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PPP loan forgiveness will likely impact your overhead rate!

08.18.20

Read this if you are an engineering or architecture firm working with government agencies reimbursing overhead established in an overhead rate schedule based on direct labor.

It seems everyone is both anxious to gain forgiveness of their PPP loans and worried about the ramifications of requesting and being granted forgiveness. There is so much you need to consider to understand the potential impact forgiveness may have on your future cash flow and revenues. Let’s focus, though, on your overhead rate.

Some things to consider:

  • PPP loan forgiveness may significantly reduce your overhead rate. As a result, future contracts and related revenues from federal, state, or local government agencies will be impacted. 

    Federal Acquisition Regulation (FAR) 31.201-5 dictates that the applicable portion of any income, rebate, allowance, or other credit relating to any allowable cost and received by the contractor shall be credited to the government. If the credit will be used to reduce the indirect labor costs and rent, some of the largest costs of A/E firms, the overhead rate might be reduced by as much as 25% to 30%. 
  • Guidance on the timing of credit offset is still unclear.

    Do you offset 2020 expenses for forgiveness not settled until 2021 to better match cash flows and credit expenses relevant to forgiveness? Or reflect the forgiveness in the Schedule during the period forgiveness was formally received?
  • The IRS is currently communicating that the costs incurred to gain PPP loan forgiveness will not be deductible expenses, thus increasing 2020 taxable income.

    If your company is in a taxable position, federal income taxes will increase as a result and impact cash flows. And remember, federal income taxes are unallowable costs in overhead rate schedules under FAR Part 31.201-41.

Depending on the concentration of your contracts with federal agencies, the significance of overhead rate reimbursement on contract revenues and expectations for growth, it may actually be more beneficial to pay the loan back instead of asking for forgiveness.

The Department of Defense (DOD) weighs in:

Often the first agency to establish policy or make changes, the DOD has issued guidance in the form of answers to FAQs about CARES Act impacts on DOD pricing and contracting. Q23 specifically addresses the issue of PPP loan forgiveness. It states, “to the extent that PPP credits are allocable to costs allowable under contract, the Government should receive a credit or a reduction in billing for any PPP loans or loan payments that are forgiven.” You can read that and other CARES Act credit guidance here. Even if you don’t directly work with DoD, other federal agencies and state DOT’s generally adopt DoD’s guidance. 

What if we apply forgiveness credit against direct labor? 

You might wonder, why not just apply the credit against direct and indirect labor in proportion to the actual payroll paid during the PPP loan covered period? If this was possible, the overhead rate might actually increase. Unfortunately, billing the government for direct labor costs offset on the overhead rate schedule with the credit of PPP loan forgiveness would violate FAR Part 31 cost principles. Since you can’t bill for credited costs, revenues for contracts with government agencies would be further reduced. 

We advise a wait and see approach.

The best action plan to do right now is to wait for better and clearer guidance. Industry associations such as ACEC are advocating for more favorable PPP loan forgiveness treatment. Furthermore, there are still quite a few unanswered questions by the SBA. 

If you have any questions related to your overhead rate and the impact of PPP loan forgiveness on your revenue from contracts with government agencies, please contact us. We’re here to help. 


 

Related Professionals

Principals

  • Linda Roberts
    Principal
    Construction, Manufacturing, Real Estate
    T 207.541.2281

Read this if you are an engineering or architecture firm working with government agencies reimbursing overhead established in an overhead rate schedule based on direct labor.

We are approaching the end of 2020 and we still don’t have final and authoritative guidance from the U.S. Department of Treasury and the Office of Management and Budget about how to treat the PPP loan forgiveness. Will the Federal Acquisition Regulation, Part 31.201-5, Credits, apply and drastically diminish overhead rates for 2020? Will any credit follow the timing of legal forgiveness? Will you be required to offset subsequent forgiveness against 2020 expenses? 

The lobbyists are hard at work fighting any offset. Will they gain legislative support or will a compromise be negotiated? In the face of so many unknowns, we encourage companies to plan for potential outcomes of this unique situation in order to avoid unwanted surprises in the years to come. What can be done now? Let’s first explore trends we’ve observed for A/E firms for this year:

  • Certain costs, such as travel, meals, seminars and overall office expenses, are lower in 2020 with many employees working from home. 
  • Employees are traveling less and are not participating in networking events; they are focusing more of their time on chargeable work. As a result, utilization rates are higher in 2020 compared to recent years. A 1% change in utilization generally results in an approximate 4% directional change in overhead rate. 

