Quarter Two Middle Market M&A Report 2021

Quarter Two Middle Market M&A Report 2021

 

LUTZ BUSINESS INSIGHTS

 

Quarter Two Middle Market M&A Report 2021

The total value of lower middle market deals announced in Q2-21 was $107.1 billion – 25.7% above Q1-21. Deal count also increased 2.6% q/q to 3,726. Suppressed deal flow, robust corporate balance sheets, encouraging debt and equity dry powder, and potential tax changes have combined to drive a frenzy of M&A activity through the first half of the year with no signs of letting up during the second half. The conditions have created a seller’s market as buyers remain aggressive and valuations continue to be highly attractive across sectors.

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The Advantages and Drawbacks of SPACs

The Advantages and Drawbacks of SPACs

 

LUTZ BUSINESS INSIGHTS

 

SPACS

the advantages and drawbacks of spacs

bill kenedy, LUTZ consulting and m&a shareholder

 

What Is a Special Purpose Acquisition Company (SPAC)?

A special purpose acquisition company (“SPAC”) is a shell company that is created solely for the purpose of raising money through an initial public offering (“IPO”) to be used to merge and bring public another existing company. SPACs, also known as blank check companies, have been around since the early 1990s but have become wildly popular in recent years, raising record volumes of IPO money and attracting prolific investors. “The average SPAC size has risen from $36 million in 2009 to $324 million in 2021. SPACs generally look to combine with a target company 2-3 times the size of the amount of capital in the trust account.” ¹

 

SPAC Formation

SPACs are typically formed by an investor or group of investors called a “sponsor” with the intent of targeting transactions in a particular sector where the sponsor has relevant expertise. The sponsor invests a nominal amount, which usually equates to a ~20% interest in the SPAC. The other ~80% is owned by public shareholders and is made available through an IPO. Often, the sponsor will have targets in mind, but they are not disclosed to public shareholders upfront. This is done to avoid extensive disclosure requirements during the IPO and provide the sponsor with flexibility after the funds are raised.

The proceeds from the IPO are deposited in an interest-bearing trust account and can only be accessed in two instances: 1) Execute a merger, or 2) Return money to the investors if the SPAC is liquidated.  SPACs generally have 18-24 months to complete a merger before a forced liquidation.

Once the SPAC identifies a company, the SPAC’s public shareholders vote on the merger. If the transaction is approved, dissenting shareholders still have the option to redeem their shares at cost plus accrued interest. In certain instances, the SPAC may require more capital to complete the transaction and may issue debt or additional shares through a private investment in public equity (“PIPE”) deal.  Once the transaction closes, the target company becomes a public entity.

 

Advantages of a SPAC

Compared to traditional IPOs, SPACS bring certain advantages to all major stakeholders – the sponsor, the target and the investing public.

1. Provides Price Certainty for the Target

In a traditional IPO, the share price is subject to fluctuations based on the demand for the shares and market conditions during the IPO marketing process. In a SPAC deal, the sponsor and the target negotiate and lock in a price that, once agreed upon, is not subject to change.

2. Allows for Faster Execution

SPAC mergers typically take 3–6 months, whereas an IPO usually takes 12–18 months.

3. Gives Early-Stage Companies Access to Public Markets

U.S. securities laws have different disclosure rules for IPOs and mergers. Companies that go public through an IPO are prohibited from sharing financial projections with potential investors. However, the rules around SPAC mergers are less stringent and allow for the inclusion of financial projections in marketing materials. This provides an opportunity for nascent companies with thin financial history to share projected revenue and income with investors.

4. Democratizes the IPO Process for Retail Investors

In a traditional IPO, the companies and their banks select institutional investors to allocate shares to. As a result, most individual retail investors miss out on the IPO process. In the case of a SPAC, shares trade publicly on the stock exchange, usually months before a deal is announced, allowing retail investors to participate in the process.

5. Offers Companies an Opportunity to Partner with an Experienced Sponsor

Each SPAC deal offers a unique opportunity for a target to go public with the support of an experienced sponsor who brings substantial operational expertise and vast industry experience. In most cases, the sponsor will also assemble a seasoned board of directors to help the target’s management team execute their strategic vision.

