey S. Denning, CPA ABV, CFF is a partner with Gilmore Jasion Mahler, LTD. He has over 30 years of accounting experience, with a focus on providing services as an accredited business appraiser, forensic accountant, litigation consultant, and expert witness.

Chris Kelly is a Vice President and Commercial Loan Officer at Croghan Colonial Bank. He has over 20 years of experience in commercial banking, providing small to medium sized privately held businesses, nonprofits and professional firms with financial solutions.

Paul Wannemacher, CPA, PFS, CFP is a Vice President and Trust Officer at Croghan Trust & Investment Management. He has over 25 years of experience in trust administration, portfolio management, tax & financial planning and business consulting.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business advisory, tax, risk advisory, healthcare management and outsourced accounting. The Firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution and utilities

Welcome News for Contractors

By the very nature of the construction industry, contracting businesses constantly move to new job sites, often criss-crossing the state of Ohio. That can get complicated when it comes to tax filing. But, not so much anymore. This video explains in simple terms what's different.

Gilmore Jasion Mahler CPA Mary Jo Pitzen is a member of the firm's Construction Specialist Team. She provides general business consulting and strategic tax planning to many of the firm's contracting clients.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business advisory, tax, risk advisory, healthcare management and outsourced accounting. The Firm's professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution and utilities.

The New Tax Law & Your Construction Business

The Tax Cuts and Jobs Act (TCJA) brought the most significant changes to our country’s tax law in over thirty years when it was signed into law on December 22, 2017. Most of the changes in the new law first applied to 2018 tax returns, so it’s our first chance to really see its impact. Since December of 2017 there have been several notices and regulations clarifying the new tax law, but further guidance is still needed in many areas. In this article, we’ll take a look at some of the key issues impacting businesses, particularly those businesses in the construction industry.

Qualified Business Income (QBI) Deductions Clarified

TCJA introduced a new deduction under IRS Code Section 199A for up to 20% of an eligible taxpayer’s qualified business income (QBI). Final regulations clarifying Section 199A were released in late January. The deduction, which is not available to C corporations, is calculated based on the qualified business income of each trade or business, subject to limitations based on wages and fixed assets. If the individual taxpayer’s taxable income is under $157,500 ($315,000 married filing jointly), the taxpayer is not subject to these limitations.  

Aggregation

The final regulations added the option to aggregate at the entity level, reducing the reporting obligations of the taxpayer. This is welcome news for many contractors, as it is common in the construction industry to have multiple entities for different geographic regions or service lines.

Aggregation can also be done at the individual level, allowing a taxpayer to combine activities that would otherwise be limited from taking the deduction. This individual level of aggregation now allows a taxpayer to combine wages and assets to maximize the QBI deduction. This aggregation will also simplify the new tax return disclosures required under the Tax Cuts and Jobs Act.

Assuming the individual taxpayer’s taxable income is in excess of the thresholds, the 20% deduction is limited based on a percentage of the entity’s wages and/or fixed assets. The final regulations also allow the entity to include wages of common law employees paid by another entity. This could be a significant benefit for related entities that may have differing ownership or those who use staffing companies, certainly something seen often in the construction industry.

Planning Opportunities

It’s also important to carefully analyze other planning opportunities and pitfalls. It will generally be beneficial for partners to take distributions in lieu of guaranteed payments since guaranteed payments don’t qualify for the 20% deduction. Also, entities will need to monitor the level of any consulting or other specified service income within an otherwise qualified trade or business. Specified service income over thresholds could cause an entire trade or business to be disqualified.

Bonus Depreciation and Section 179 Changes

Most owners of construction companies can never have enough equipment! Many of these businesses are smart and buy new equipment for economic reasons and not for tax reasons. If it’s necessary to buy new equipment to grow your company, some changes in bonus depreciation can really pay off. In fact, we’ve seen an increase in activity in the buying and selling of construction companies because this same rule applies to equipment acquired when you buy a new construction business.

The TCJA expanded accelerated depreciation, increased the Section 179 limits, and allows for 100% bonus depreciation on both new and used property. There are not any limits on the amount of bonus depreciation that can be taken, but Section 179 is still limited by the asset acquisitions of the taxpayer as well as taxable income. Qualified Improvement Property, a new class of property, includes nonresidential improvements to the interior of a building. Qualified Improvement Property is eligible for Section 179 depreciation, but currently is not eligible for bonus depreciation due to technical oversights when the TCJA was drafted. 

Meals and Entertainment Deductions: Not What They Used to Be

In the past, taxpayers could deduct 50% of the costs of business-related meals and entertainment expenses. The new tax law has eliminated any deduction for entertainment-related expenses. In general, the 50% deduction remains for most business-related meals, and the 100% deduction for employee social and recreational meals still exists.

Ohio Municipal Income Tax: Easier Filing

Beyond the federal tax law changes, there have also been significant changes to Ohio municipal income taxation. This was the first filing season allowing business taxpayers to file a single, combined municipal income tax return instead of filing separate returns for each city. This is a welcome change for contractors working in communities across Ohio, eliminating the need for potentially dozens or maybe hundreds of separate filings. Before a business can begin filing a combined return, it must first make a one-time election and notify each of the cities within 60 days of the beginning of their tax year. Businesses with a December year end would have had to file the election by March 1, 2019 in order to be able to file a combined 2019 return.  

The application of the new tax law can be complicated for both individuals and businesses. It’s safe to say we can expect to see more clarifications from the IRS in the months ahead. While the Tax Cuts and Jobs Act simplified tax filing for some of the most basic tax returns, many taxpayers and businesses are likely to struggle to digest and apply the new law now and for some time to come.

CPA Mary Jo Pitzen contributed this article. It was also published in the May 2019 edition of the CFMA Northwest Ohio Ledger, the organization's online newsletter. Mary Jo is a senior tax manager at Gilmore Jasion Mahler, LTD. She is a member of the firm’s Construction & Real Estate Specialist Team. Mary Jo is also a member of the Northwest Ohio chapter of the Construction Financial Management Association (CFMA) and the Toledo chapter of The National Association of Women in Construction (NAWIC).

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business advisory, tax, risk advisory, healthcare management and outsourced accounting. The Firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution and utilities.  

Business Valuation: What to Look for in an Expert

You know you need a business valuation, but who should do it and how in depth should it be? Gilmore Jasion Mahler Partner Jeff Denning specializes in business valuation and says be aware that the IRS or a court of law will have some requirements when it comes to the valuation, and who does the work. He offers some ideas on how to go about choosing the right person for the job.

Who does a valuation for your business is one of several important questions as you begin to research the process. For more information, see GJM's video blogs How Do You Figure Out the Value of Your Business, Business Valuation: Lengthy Report or Not, and What is the Business Valuation Process. Learn more about Jeff’s expertise in business valuation and forensic accounting, and don’t forget to sign up for GJM’s free quarterly newsletter The Expert with a focus on business valuation and litigation support. Just click here for quick and easy sign up.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting services and provides comprehensive services including assurance, business advisory, tax, risk advisory, healthcare management and outsourced accounting. The Firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution and utilities