These lower spending, higher chargeability trends are pushing overhead rates down considerably for 2020 and, likely too, for 2021. Depending on the type and the length of projects contracted to include those overhead rates, resulting profitability will also be lower for a few more years when indirect costs increase to normal levels. Proper planning is extremely important in this situation. Here are some questions to ask when considering your options:

  • Are there opportunities to negotiate the project price or terms so project profitability is maintained? Can you negotiate higher labor rates or a fixed overhead rate? 
  • If there isn’t any room for negotiations on projects using actual audited overhead rates, should your company focus business development efforts on bidding on or seeking and forming strategic partnerships to pursue more non-governmental projects? 
  • If the company remains profitable and realizes savings in certain costs this year, can you find ways to spend and increase allowable indirect costs while simultaneously strengthening your company? Can you award higher employee bonuses to boost employee morale and help retain great talent? Or maybe now is the time to ramp up cybersecurity training to strengthen IT controls and employee awareness of how to prevent, detect, and respond to cyber threats or invest in cyber penetration testing. 

Targeted spending on allowable costs will help elevate your overhead rate and help position your company to emerge stronger post-pandemic. If you need any help modeling expected overhead rates or have questions about allowable overhead costs, please contact Estera or Linda. We're here to help. 

Article
Planning for overhead rate changes: Considerations and strategies

We have talked about the two recent GAAP updates for years now: 1) changes to the lease accounting and 2) changes to revenue recognition standards. We have speculated what the outcomes are going to be and how they will affect the financial statements, requirements for certain ratio calculations and the like, and finally we have some answers! Both standards were finalized and published, and will be in effect in 2019 and 2020. The new rules for both require more than a couple of hours of reading and can be very confusing.

Two questions we have heard recently: Are the changes intertwined? And do we now need to consider the new revenue recognition standard when we implement the new lease accounting? The answer is a resounding NO!

The new GAAP for revenue recognition is very clear about this: it specifically carves out lease contracts. As a matter of fact, accounting applied by lessors will not change significantly when the new lease rules come into effect. If you are a lessor, you will continue to classify the majority of operating leases as operating leases, and will recognize lease income for those leases on a straight-line basis over the term of the lease. However, if you find the new rules confusing, your BerryDunn team is standing by to help you get the answers you need.

Article
New lease and revenue recognition rules: Mutually exclusive

The good news? When it comes to revenue recognition, tax law isn’t changing. The bad news? Thanks to new revenue recognition rules, book to tax differences are changing. And because tax prep generally starts with book income, this means that the construction industry, among others, will need to start changing their thinking about tax liability, too.

The goal of the new rules is to establish standards for reporting useful information in financial statements about the nature, amount, timing, and uncertainty of revenue from long-term contracts with customers. The standards aim to clarify the principles for recognizing revenue. You can apply standards consistently across various transactions, industries, and capital markets — in order to improve financial reporting by creating common guidance for U.S. Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS). The core principle is that you should recognize revenue in an amount and at a time that aligns with expectations for the actual amount to be earned when it is actually earned (i.e., when the goods or services are delivered). That’s different from what we do today. Here are some areas affected by the changes:

Uninstalled materials

Under current GAAP, the costs of uninstalled materials, if constructed specifically for the job, are included in the job cost. Under the new GAAP, contractors will recognize the revenue only to the extent of the cost or will capitalize them as inventory—you will recognize profits later. For tax purposes, uninstalled materials are still included in the job cost. You will have to recognize profits for tax purposes sooner than for book purposes.

Multiple performance obligations

Under the new GAAP, you may have to segregate one contract into two or more performance obligations — those revenues are recognized separately. For tax purposes, it is very difficult to segregate a contract (it requires a tax commissioner’s prior written consent) so a contractor might have to show one contract for tax purposes and two or three contracts for book purposes. For example, if you have a contract for a design build project and generally bid separately for the design phase and construction phase of this type of project, you might have to separate this contract into two performance obligations. For tax purposes, you will continue to treat this project as a single contract. These contracts most likely will have different profit margins and you will have to recognize revenue at a different pace.