 

Drawbacks of a SPAC

While the SPAC has many benefits compared to a traditional IPO, it is not without risks.

1. Potential for Capital Shortfall

When more public shareholders redeem shares than expected, sponsors may be forced to turn to the debt markets or raise more PIPE financing to make up for the shortfall.

2. Compressed Timeline

While the faster timeline may be advantageous in certain instances, the compressed nature of a SPAC transaction places a substantial burden on the target company’s management team as they prepare required financials and SEC filings and establish public company functions, all while hitting critical growth goals during this timeframe.

3. Light Diligence Requirements

The SPAC process does not require the rigorous due diligence of a traditional IPO, which could lead to restatements, incorrectly valued businesses or even lawsuits.

 

Rise in Popularity

So far in 2021, 330 SPACs have raised nearly $105 billion. That’s a substantial jump from prior years — in 2020, 248 SPACs raised more than $83 billion, and in 2019, 59 SPACS raised more than $13 billion.² New SPAC issuances dropped off in May and June as regulators proposed laws that would introduce substantial administrative and documentation burden to the SPAC process.  However, experts believe SPACs are here to stay as a preferred method for high-growth companies to enter the public markets in a streamlined fashion.

If you have any questions or would like to learn more about our merger and acquisition services, please contact us. You can also find related articles by visiting our M&A blog.

 

1. https://www.thompsoncoburn.com/insights/publications/item/2021-04-14/key-considerations-for-target-companies-in-a-spac-merger

2. ttps://www.cnbc.com/2021/06/02/a-spac-frenzy-this-year-could-lead-to-riskier-deals-heres-why.html

ABOUT THE AUTHOR

Bill Kenedy

402.492.2132

bkenedy@lutz.us

BILL KENEDY + LUTZ CONSULTING AND M&A SHAREHOLDER

Bill Kenedy is a Lutz Consulting and M&A Shareholder at Lutz. He specializes in business valuation, litigation support, and merger and acquisition advisory services.

AREAS OF FOCUS
AFFILIATIONS AND CREDENTIALS
  • American Institute of Certified Public Accountants, Member
  • Nebraska Society of Certified Public Accountants, Member
  • Certified Public Accountant
  • Accredited in Business Valuation
  • Certified in Financial Forensic
  • Certified Exit Planning Advisor
EDUCATIONAL BACKGROUND
  • BSBA in Accounting, St. John’s University, Collegeville, MN
COMMUNITY SERVICE
  • Construction Financial Management Association, Past Treasurer, Board Member
  • A Time to Heal (non-profit focused on cancer patients), Past Board Member
THOUGHT LEADERSHIP

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EBITDA Valuation Multiples and How It’s Calculated

EBITDA Valuation Multiples and How It’s Calculated

 

LUTZ BUSINESS INSIGHTS

 

EBITDA VALUATION MULTIPLES AND HOW IT’S CALCULATED

EBITDA valuation multiples and how it’s calculated

BILL KENEDY, LUTZ CONSULTING AND M&A SHAREHOLDER

 

There are many ways that investors measure a company’s financial health before or during an acquisition or merger. However, EBITDA is one of the most common metrics that investors use to determine a company’s value. 

Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) is a non-GAAP business valuation metric in financial analysis that gives a more accurate reflection of a company’s operational efficiency and profitability. Calculating EBITDA removes non-operating effects unique to each business and helps focus on the operating profitability of the company, giving better insight into the company’s finances as the singular measure of performance. EBITDA is important during mergers and acquisitions since it helps make meaningful comparisons for firms with different capital, investment, debt, and tax profiles. This makes M&A processes smoother and more efficient. 

In this blog, we explain how to calculate EBITDA, EBITDA multiples, adjustments, the importance of valuing your business on EBITDA, and what EBITDA suits your business. 

 

The Basics of Calculating EBITDA 

There are two ways of calculating your company’s EBITDA; using operating income as the basis or net income as the starting point. 

When using operating income: 

EBITDA = Operating Income (gross income minus operating expenses such as wages and cost of goods) + Depreciation + Amortization. 

And when using net income: 

EBITDA = Net Income + Taxes + Interest + Depreciation + Amortization. 

However, it is worth noting that the two formulas can give different results since some items included in net income might be excluded from operating income. Typically, adjustments are made to these formulas to yield more reliable results and normalize EBITDA. 

