KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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Covid-19 Legal Updates Protocol Forms / Comments on valuation during the coronavirus epidemic
May 7, 2020
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Covid-19 Legal Updates Protocol Forms
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Ken,
I just recently got a camera installation in an apartment building and it was stopped due to the virus. Before continuing to schedule the job, is there anything we could have our client’s sign that the building has been cleaned / disinfected for the safety of our employees and ourselves?
Sal
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Response
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Yes the new, and hopefully, temporary forms, Covid-19 Legal Updates, were announced and made available on May 1, 2020. The forms include best practices and protocol for screening and office hygiene, employee informed consent and subscriber informed consent. Get the forms at www.alarmcontracts.com. It’s the first form listed, and I hope we can take it down sooner rather than later, but for now, you may find the forms useful.
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Comments on valuation during the coronavirus epidemic from May 5, 2020 article
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Ken,
Re: The May 5, 2020 email concerning reduced valuations for the Corona virus epidemic.
Ken, your answer is on target, but there are some additional things a buyer should be concerned about (and the seller, if he wants to get past due diligence). Attrition of the account base may be higher during this period (as you point out), but in actuality, it may look great because the seller credited a large number of customers due to their inability to make their contractual payments. In effect, the AR looks good, but the cash flow has been impaired. This is a good-will gesture that a lot of companies may make to keep their customer base intact during this Pandemic. This effectively extends the due diligence (or changes the terms) to confirm that the customers have resumed paying their bills on a current basis.
The other issue that may become stressed is the seller’s cyber security risk management. Maintaining Best-Practices in a company’s data management is difficult if there were lay-offs, work from home, and other issues.
Add to that, the numerous Federal and State regulations that require evidence of compliance and you have a likely due diligence issue that will certainly slow down if not kill the deal. Having properly completed K & K contracts and a Certified InfoSafe Cyber assessment, (sfa.infosafecertified.com ), should put wings on the deal.
Thanks for all you do for our industry.
Tony Smith
Tsmith@securityfundingsolutions.com
(626) 795-9199
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Ken,
Commenting on Name Withheld email of May 5, 2020 in which he asked about account value and COVID 19 issues. Accounts are selling, just not as quickly and, while, yes, we are in the middle of a pandemic, there are other factors at play. Account values are based upon the expected discounted future cash flows from the RMR, but they are also affected by the law of supply and demand. Mr. Withheld has several issues to contend with:
He states that 60% of his account base is residential. That was already an issue going into the pandemic because of setbacks and failures at a few of the large residential aggregators. Banks became skittish about lending against residential accounts in general. This weakened demand and residential valuations dropped.
He states that 40% of his account base is commercial. This was a good thing (or not a bad thing) pre-pandemic, but the shelter in place restrictions caused huge financial issues for commercial customers and we are all waiting to see what the long term effects will be on commercial RMR. We are working on a few transactions of pure commercial RMR companies. The ones with Letters of Intent in place before the lockdowns are proceeding, the ones that are coming onto the market are generating interest, but, where we would once have had 10 prospective Buyers, we now have only a handful. It will be interesting to see how LOI’s are structured to accommodate for spikes in attrition, etc…
Large residential transactions are still happening. The problem (or opportunity, depending on how you look at it) is that some of the larger residential aggregators over expanded and got into markets in which they didn’t have adequate servicing. They are, for the most part, selling off large blocks of accounts and using the proceeds to pay down debt. Since the debt is typically 24x or lower, they are willing to accept huge discounts. Regional Buyers are scooping this RMR up because of the low price and the fact that they are better able to service them. In these cases the expectation is that service improvements can reduce attrition of 20% or higher to a much lower level generating a increase in value. As a result many of the typical Buyers are focused on getting deals and don’t have time to pursue traditional acquisitions.
Mr. Withheld should reassess his sense of urgency for selling. I expect that the market will recover this summer or fall. Increases in demand will be reflected in values. As we get a good idea of post shut down attrition rates, expected future cash flows will increase and valuations will follow.
Mitch Reitman
Reitman Consulting Group
Fort Worth, TX
817-698-9999
http://www.reitman.us
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Reaching K&K during the lock down
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During this crisis the most efficient way to reach our attorneys is via email. You can also call and if not picked up, leave a message and your call will be returned promptly.
Here are a few departments to contact directly:
alarm / security / pers / fire department: Ken - Ken@Kirschenbaumesq.com or call and leave a message with return number at 516 747 6700 x 301
health care professionals: Jennifer Kirschenbaum,Esq 516 747 6700 x 302; jennifer@kirschenbaumesq.com
Alarm contracts: Eileen Wagda 516 747 6700 x 312
Alarm licensing: Alison Gallub,Esq 516 747 6700 x 317 AGallub@Kirschenbaumesq.com; or Eileen Wagda, Licensing Administrator, 516 747 6700 x 312 EWagda@Kirschenbaumesq.com
Employment issues: Kieran Bastible 516 747 6700 x 315 kbastible@kirschenbaumesq.com; or Jennifer Kirschenbaum,Esq
Concierge Alarm Clients have full access through our Concierge Program Coordinator, Stacy Spector, Esq 516 747 6700 x 304 or SSpector@Kirschenbaumesq.com
Collections: [courts are shut down at this time, so don't expect much progress. We will however continue to prepare papers on our end so that we will be ready when the courts normalize] Kathleen Lampert 516 747 6700 x 319 KLampert@Kirschenbaumesq.com
Pending litigation: Caroline Wallet,Esq CWallett@Kirschenbaumesq.com 516 747 6700 x 305 and Maureen Biel,Esq 516 747 6700 x 303 MBeil@Kirschenbaumesq,com
Bankruptcy and debt collection issues: Steve Sheinwald,Esq 516 747 6700 x 309 SSheinwald@Kirschenbaumesq.com or Scott Dillon,Esq 516 747 6700 x 318
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CONCIERGE LAWYER SERVICE PROGRAM FOR THE ALARM INDUSTRY
You can check out the program and sign up here: https://www.kirschenbaumesq.com/page/concierge or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304.
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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com
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