 Variable consideration

Under current GAAP, contractors can’t recognize revenue on bonus payments until they are realized, usually at the end of the project. Under the new GAAP, contractors need to gauge the probability of the bonus payments’ being received and may have to include some or all of the bonus payments in the contract price — you will have to recognize revenue sooner. For tax purposes, variable considerations are included in the contract price when contractors can reasonably expect to collect them. The general practice is that tax follows what you record for books for the total contract price. Does this mean that you have to recognize revenue for tax purposes sooner, too? Or will it create a book to tax difference, subject to judgement? The IRS may be issuing some guidance on these issues.

Deferred taxes

With changes in book to tax differences due to changes in timing of when you recognize profits, there will also be a change in deferred taxes.

After implementing the new GAAP, you will need to segregate items like variable consideration and uninstalled materials. Even if your tax method doesn’t change, will you need to maintain and provide the information needed for tax return purposes? More companies might ask the IRS for permission to make accounting method changes for federal income tax purposes. The IRS may consider allowing an automatic method change in order to help companies conform more easily to the new standards. The IRS will also provide guidance on how the new revenue recognition rules affect tax reporting.  

Accounting for GAAP purposes isn’t the same thing as accounting for tax purposes. But when it comes to the new revenue recognition rules, things can get complicated. To learn more about accounting method changes you might need to make, get in touch with your BerryDunn team today and see how the rules may affect your company.

Article
The new revenue recognition rules: Contractors, are you ready for tax Implications?

Read this if you file taxes with the IRS for yourself or other individuals.

To protect yourself from identity thieves filing fraudulent tax returns in your name, the IRS recommends using Identity Protection PINs. Available to anyone who can verify their identity online, by phone, or in person, these PINs provide extra security against tax fraud related to stolen social security numbers of Tax ID numbers.

According to the Security Summit—a group of experts from the IRS, state tax agencies, and the US tax industry—the IP PIN is the number one security tool currently available to taxpayers from the IRS.

The simplest way to obtain a PIN is on the IRS website’s Get an IP PIN page. There, you can create an account or log in to your existing IRS account and verify your identity by uploading an identity document such as a driver’s license, state ID, or passport. Then, you must take a “selfie” with your phone or your computer’s webcam as the final step in the verification process.

Important things to know about the IRS IP PIN:

  • You must set up the IP PIN yourself; your tax professional cannot set one up on your behalf.
  • Once set up, you should only share the PIN with your trusted tax prep provider.
  • The IP PIN is valid for one calendar year; you must obtain a new IP PIN each year.
  • The IRS will never call, email or text a request for the IP PIN.
  • The 6-digit IP PIN should be entered onto your electronic tax return when prompted by the software product or onto a paper return next to the signature line.

If you cannot verify your identity online, you have options:

  • Taxpayers with an income of $72,000 or less who are unable to verify their identity online can obtain an IP PIN for the next filing season by filing Form 15227. The IRS will validate the taxpayer’s identity through a phone call.
  • Those with an income more than $72,000, or any taxpayer who cannot verify their identity online or by phone, can make an appointment at a Taxpayer Assistance Center and bring a photo ID and an additional identity document to validate their identity. They’ll then receive the IP PIN by US mail within three weeks.
  • For more information about IRS Identity Protection PINs and to get your IP PIN online, visit the IRS website.

If you have questions about your specific situation, please contact our Tax Consulting and Compliance team. We’re here to help.

Article
The IRS Identity Protection PIN: What is it and why do you need one?

Read this if you are a business owner or responsible for your company’s accounts.

US businesses have been hit by the perfect storm. As the pandemic continues to disrupt supply chains and plague much of the global economy, the war in Europe further complicates the landscape, disrupting major supplies of energy and other commodities. In the US, price inflation has accelerated the Federal Reserve’s plans to raise interest rates and commence quantitative tightening, making debt more expensive. The stock market has declined sharply, and the prospect of a recession is on the rise. Further, US consumer demand may be cooling despite a strong labor market and low unemployment.

As a result of these and other pressures, many businesses are rethinking their supply chains and countries of operation as they also search for opportunities to free up or preserve cash in the face of uncertain headwinds.