 

Normalized EBITDA 

Normalizing adjustments are critical in coming up with adjusted EBITDA before applying a multiple to the figure to determine the value of a business. 

EBITDA adjustments also help determine the business’s underlying earnings capacity after the merger or acquisition is completed. Some of the common add-backs and EBITDA adjustments can include: 

  • Non-recurring items are expenses that are unlikely to occur again in the future. Examples of non-recurring expenses may include legal expenses, consulting or other professional fees, transaction-related costs, one-time technology upgrades, facility relocation expenses, bad debt expenses, and donations, among others,
  • Owner discretionary items such as salary and allowances, management considerations, and other owner-related expenses.
  • Non-operating items are expenses that are not required in or related to the true operating performance of the company. Oftentimes, these are related to non-operating assets or liabilities, such as real estate or vehicles.

 

EBITDA Valuation Multiples 

The EBITDA Valuation Multiple offers a great starting point when you want to sell your company, merge with another or buy one. It helps measure the potential value a business will command during an M&A process. The EBITDA multiple is a market-based valuation strategy that compares a company’s enterprise or economic value to its yearly EBITDA. 

Enterprise Value = (market capitalization + debt value + minority interest + preferred shares) – (cash and cash equivalents) 

EBITDA Multiple = Enterprise Value/EBITDA 

EBITDA multiples are statistically derived ratios obtained from the most recent comparable business sales or from comparable public companies. These multiples vary from one company to another, depending on the potential for growth, industry of operation, and size. Typically, firms and industries with better prospects for growth in the future have higher EBITDA multiple values. Consequently, well-established businesses will have higher multiples than early-stage and small companies. 

 

EBITDA Multiples Vary 

EBITDA Multiples also vary greatly by industry since industries tend to differ in expected growth rates, profitability margins, stability, and recession resistance, all of which are considered when calculating these multiples. These differences can be attributed to: 

  • The variation in potential for growth in different industries. Businesses in high-growth sectors such as E-commerce are likely to have a higher EBITDA multiple.
  • Higher profitability in some industries like software translates to a higher EBITDA margin (EBITDA/Revenue), and thus a higher EBITDA multiple.
  • Stability in terms of profits, yielding a higher EBITDA multiple. This means that buyers and sellers are at a lower risk of losses.

On the other hand, industries with higher risks are sensitive to economic dynamics, and low profitability registers low EBITDA multiples. However, it is also worth noting that prevailing market conditions also affect EBITDA multiples. The current Covid-19 pandemic is a perfect example, which has affected almost every industry in the global economy. 

Worth Noting 

Even though their variations by industry can help indicate and predict growth, stability, and profitability, thus the valuation of the business, EBITDA valuation multiples are only estimations and do not give the actual value of a firm. Additionally, relying on EBITDA as a measure of a firm’s cash flow ignores other significant factors which can impact a company’s cash flow, such as changes in working capital and capital expenditures.

 

What EBITDA Multiple Is Right for My Business? 

EBITDA multiples are highly applicable for businesses in, but not limited to, manufacturing, distribution and wholesale, real estate, and information technology. If your business falls under these categories, you can use EBITDA multiples to estimate the value of your business. It is advisable to seek the services of a professional to help you determine the multiple applicable to your business.

 

Contact Lutz M&A 

Business valuation is critical during M&A. With the help of an advisor, such as Lutz M&A, you can set your business up for success. Contact us today if you have any questions or want to learn more about our merger and acquisition services. 

OHARCO Case Study CTA

ABOUT THE AUTHOR

Bill Kenedy

402.492.2132

bkenedy@lutz.us

BILL KENEDY + LUTZ CONSULTING AND M&A SHAREHOLDER

Bill Kenedy is a Lutz Consulting and M&A Shareholder at Lutz. He specializes in business valuation, litigation support, and merger and acquisition advisory services.

