Exit Planning for Privately-owned Businesses … The Beat Goes On (and On and On)

We admit we’ve been writing about exit and estate planning issues a lot recently. But we’re passionate about it and one of our goals is to keep this topic in front of you. Here’s why:

Based on a recent IRS study of estate tax returns that were filed (meaning that at the time of death the personal net worth, including the value of your privately owned business, was $600k or more) the wealthiest taxpayers held significant ownership in closely held, privately owned businesses of which:

• 80% were corporations and
• 20% were partnership type entities (this excludes the other 20 million of unincorporated, i.e., sole proprietors)

The SBA reports that there are 6.6 million small and mid-size businesses…the “economic engine of the American economy.” These businesses are responsible for 58% of all private-sector jobs, 43% of domestic sales and 51% of our private gross domestic product (that’s a mouthful).

Taking a deeper look at these 6.6 million companies:

• 55% employ less than 5 staff members
• the next 20% employ less than 10 staff members
• the top 25% employ 10 or more staff members

Further research shows that companies with 10 or more employees are often worth $1 million or more.  Another rule-of-thumb is that companies with $2 million in gross revenues are often valued at $1 million or more.

This isn’t an issue for Mark Zuckerberg to think about: you and I need to plan too. 

You ask…who are these business owners? Have you read a book called The “Millionaire Next Door”? It’s been around, but here’s what’s interesting. Statistically, you might think that the millionaire next door is the family doctor or lawyer. Not true. It’s the person who owns the local dry cleaning business, etc.

Here’s the scary part - some surveys conclude that as few as 20% of business owners have actually prepared for their exit. That, folks, is why we are vigilant about working with you now to help you prepare your exit plans. These are your goals -- think through them on your time, not someone else’s.

You’ve worked awfully hard to accumulate your worth. We want you to be as thoughtful and mindful with your exit plan. That’s our goal.

To find out how we can help you with estate and exit planning, give us a call.

              by Ed Davis, Partner



Accountable? Yes, But to Whom??

In this month's post, we discuss Accountable Care Organizations (ACOs) and their implications for owners of businesses in the health care and medical fields.

But first, we have good news to share for small business owners contemplating selling their businesses.   According to BizBuySell's Insight Reports for first quarter 2012, business-for-sale transactions jumped nearly 4% over Q1 2011.  Read the full report here.

We also see an improving market, albeit slowly.  If you have been thinking about selling your business, now is the time to plan for a successful transition.  We can assist you with an assessment of your current position, provide you with recommendations to create/improve value, and guide you through the sales process when you are ready.

Accountable Care Organizations (ACOs)

Healthcare, or rather its costs, is an ongoing and hotly debated topic likely to dominate much of this season’s Presidential debates.  And, it is an important concern as Medicare’s bank account becomes increasingly strained under rising healthcare costs coupled with an aging population.

Washington’s latest answer to solve this burgeoning spending crisis:   Accountable Care Organizations (ACOs). Although information about ACOs fills only seven pages of the massive 1,990 page health care law (2009), it has become one of the most discussed provisions and often touted as a possible solution to America’s health care woes. 

What is an ACO?  Accountable Care Organizations are groups of doctors, hospitals, and other health care providers who come together voluntarily to provide coordinated care to Medicare patients.  The goal is to ensure that patients, and especially the chronically ill, receive the correct care at the correct time, while avoiding unnecessary duplication of services while preventing medical errors. 

Under the current system, Medicare providers are paid a fee for services rendered.  Increased patient populations are given more tests leading to increased procedures driving rising Medicare costs.  Under an ACO environment, providers would be held jointly accountable for the health of their patients, giving them strong incentive to cooperate and save money by avoiding unnecessary tests and procedures.  ACOs that save money while also meeting quality targets would receive a portion of the savings while those missing the targets would be at risk for losing reimbursement dollars.  Yes, an ACO smells a lot like a re-branded HMO of the 1990s.  The notable difference is that an ACO patient is not required to stay in- network which mitigates the consumer backlash created by the in-network provider limitations of an HMO.

So who’s in charge?  Hospitals, doctors, and insurers are all vying to develop ACOs.  The smart bet is on the sector with the most available capital to finance an ACOs initial investment and maintain its ongoing operations:  large hospital systems and large health insurers.