Income tax accounting methods

Adopting or changing income tax accounting methods can provide taxpayers opportunities for timing the recognition of items of taxable income and expense, which determines when cash is needed to pay tax liabilities.

In general, accounting methods either result in the acceleration or deferral of an item or items of taxable income or deductible expense, but they don’t alter the total amount of income or expense that is recognized during the lifetime of a business. As interest rates rise and debt becomes more expensive, many businesses want to preserve their cash. One way to do this is to defer their tax liabilities through their choice of accounting methods.

Some of the more common accounting methods to consider center around the following:

  • Advance payments. Taxpayers may be able to defer recognizing advance payments as taxable income for one year instead of paying the tax when the payments are received.
  • Prepaid and accrued expenses. Some prepaid expenses can be deducted when paid instead of being capitalized. Some accrued expenses can be deducted in the year of accrual as long as they are paid within a certain period of time after year end.
  • Costs incurred to acquire or build certain tangible property. Qualifying costs may be deducted in full in the current year instead of being capitalized and amortized over an extended period. Absent an extension, under current law, the 100% deduction is scheduled to decrease by 20% per year beginning in 2023.  
  • Inventory capitalization. Taxpayers can optimize uniform capitalization methods for direct and indirect costs of inventory, including using or changing to various simplified and non-simplified methods and making certain elections to reduce administrative burden.
  • Inventory valuation. Taxpayers can optimize inventory valuation methods. For example, adopting to (or making changes within) the last-in, first-out (LIFO) method of valuing inventory generally will result in higher cost of goods sold deductions when costs are increasing.
  • Structured lease arrangements. Options exist to maximize tax cash flow related to certain lease arrangements, for example, for taxpayers evaluating a sale vs. lease transaction or structuring a lease arrangement with deferred or advance rents.

Improving cash flow: Revisiting your tax accounting methods

Optimizing tax accounting methods can be a great option for businesses that need cash to make investments in property, people, and technology as they address supply chain disruptions, tight labor markets, and evolving business and consumer landscapes. Moreover, many of the investments that businesses make are ripe for accounting methods opportunities—such as full expensing of capital expenditures in new plant and property to reposition supply chains closer to operations or determining the treatment of investments in new technology enhancements.

For prepared businesses looking to weather the storm, revisiting their tax accounting methods could free up cash for a period of years, which would be useful in the event of a recession that might diminish sales and squeeze profit margins before businesses are able to right-size costs.

While an individual accounting method may or may not materially impact the cash flow of a company, the impact can be magnified as more favorable accounting methods are adopted. Taxpayers should consider engaging in accounting methods planning as part of any acquisition due diligence as well as part of their regular cash flow planning activities.  

Impact of deploying an accounting method

The estimated impact of an accounting method is typically measured by multiplying the deferred or accelerated amount of income or expense by the marginal tax rate of the business or its investors.
For example, assume a business is subject to a marginal tax rate of 30%, considering all of the jurisdictions in which it operates. If the business qualifies and elects to defer the recognition of $10 million of advance payments, this will result in the deferral of $3 million of tax. Although that $3 million may become payable in the following taxable year, if another $10 million of advance payments are received in the following year the business would again be able to defer $3 million of tax.

Continuing this pattern of deferral from one year to the next would not only preserve cash but, due to the time value of money, potentially generate savings in the form of forgone interest expense on debt that the business either didn’t need to borrow or was able to pay down with the freed-up cash. This opportunity becomes increasingly more valuable with rising interest rates, as the ability to pay significant portions of the eventual liability from the accumulation of forgone interest expense can materialize over a relatively short period of time, i.e. the time value of money increases as interest rates rise.

Accounting method changes

Generally, taxpayers wanting to change a tax accounting method must file a Form 3115 Application for Change in Accounting Method with the IRS under one of two procedures:

  • The “automatic” change procedure, which requires the taxpayer to file the Form 3115 with the IRS as well as attach the form to the federal tax return for the year of change; or
  • The “nonautomatic” change procedure, which requires advance IRS consent. The Form 3115 for nonautomatic changes must be filed during the year of change.

In addition, certain planning opportunities may be implemented without a Form 3115 by analyzing the underlying facts.

Next steps for businesses

Taxpayers should keep in mind that tax accounting method changes falling under the automatic change procedure can still be made for the 2021 tax year with the 2021 federal return and can be filed currently for the 2022 tax year.