AREAS OF FOCUS
AFFILIATIONS AND CREDENTIALS
  • American Institute of Certified Public Accountants, Member
  • Nebraska Society of Certified Public Accountants, Member
  • Certified Public Accountant
  • Accredited in Business Valuation
  • Certified in Financial Forensic
  • Certified Exit Planning Advisor
EDUCATIONAL BACKGROUND
  • BSBA in Accounting, St. John’s University, Collegeville, MN
COMMUNITY SERVICE
  • Construction Financial Management Association, Past Treasurer, Board Member
  • A Time to Heal (non-profit focused on cancer patients), Past Board Member
THOUGHT LEADERSHIP

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Lutz Announces 2021 Manager, Senior, Associate and Tech Division Promotions

Lutz Announces 2021 Manager, Senior, Associate and Tech Division Promotions

 

LUTZ BUSINESS INSIGHTS

 

Lutz announces 2021 manager, senior, associate and tech division promotions

Lutz, a Nebraska-based business solutions firm, recently announced its manager, senior, associate, and tech division promotions for 2021.

MANAGER

Michael Greteman, CPA, ABV, has been promoted to M&A Manager. His primary responsibilities include assisting with merger and acquisition projects and providing valuation services for estate and gift taxes, litigation support, marital dissolution matters, complex equity structures, and financial/tax reporting. He focuses on analyzing and interpreting company historical and projected financial data and financial modeling. Greteman works in Lutz’s Omaha office.

Lauren Harris, CPA, has been promoted to CAS Manager in Lutz’s Omaha office. She specializes in small business consulting including payroll tax reporting and compliance, software installation, training and support, and outsourced accounting assistance.  In addition, she works with clients to improve their internal processes and procedures.

Tyler Hohenstein, CPA, has been promoted to Tax Manager. He is responsible for providing tax consulting and compliance services for clients in a variety of industries with a focus on individual and business income tax. Hohenstein works in Lutz’s Grand Island office.

Brad Newton, CPA, has been promoted to Operations Manager in the tax department in Lutz’s Omaha office. He is responsible for assisting the tax department head in applying process improvements, implementing new software, gathering and analyzing firm data, as well as training and overseeing tax interns.

Mark Otte, CPA, ABV, has been promoted to M&A Manager. His primary responsibilities include assisting with merger and acquisition projects and providing valuation services for estate and gift taxes, litigation support, marital dissolution matters, purchase price allocations and financial/tax reporting. He focuses on analyzing and interpreting company historical and projected financial data and financial modeling. Otte works in Lutz’s Omaha office.

Robby Renshaw has been promoted to HR Manager in Lutz’s Omaha office. She is responsible for leading the campus recruiting and experienced hiring efforts for our Omaha and Lincoln offices. In addition, she focuses on the Firm’s employee relations and retention initiatives. Robby also assists with performance management and onboarding.

Dani Sherrets, CVA, has been promoted to M&A Manager. She specializes in merger and acquisition advisory services and business valuations. Dani focuses on analyzing and interpreting financial statements, building financial models, performing valuation analyses, developing marketing and transaction materials and conducting due diligence. Sherrets works in Lutz’s Omaha office.

Zach Weis, CPA, has been promoted to Tax Manager. He is responsible for providing tax consulting and compliance services to businesses and individuals with a focus on the real estate and construction industries. Weis works in Lutz’s Omaha office.

SENIOR

Ty Bardsley has been promoted to Senior Accountant in the tax department in Lutz’s Lincoln office. He is responsible for the preparation of individual and business income tax returns for clients with a focus on the real estate and construction industries.

McKenzie Bruce has been promoted to Senior Accountant in the tax department. She provides tax planning and compliance services for clients with a focus on preparing individual and business income tax returns. Bruce works in Lutz’s Omaha office.

Will Frei has been promoted to Senior Accountant in the audit department in Lutz’s Omaha office. He is responsible for providing credibility to clients through financial reporting. In addition, he works to maintain a high level of objectivity and confidentiality in all areas for clients in a variety of industries.

Kaylee Hartman, CPA, has been promoted to Senior Accountant in the tax department in Lutz’s Omaha office. She provides tax consulting and compliance services for clients with a focus on individual and business income tax.

Kelli Hesselgesser has been promoted to Senior Accountant. She specializes in preparing income tax returns for individuals and businesses. In addition, she provides outsourced accounting services and collaborates with clients to prepare accurate financial data. Hesselgesser works in Lutz’s Grand Island office.