As key players race to form ACOs, hospital mergers and provider consolidation will continue to proliferate and likely accelerate leaving fewer and fewer independent hospitals, health centers, and doctors.  Greater market share provides these mega health systems leverage in negotiations with insurers and suppliers further challenging the remaining independents’ operational profitability and perhaps, relevance.

Like it or not, agree with it or not, ACOs are here and growing and will likely create greater and greater impact on health care delivery systems -- especially true in more densely populated regions. The rise of ACOs may mean disruption and potentially, dissolution, for those medical groups unwilling or unable to adapt. That’s why physicians should not delay in beginning the process of understanding and accommodating the changes that ACOs will inevitably bring. Taking a proactive stance in dealing with the issues your practice will likely face will leave you far better positioned to weather the tumultuous times ahead.  

So who’s accountable?  You are:  to yourself, your family, your practice, and the patients you serve.  The choices are to: 1) remain independent and hope for the best, 2) to expand, 3) to merge, or 4) to be acquired.  Other than those clinging to the first choice, opportunities exist and the professional business advisors at CI Harvest are poised to assist in helping capture those opportunities, beginning with deeply incisive strategic practice and market analysis based on your personal situation and goals, all the way through to its successful implementation. 

There’s a saying around the Firm, “you don’t know what you don’t know”… and that could be quite costly.  We know, let us help you find out…

  by Glenn Molin, Senior Business Intermediary

Dr. Glenn Molin is a doctor of chiropractic who also holds an executive MBA. He has been involved in the healthcare sector throughout his 20 year career and as Senior Business Intermediary for Harvest Associates specializes in business transactions in the healthcare and medical fields.

Gift and Estate Tax Changes.....Are You Ready?

Recall the conversation between Robert Hayes and Leslie Nielsen in the movie Airplane?

   Robert Hayes ... "Surely, you can't be serious?"

   Leslie Nielsen .. "I am serious...and don't call me Shirley."

That pretty much sets the stage for this month's newsletter about exit planning:   The "Are you serious?" state of confusion regarding gift and estate taxes.  Arguably, no other area of tax planning has been in such a state of flux. 

One of the most common question business owners ask us is:  

"I am thinking about giving my children an interest in our family business but I'm confused about changes in the gift and estate taxes. For tax purposes should I start gifting my ownership in 2012 or wait until 2013?"  

  

Fair disclosure:   Current thinking is a bit of "Who knows?" but most feel there will be changes to both the amount of the exemption and the estate tax rates that will result in added tax to the current owner.  In a world of no guarantees, it certainly appears that in most circumstances now is the time to gift.

  

Issues regarding gift and estate taxes focus on two key parts:  

  

The Lifetime Exemption Amount

and

Gift and Estate Tax Rates

  

Here's a summary of what we know:

Exemption Amount:

• 2001 - 2010: The lifetime tax free exemption for gifts increased to the current amount of $5M
• 2010 - 2012: The above exemption, $5M, was extended though 2012 (with inflation, $5.12M)
• 2013:  The lifetime exemption will return to the 2001 level of $1M

Tax Rates:

For 2013, the tax rate applied to the portion of gifts that exceed the amount of the lifetime exemption is scheduled to increase from 35% to 55%.

There you have it.  A perfect storm! The amount of the lifetime gift that is exempt will be sharply reduced and the tax rates applied to the amount exceeding the exemption will increase.

Of course there is speculation, and thus confusion, regarding everything from continuing extensions of the current rates to a retroactive adjustment of future rates on gifts given now.  Recent experience indicates that these types of changes are just not predictable.

Our opinion is that the current combination of historially high exemptions and historically low rates make it an ideal time to start the transition planning now while there is still time to implement your plan in a more tax friendly environment.  Waiting until 2013 to start your plan will likely cost you more in taxes.

If you're ready to move forward, one of the first steps is to make sure you have an up-to-date value for the business.

Using the valuation and working with your advisory team, you can determine the best way to structure the ownership transfer. Finally, complete the transfer. Lastly, Happy New Year...smart move!

If you have questions about gift and estate tax planning, feel free to give us a call.  We're happy to assist you in determining a plan that's best for you!

-by Ed Davis, Partner

Private Equity Groups - Potential Buyers for Your Business?

It's February - the month of groundhogs, love and presidents.  If you're a business owner, you've probably got more on your mind, especially if you are thinking about buying, selling, or a succession plan for your business.