Nonautomatic procedure change requests for the 2022 tax year are recommended to be filed with the IRS as early as possible before year end to give the IRS sufficient time to review and approve the request by the time the federal income tax return is to be filed.

Engaging in discussions now is the key to successful planning for the current taxable year and beyond. Whether a Form 3115 application is necessary or whether the underlying facts can be addressed to unlock the accounting methods opportunity, the options are best addressed in advance to ensure that a quality and holistic roadmap is designed. Analyzing the opportunity to deploy accounting methods for cash savings begins with a discussion and review of a business’s existing accounting methods.

Please contact our Tax Consulting and Compliance team if you have questions or concerns about your specific situation. We’re here to help.

Article
When interest rates rise, optimizing tax accounting methods can drive cash savings

Read this if you use QuickBooks Online.

QuickBooks Online provides numerous ways for you to know which customers owe you money – and who is late.

There are so many financial details to keep track of when you’re running a small business. You have to make sure your products and services are in good shape and ready to sell. You have to stay current with your bills. Orders need to be processed as quickly as possible, as do estimates and invoices. And you may have numerous questions from customers and vendors that must be addressed.

Your number one priority, however, is ensuring that your customers are paying you. Whether you accept credit cards or bank transfers or issue sales receipts for cash and checks, you need to always know where you stand with incoming payments. “Are my receivables current?” should be a question you’re asking yourself or your staff frequently.

QuickBooks Online offers numerous ways to know whether you’re being paid for your products and/or services and who might be falling behind. That information is critical to your understanding of how your receivables are stacking up against your payables. You should be able to gauge whether you’re making a profit, staying even, or losing money. Here’s a look at the tools you can use.

Learning when you launch

QuickBooks Online provides a good overview of your current cash flow as soon as you log into the site and see your two-pronged Dashboard. The first thing you see when you click the Business overview tab is a cash flow forecast that goes up to 24 months. Other content includes a profit and loss graph and charts showing expenses, income (including open and overdue invoice totals), and sales. Your account balances are there, too.

This is helpful data, but it’s broad. To get far more detailed information, hover your mouse over Sales in the toolbar and select All Sales. The horizontal bar across the top displays dollar and transaction totals for estimates, unbilled activity, overdue (invoices), open invoices, and (invoices) paid last 30 days. When you click one of the bars, the list changes to show only that particular set of transactions.

 Partial view of the toolbar at the top of the Sales Transactions page

The table of transactions is interactive. That is, there’s an Action column at the end of each row. Click the down arrow next to any of the activity listed there, and you’ll see a menu of options. Depending on the status of each, these options include commands like Receive payment, Send reminder, Print packing slip, Send, and Void

Running reports

The Sales Transactions page provides more of your receivables nuts and bolts than the b screen does. But to get the most in-depth, customizable, comprehensive view of who owes you, you’ll need to run reports. Click Reports in the toolbar and scroll down to Who owes you

There are three columns here. You’ll land on Standard, which is a complete list of all of the pre-formatted reports that QuickBooks Online offers. Click Custom reports to see the reports you’ve customized and saved. Management reports opens a list of three reports that can be viewed by a variety of date ranges: Company Overview, Sales Performance, and Expenses Performance. You can view, edit, and send these, as well as export them as PDF and Microsoft Word files.

There are five reports listed under Who owes you that you should be creating on a regular basis. How regularly? That depends on the size of your business. The greater your sales volume, the more frequently you should run them.

When you select A/R Aging Summary, you’ll see at a glance which customers have current balances and those that are 1-30, 31-60, 61-90, and 91+ days past due. A few customization options appear at the top, like Report period, Aging method, and Days per aging period. To really zero in on the precise data set you want, click Customize. The panel that slides out from the right contains option in several areas: General, Rows/Columns, Aging, Filter (by customer), and Header/Footer.

QuickBooks Online helps you target the data set that you want.

There are four other reports that can help you track your receivables:

  • Open Invoices displays a list of invoices that still contain a balance.
  • Unbilled Time tells you about any billable time that hasn’t been invoiced.
  • Unbilled Charges lists billable charges that haven’t been invoice.
  • Customer Balance Summary simply provides all open balances for you customers.