Taylor Hoyt has been promoted to Senior Accountant in the tax department in Lutz’s Omaha office. She specializes in providing tax consulting and compliance services to clients in a variety of industries with a focus on individual and business income tax returns.

Nikki Hullinger, CPA, has been promoted to Senior Accountant in the audit department. She is responsible for performing audits, reviews, and compilations for clients with a focus on the housing and manufacturing industries. Hullinger works in Lutz’s Omaha office.

Leslie Masek has been promoted to Senior Accountant in the tax department in Lutz’s Lincoln office. She provides tax consulting and compliance services for clients with a focus on individual and business income tax.

Justin Oehm, CPA, has been promoted to Senior Accountant in the tax department. He is responsible for preparing individual and business federal income tax returns with a focus on the construction and real estate industries. Oehm works in Lutz’s Omaha office.

Elizabeth Prinz, CPA, has been promoted to Senior Accountant in the tax department in Lutz’s Omaha office. She is responsible for the preparation of individual and business income tax returns for clients with a focus on the nonprofit industry. In addition, she assists with busy season intern training.

Austin Sabaliauskas, CPA, has been promoted to Senior Accountant in the tax department. He specializes in providing tax consulting and compliance services for individuals and businesses with a focus on the real estate industry. Sabaliauskas works in Lutz’s Omaha office.

Matt Siedhoff, CPA, has been promoted to Senior Accountant in the client accounting services department in Lutz’s Omaha office. He specializes in providing outsourced accounting services. In addition, Matt focuses on QuickBooks support, tax and payroll compliance, and accounting assistance including compilations.

Brooke Sorensen has been promoted to Digital Marketing Specialist. She is responsible for executing Lutz’s digital marketing initiatives, including writing and editing content, planning social media posts, coordinating external email communications, and managing the Firm’s SEO strategies and implementation. Sorensen works in Lutz’s Omaha office.

Mike Tichenor, CPA, has been promoted to Senior Accountant in the audit department in Lutz’s Omaha office. He is responsible for providing credibility, objectivity, and confidentiality to clients through efficient and effective financial reporting. Tichenor focuses on the construction and agriculture industries.

ASSOCIATE & TECH

Holly Anderson has been promoted to Marketing Coordinator. She assists with the coordination and implementation of Lutz’s strategic sales and marketing plans for all divisions and locations. Holly focuses on advertising, branding and proposal execution. Anderson works in Lutz’s Omaha office.

Matt Hendrock has been promoted to Project Engineer in Lutz’s Omaha office. He is responsible for deploying new technology solutions to enhance or replace outdated technology infrastructures. In addition, he provides server maintenance and hardware replacements for Lutz Tech clients.

Dan Mendoza has been promoted to Senior Project Engineer. He is responsible for implementing new technology and hardware solutions for Lutz Tech clients. In addition, he assists the service desk with network troubleshooting. Mendoza works in Lutz’s Omaha office.

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Lutz Formalizes Transaction Advisory Service Line

Lutz Formalizes Transaction Advisory Service Line

 

LUTZ BUSINESS INSIGHTS

 

Lutz formalizes Transaction Advisory Service Line

Lutz, a Nebraska-based business solutions firm, recently formalized a new offering, Transaction Advisory Services (TAS). TAS will offer Quality of Earnings (QoE) reports, assistance with transaction structuring, due diligence consulting and general consulting related to Merger & Acquisition transactions.

Taylor Kendall, Consulting Shareholder and TAS Lead, said, “We have completed numerous projects for our clients over the last several years to assist with their individual growth strategies and are excited to formally promote this offering. Our goal is to help clients structure and evaluate transactions to mitigate risk, identify opportunities, and accurately assess the past and future performance of their acquisition Target. We understand there isn’t a one-size-fits all deliverable, so we work to tailor our services to the unique needs of each client.”

Drawing on our talented and dedicated team members, with expertise in a variety of industries, Lutz provides accounting, tax, and business consulting services through the full transaction process. Through extensive analysis and review of financial information, our goal is to aid in decision making by providing sound advice to our clients.

“Based on our experience, Lutz developed TAS in response to our client’s needs as many customers are pursuing growth strategies. We are committed to ensuring success for our clients, providing them quality services, and partnering as their trusted advisor every step of the way,” said Mark Duren, Lutz Managing Shareholder.