Recently, we've been talking about the different types of buyers we work with and how the buyer market has changed during the past few years; some good and some "to be determined".  In this issue we talk about the private equity group (aka PEG) of buyers and what that means to sellers of smaller privately owned businesses like yours.  There's been a lot of news recently about PEGs, mostly in a political and tax related context (e.g., Mitt Romney's success as a partner with Bain Capital and the income tax rate he pays). We'll stay away from that.  That's a whole other discussion!
So what is a PEG?

They've been around since the 70s starting as larger, "mega" buyout firms (Bain, etc.)

• They are investors who have private funds (a combination of personal funds and investor funds) to invest and are seeking alternative investment opportunities (i.e., privately owned businesses) where financial returns can "beat the market"
• They buy companies across all industries and usually want a 100% ownership, or at least a majority ownership (51%) in the companies they buy
• They typically buy mature, established companies - not early-stage or startup businesses
• The goal of the PEG is to improve and grow the company with a goal to "exit" their investment in the next 5-10 years, at which time they return the gains to their investors and "close the fund".

What's this mean to you? Here's the change that's going on. In the last 3 years, we've talked with numerous nationally based PEGs who are investing in smaller privately owned businesses. A typical investment opportunity is a company with:

• gross revenues of $2-$20M
• a stable management team
• a growing industry and
• an opportunity to either grow or combine a new opportunity with a similar business they already own

Specifically, the PEGs we've talked to and met with are interested in businesses we represent in the following markets:

• Health care services
• Construction (Homeland Security, IT and General)
• Environmental Analysis
• Engineering
• Distribution
• Food Service

If you are considering selling your business, especially in one of these industries, we believe that, in the right circumstances, PEGs are a legitimate pool of potential buyers that should be considered.

As we've pointed out, the buyer pool is constantly changing and much more diverse than it was 3 years ago. Today's business seller needs to be more aware than ever of how the pool is changing and what impact this has on potential sales opportunities.


If you'd like more information sbout PEGs and how they might be a prospective buyer of your business, please contact me or Ed. Either of us would be happy to talk more about this with you!

New Estate Tax Laws, Time to Plan

“One difference between death and taxes is that death doesn't get worse every time Congress meets”.


Will Rogers

Confused about the federal estate rules and regulations? Wonder what the tax rules are? Did George Steinbrenner (owner of the New York Yankees) get it right when he died in 2010…should he have waited? We thought we would recap the current estate and gift tax rules. Note, they only apply for 2011 and 2012 and will change again, maybe. Here you go:



1. The minimum federal estate and gift tax rate is 35%,

2. The “unified tax credit exemption equivalent” is $5m … a fancy way to say that up to $5m in assets can be passed on to heirs either during your lifetime and at death (hence the term unified) without federal taxation,

3. The generation-skipping transfer tax rate is 35% with a $5m generation skipping transfer tax exemption. Many individuals (grantors) who might otherwise leave their entire estates outright to their children will instead allocate their generation-skipping exemptions to “generation-skipping transfer tax exempt trusts” for their children and grandchildren. Potential benefits include:

a. the trust will escape all transfer taxes when the children die and will pass tax-free to the grandchildren,

b. the trust may be protected from the claims of creditors and, to some degree, from claims of ex-spouses. Had the trust property been left to the children outright, the property would be subject to such claims. In some states, property acquired by gift or inheritance from a third party is not subject to division in divorce proceedings and therefore, would not be subject to claims by an ex-spouse,

4. The maximum estate tax unified credit between spouses is now “portable” meaning that a surviving spouse can elect to use any unused portion of the estate tax credit of the predeceased spouse (currently $5m). so, with the right planning, married couples can effectively shield up to $10m in assets from federal estate and gift tax,

5. Estate tax deferral – payments of estate tax attributable to the value of a closely-held business can be deferred for up to 5-years.



Remember, these rules only apply for planning during 2011 and 2012. After that, the rules “sunset” (we think that’s a cute phrase) and revert to the 2001 rules.

Article Authored by Ed Davis.  edavis@ciharvest.com
U.S Treasury Circular 230: Any tax advice included in this written or electronic communication was not intended or written to be used, and cannot be used by the taxpayer, for the purpose of avoiding any penalties that may be imposed on the taxpayer by any governmental taxing authority or agency, nor can this be used for the purpose of promoting, marketing or recommending to another party any transaction or matter addressed herein.