These are all very simple reports that you shouldn’t have any trouble customizing and running. They can give you a complete picture of where your receivables stand. But there are other reports that will require our help. These are standard financial reports that should be created monthly or quarterly, including Statement of Cash Flows, Profit and Loss, and Balance Sheet. You’ll need these critical financial statements if, for example, you’re applying for a loan or trying to attract investors.

Please contact the Outsourced Accounting team if you want us to run and analyze these so you can get a detailed, comprehensive view of your financial health.

Article
Keeping up with receivables: Know who owes you

Read this if you are a Chief Financial Officer or Controller at a financial institution.

Back in April, we wrote about recently released Accounting Standards Update (ASU) No. 2022-02, Financial Instruments – Credit Losses (Topic 326). Here, we are going to look at the standard in more depth. 

One of the most notable items this ASU addresses, is that it eliminates the often tedious troubled debt restructuring (TDR) accounting and disclosure requirements. Accounting for loan modifications will now be maintained under extant US generally accepted accounting principles, specifically Accounting Standards Codification (ASC) 310-20-35-9 through 35-11. However, rather than eliminate loan modification disclosure requirements altogether, the Financial Accounting Standards Board (FASB) created some new requirements, inspired by voluntary disclosures many financial institutions made during the coronavirus pandemic. 

Rather than disclosing information on TDRs, financial institutions will now be required to disclose information on loan modifications that were in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension (or a combination thereof) made to debtors experiencing financial difficulty. These disclosures must be made regardless of whether a modification to a debtor experiencing financial difficulty results in a new loan or not. 

ASC 310-10-50-42 through 50-44 establishes these new disclosure requirements, and ASC 310-10-55-12A provides an example of the required disclosures. 

New Loan Modification Disclosure Requirements

Financial institutions have long had internal controls surrounding the determination of TDRs given the impact such restructurings can have on the allowance for credit losses and financial statement disclosures. Banks may find they are able to leverage those controls to satisfy the new modification disclosures, with only minor adjustments. Similar to previous TDR determinations, the above disclosures are only required for modifications to debtors experiencing financial difficulty. Therefore, financial institutions will need to have a process —or defined set of parameters—in place to determine debtor “financial difficulty”, thus triggering the need for modification disclosure. Banks may also find that the specific data gathered for preparation of these new disclosures will change, but should be readily available, with (hopefully) only minor manipulation required.

ASU No. 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years—the same effective date for those who have not yet adopted ASU No. 2016-13, more commonly referred to as CECL (Current Expected Credit Loss). As always, if you have any questions as to how this new ASU may impact your financial institution, please reach out to BerryDunn’s Financial Services team or submit a question via our Ask the Advisor feature.

Article
New loan modification disclosure requirements: A deeper dive

Read this if you are looking to buy or sell a construction company.

This article was previously published in Construction Accounting and Taxation, January/February 2022 ©2022 Thomson Reuters/Tax & Accounting.

The other day, my wife was telling me about her dad’s friend who used to be a daredevil backcountry skier. He loved cliff drops and had a reckless approach, once quipping, “I’ll find a landing spot on the way down.” 

Our valuation team includes several expert skiers and snowboarders, but we have little in common with this approach. When we ski, we carefully assess the risks before taking action. Because we spent all day assessing risk, we’re far more likely to take a scouting run and develop a couple of alternatives. Even in our wildest days, we would never go off cliffs without first investigating the landing.  

The same approach should be used when acquiring a business. Acquiring a business can be a big financial risk, possibly the biggest financial risk of one’s life. It might even feel like skiing off a cliff. We frequently work with clients that are acquiring businesses, and we recommend a strategy of investigation and analysis, carefully vetting potential acquisitions, before taking action. 

Recent M&A activity

The pandemic caused a drop-off in merger and acquisition (M&A) activity as many companies were focused on the challenges immediately at hand. As shown in the accompanying chart, the sale of construction companies reported in the DealStats database1 dropped by approximately 53% in 2020. 

As the business environment settles down to the “new normal,” M&A activity will likely begin to pick up again. An opportunity created by the pandemic is the opportunity to acquire struggling companies at a discount. Some companies are unable (or unwilling) to adapt to the new business environment and its many challenges. This fact pattern may represent an opportunity for stabilized companies to expand through acquisition. 