Learn more about Lutz’s Transaction Advisory services here: www.lutz.us/TAS.

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Net Working Capital Calculation Dilemma + Customer Deposits/Deferred Revenue

Net Working Capital Calculation Dilemma + Customer Deposits/Deferred Revenue

 

LUTZ BUSINESS INSIGHTS

 

NET WORKING CAPITAL CALCULATION DILEMMA

net working capital calculation dilemma + customer deposits/deferred revenue

BILL KENEDY, LUTZ CONSULTING AND M&A SHAREHOLDER

 

In a typical merger and acquisition transaction, determining the proper amount of net working capital to be in the business at the closing of a sale is one of the most important issues to navigate. It is normally assumed that the buyer will receive a certain amount of cash-free, debt-free working capital when they acquire the business called the net working capital (NWC) target. The standard components of NWC are accounts receivable plus inventory less accounts payable and accrued expenses. There can be other assets and liabilities that fall into NWC, and one that can be a challenge to deal with is deferred revenue/customer deposits.

 

Net Working Capital Calculation Issues

Advance Payments

Many businesses receive payments in advance from their customers for their goods and/or services. These are treated as current liabilities under financial reporting standards. In a transaction where a company has a material amount of these advances, the normal methods for determining a NWC target may not be appropriate.

The key issue is obvious, but it can get complex. The seller of a business (when selling assets) typically keeps the cash in the bank at closing. If that cash includes advance payments from customers, the buyer of the business will be responsible for providing the goods/services to the customer without the benefit of that cash! But if the deferred revenue has only been billed and not paid and is in accounts receivable, there is not an issue for the buyer.

Inventory and Accounts Payable

You must also take into consideration inventory and accounts payable. Was the advance payment made by the customer related to an item already held in inventory? If so, has the cost of the inventory been paid? Or is it part of the accounts payable being assumed by the buyer?

 

The Solution

So how do you handle this problem? There is no textbook answer. You must negotiate through it unless there is an industry standard in place, which is rare for a lower-middle market business. The example below shows just how significant the deferred revenue can be in a NWC calculation.

The most logical way to settle this issue is to have the seller leave any cash received in advance from customers in the business and include the deferred revenue in the NWC calculation. Depending on the quality of the accounting information, determining that amount could be a challenge.

 

How Lutz M&A Can Help

Lutz M&A has assisted with variations of this scenario. We have seen transactions where the buyer did not make an adjustment to the NWC calculation where there was significant deferred revenue (gift card liability). We have also seen other transactions where the customer advanced payments were treated as a reduction in the sale price. Either way, customer advanced payments can have a material impact on a business sale transaction. Having an M&A advisor guide you through the negotiations is critical.

If you’d like to learn more about how Lutz M&A can help your business, please contact us. You can also read more on related topics by visiting our mergers and acquisitions blog.

 

 

OHARCO Case Study CTA

ABOUT THE AUTHOR

Bill Kenedy

402.492.2132

bkenedy@lutz.us

BILL KENEDY + LUTZ CONSULTING AND M&A SHAREHOLDER

Bill Kenedy is a Lutz Consulting and M&A Shareholder at Lutz. He specializes in business valuation, litigation support, and merger and acquisition advisory services.

AREAS OF FOCUS
AFFILIATIONS AND CREDENTIALS
  • American Institute of Certified Public Accountants, Member
  • Nebraska Society of Certified Public Accountants, Member
  • Certified Public Accountant
  • Accredited in Business Valuation
  • Certified in Financial Forensic
  • Certified Exit Planning Advisor
EDUCATIONAL BACKGROUND
  • BSBA in Accounting, St. John’s University, Collegeville, MN
COMMUNITY SERVICE
  • Construction Financial Management Association, Past Treasurer, Board Member
  • A Time to Heal (non-profit focused on cancer patients), Past Board Member
THOUGHT LEADERSHIP

SIGN UP FOR OUR NEWSLETTERS!

We tap into the vast knowledge and experience within our organization to provide you with monthly content on topics and ideas that drive and challenge your company every day.

About UsOur Team | Events | Careers | Locations

Toll-Free: 866.577.0780Privacy Policy | All Content © Lutz & Company, PC 2021