As brokers and valuation experts, we are hearing this question a lot. As always, the first consideration is whether your heart is still in your business, and whether you see yourself continuing to enjoy your work for the next five years, at least. If you cannot answer that question affirmatively, you need to consider whether now is the time to sell (or buy).
There are four major factors affecting succession planning right now, all of which are awash with generally bad news: Taxes, the U.S. economy, the credit markets, and the stock market. For funeral homes, however, there are unique opportunities among this dismal news, especially for those active in either buying or selling:
This one is pretty simple. The President made it clear in his first public address to Congress that taxes are going up. At a minimum, the Bush tax cuts, including the capital gain rate that most impacts sale proceeds, will be allowed to lapse at the end of 2010. Taxes on ordinary income will also rise for those earning over a stated amount. Sales completed before the tax increase will net at least 5% more from current tax rates. Note, however, that many commentators have stated that the tax increase would have to be larger and/or sooner than promised for the President to meet his budget goals. If you are a seller or buyer, the sooner the better to minimize the tax bite.
With the overall U.S. economy bad and expected to get worse at least through 2009, there is always a “flight to safety”. Sectors that are perceived as recession proof become most attractive. Since need and volume in our sector is perceived as being necessary in good times or bad, death care businesses may actually become more valuable. I say perceived because increasing joblessness and loss of confidence will begin to find its way into average sales at some point if not already.
3. Credit markets
Even with massive taxpayer money pouring into the banking systems, many banks still will not lend for two reasons. First, new loans are heavily discounted compared to old loans lenders can buy that are already discounted. Second, banks are hoarding the cash they get in anticipation that the amount of bad credit will continue to grow as defaults spread from sub-prime residential loans to consumer credit, regular mortgages and commercial real estate.
The opportunity, however, is with the SBA and local banks that have limited exposure to real estate and realize this is their chance to get customers that they might have typically lost to larger banks. Industry specific lenders who understand the funeral service business may also be a good option. For those with money to lend and solid balance sheets, any loans not based on commercial real estate values look good, and non cyclical businesses look best of all. Since predictable cash flow has always been the basis for value for most funeral homes, we expect to be able to find financing for properly structured sales with solid buyers. Nevertheless, expect several effects from tight credit markets:
- More conservative valuations and underwriting. Lending will be based on volume, revenue and profitability that have been historically proven. It will be very important that financing packages properly present this information and substantiate projected cash flow. While multiples may be a little lower than in boom times, solid companies, well presented, can achieve solid valuations.
- Higher equity requirements. Buyers will need to have at least 10-20% cash into the deal or substantial liquid net worth.
- Greater owner financing. Do not expect all cash deals if you are a seller. Buyers and lenders will want to see 10-25% of the purchase price financed by sellers. This may actually be a benefit to sellers, however, since spreading out taxes and a good interest rate on any amounts they finance may provide a better, safer return than what most other investments will offer for quite a while.
4. Stock market
Whether the market finds a bottom or continues to sour does not really matter as long as the extraordinary volatility continues. This impacts funeral home sales in two ways. First, public companies stock prices have been dragged down with the overall market, whether or not the fundamentals support such a drop. Until they stabilize at something close to traditional cash flow multiples, they may not be able to pay sellers a price representing a higher multiple than what the company’s shares trades for. Public companies could remain out of the market except for extraordinary situations. Again, this is good news for everyone else seeking to buy; especially those that can afford larger businesses that would have sold to consolidators in the past. Second, sellers will need to carefully consider where to invest proceeds. Projected returns from traditional debt and equity portfolios will be lower, making other investments (such as owner financing) more attractive. A silver lining to the low returns for those that sell now is the opportunity to sit on cash and be ready to invest once the bottom is reached, enjoying the run up in value as the market recovers.
Finally, one more effect of the economy is the impact on supply and demand. Many owners are going to “wait out” the current economy. When the economy finally shows signs of recovery, all those owners who put their plans on hold during the recession will be pushing for the exits. Selling a company during a buyer’s market with a glut of supply is going to be at least as challenging as during a recession. Therefore, an owner who feels he would like to pass on the rewards and burdens of ownership within the next few years should consider the following to determine whether to start now:
- Will you be able to attract prospective buyers with strong balance sheets who can get financing?
- Are you willing to finance 10% or more of the purchase?
- Are taxes a consideration?
- Are you willing to let someone else face the challenge of maintaining profitability through the current economic cycle?
If the answers are no, consider adding to the value of your company through select acquisitions. If the answers to these questions are yes, it is time to get started now.
This article does not constitute tax advice and no action should be taken based on the information provided without consulting a qualified tax advisor. D. Brooks Cowles, Jr., Esq. operates the Atlanta, GA office (404.262.4750) for Johnson Consulting Group headquartered in Scottsdale, AZ (888.250.7747). Copyright 2009.