There are numerous other reasons to acquire a business. One common reason historically is to expand into a new service area. For example, one of our clients wanted to expand into concrete services, so they acquired a concrete contractor rather than developing those skills in-house. Another residential builder decided to eliminate a bottleneck in the building process by acquiring a roofing contractor. 

Particularly in the current tight labor market, we have observed numerous “acquihires” where the primary motivation for a deal is to secure a key person or team of employees – particularly for in-demand specialty subcontractors. 

Companies also use acquisitions as an opportunity to establish a new geographical footprint. This strategy is especially useful when ties to the community are important in the business development process. The motivation for an acquisition might also be access to a particular client or access to a new niche. 

Growing through acquisition can enable companies to achieve economies of scale and synergistic benefits through elimination of redundancies. Acquiring a competitor may also yield a secondary benefit by eliminating a source of competition. 

All of these opportunities may paint an overoptimistic picture of the benefits of mergers and acquisitions. According to Harvard Business Review, approximately 70% to 90% of acquisitions fail to realize their targeted outcomes.2  There are a myriad of factors that can cause acquisitions to go awry. Keep the following tips in mind that we have learned from our experience working with companies that completed a successful acquisition. 

Tip #1: Avoid being rushed

Acquiring a business is a big decision that will change the trajectory of the acquirer. If one is rushed into a decision, it is easier to miss key pieces of information. If there is not enough time to learn about the business model and make a careful decision, pass on the acquisition. There will always be future opportunities.

Tip #2: Perform rigorous financial due diligence

Two primary factors drive business value: income and risk. Financial due diligence is the process of verifying income and assessing risk. We recommend having a financial due diligence checklist as an organized method to analyze a company that one is acquiring. By following this checklist, one can learn about a company’s income, assets, liabilities, contracts, benefits, and potential problems (customer concentration, claims and litigation issues, management bench strength, etc.). To perform adequate due diligence, request thorough documentation and dig deep. 

We once helped an individual out who was considering acquiring a business that had very limited financial information available. The seller painted a glowing picture of profitability but lacked the financial data to back the claims. With a significant investment on the line, the potential acquirer judiciously passed on this opportunity. He felt that it wasn’t prudent to rely on the word of a stranger in the absence of data. In order to make a good buying decision, require sellers to bring data to the table. Be skeptical. In one of our former careers in engineering, there was a common mantra – in God we trust, everyone else brings data. If it sounds too good to be true, it probably is.

As part of the financial due diligence, review financial statements for at least the last five years. Audited financial statements are preferred. Additionally, request monthly contract schedules showing completed contracts and work-in-progress (WIP). Monthly contract schedules can provide information about the timing of projects, margins over time, information about change orders, billing practices, and the cadence of work for a particular company.

Success in the construction industry hinges on cash management. Construction firms need to bid contracts and manage operations such that they collect payment as soon as possible in order to avoid a liquidity crisis. A positive indicator is the presence of contract liabilities, which represent billings from customers in excess of revenue recognized to date. This “good liability” indicates that project managers are attentive and understand the business aspect of their roles and/or that company has well written contacts allowing them to bill advantageously. In combination with strong cash flows from operations and good working capital metrics, a contract liability in excess of any contract asset is a good indicator of a strong cash management position. 

On the other hand, the alternative is a contract asset. Contract assets, which are often characterized as “bad assets,” represent revenue recognized in excess of amounts billed. In other words, the company does not have an unconditional right to payment. This could be due to poor contract writing, inattention to scope-creep, difficulty negotiating change orders with clients, or just bad billing practices. Contract assets may also be generated in a manner that does not raise concern. For example, a company might work primarily with government entities and therefore be restricted in their ability to pre-bill. In any case, if contract assets are consistent and substantial, one should inquire into what is giving rise to this asset. 

In the event that contract assets are generated through poor business practices, an acquirer may be able to implement their own billing practices to improve the target’s position, but existing poorly written contracts could pose a large liability and claim on cash flow post-merger. 

Tip #3: Analyze key relationships

A valuable component of intangible value is customer relationships. The most valuable customer base is one that is diversified and stable, ideally with contracts in place. Before acquiring a company, assess the risk associated with its customer base by analyzing concentration and the tenure of relationships with key customers. In some cases, customer reviews may also be available through Google and other platforms. 

Relationships with surety and bonding companies as well as subcontractors should also be topics in due diligence. 

Tip #4: Learn about the employees

Many businesses rightly state, “Our employees are our most valuable asset.” What if this valuable asset becomes disgruntled and walks away after a transaction? We recommend probing employee turnover and satisfaction, as well as analyzing employment contracts. External resources may also be available, or discussions with key customers and subcontractors can be revealing. 

Oftentimes, post-merger integration is unsuccessful due to differences in the cultures between the acquirer and the target. During the due diligence process, learn about the target’s culture and consider how it will likely integrate with your company’s existing culture. 

Tip #5: Assess key person dependence

Many companies cannot operate without the current owner in the driver’s seat. Many key processes, business development in particular, run through this individual. Develop an understanding of what would happen to the business without this person’s involvement. The individual in question (the “key person”) might not be the owner, but a key employee that is essential to business operations. Key person dependence represents a threat to the company in the event of the employee’s departure from the company or incapacitation. 

Some questions we often ask to identify and assess key person dependence include the following: 

  • Who is responsible for business development?
  • How important are individual relationships to the development of new work?
  • Do people become customers because of the reputation of the company or the reputation of an individual?
  • Has management began training up the next level of management beneath them?
  • Do any employees have any specialized knowledge or skills that no other employees have that would be difficult to replace?
  • What would happen to the company if a key employee won the lottery and never came into work again?

Tip #6: Have the seller stick around

Business owners are steeped in the knowledge of their business. This know-how may take time to transfer. Signing the seller to an employment agreement and/or earn-out as part of the transaction can provide the acquirer critical time to absorb the seller’s expertise. 

Tip #7: Don’t assume the good times will last forever

Many construction companies have reported strong profitability despite the pandemic. These profits may simply reflect recent economic trends rather than strong business models. If, or when, the economy takes another drop, many businesses will follow suit. Will the business being purchased survive in a difficult economic climate? To answer this question, consider the following strategies.

First, study how they performed in the last economic recession, keeping in mind the rule of thumb that construction industry downturns generally lag two years behind the rest of the economy and last twice as long. Second, compare a company’s growth and profitability to its industry to reveal whether it is a star or simply rising with the tide. In the words of Warren Buffett, “It’s only when the tide goes out that you learn who’s been swimming naked.” Third, study the business model to link their business drivers to economic factors. 

Tip #8: Consider tax and legal consequences

Many people focus their time and energy negotiating the transaction price and disregard the transaction structure. The amount of taxes paid may increase or decrease dramatically based on the transaction structure. However, tax consequences are often given less attention because they are frustrating and complicated. By spending a little extra time on the transaction structure, acquirers can optimize their after-tax sale proceeds. 

Different deal structures may also sever existing liability or create nightmares in the future. Be sure to discuss these with your legal counsel and weigh the potential risks and returns of structure.

Tip #9: Get different perspectives

Discuss the opportunity with trusted friends, families, and mentors. Bringing in different perspectives can cast light on elements that would otherwise have gone unnoticed.  

Bring in professional perspectives as well for tax, legal, and financial items. Contact a professional regarding the purchase price. Businesses are tricky to value. Two people can have disparate opinions about what it is worth. A business valuation can ground the expectations on price and provide a framework to keep “deal emotions” in check. A business valuation could save a considerable amount of money and time. 

We offer this word of caution: avoid blindly relying on the perspectives of others. Bring them in as counsel, but make sure to have a firm understanding of the offered terms and the business model yourself. Think critically about the decision to buy or walk away as the choice is yours to make. 

Conclusion

In both skiing and acquiring a business, we recommend taking calculated risks. Acquiring a business is a big decision and should be taken seriously. There are many benefits to M&A activity, including expanding services offerings, geographical footprint, employee base, and ultimately profitability. In order to ensure the full benefits of a successful acquisition, keep in mind the advice in this discussion when considering acquiring a company. 

1DealStats is a subscription-based database of business transactions available online at www.bvresources.com/.   
2“The Big Idea: The New M&A Playbook” by Clayton M. Christensen, Richard Alton, Curtis Rising, and Andrew Waldeck. Harvard Business Review, March 2011. Accessed online at https://hbr.org/2011/03/the-big-idea-the-new-ma-playbook

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Tips for acquiring a construction company