Exit Planning Tools for Business Owners

Exit Options

Using Waterfalls in Exit Planning

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One of the most useful concepts in business planning is that of “waterfalls.” The analogy is apt, if perhaps less than perfect. Think of any outcome anticipated in a contract that is based on an “if…then” situation. It can likely be served by structuring waterfalls.

I originally started using the term in buy/sell agreements. When a shareholder chooses to leave (or is forced out,) the options for purchasing his available stock are waterfalls. The first option may be for all the the shareholders to buy the stock in proportion to their existing ownership. If not all the shareholders wish to purchase, the “waterfall” or back-up option is for any subgroup of shareholders to buy the stock.

The next waterfall is for a single shareholder to purchase all the surrendered shares. The final waterfall, if everyone declines the opportunity, is for the company to buy the shares as treasury stock. Each option level is defined in priority order and has its own time frame for exercise.

Waterfall Distributions

Recently I saw a business structure where the profits were distributed through waterfalls. (This is pretty much an advantage of using an LLC.) The investor partners received 100% of the profits until they reached a defined return on their investment. (This was a cumulative right, similar to cumulative preferred stock.) Once the target ROI was reached each year, there was a split of the profits between the investors and the managers, with the investors share being considered a return of their original capital. Finally, when all the capital had been repaid, there was another shift where the managers took the lion’s share of profits. The investors received some additional profit participation on a permanent, ongoing basis.

How can this work in exit planning? Often a seller has a target number in mind for retirement funding to be generated by his or her company. That number can be come from operating income, or from the proceeds of a sale.

Waterfalls in Leveraged Buyouts

When the buyers are employees, they likely purchase some or all of their shares in installments. The pricing is at a fixed valuation, or may use a formula that rises and falls with the profitability of the company.

It’s simple enough to develop waterfalls. Once the owner has received a target amount of operating income each year, the employee/buyers get a higher portion of any overage to apply to their stock purchases. Once the stock is paid for, the owner has an upside of more than the original planned price for the business.

Structured correctly, waterfalls can be highly motivational (and lucrative) for all parties in a transition. As profitability rises, the buyers get paid-up equity more quickly. The seller has the ability to receive more than the originally anticipated price. Everyone shares in the rewards of their work.

Video on Preparing for Your Exit Plan

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I contributed this video interview about preparing for your exit plan to SuccessionMatching.com for their recent Summit.

It is about preparing what you need before starting your exit planning process. Succession Matching has made it available for free for another week. (requires creating a user name and password)

 

I hope that you enjoy it.

Invest 15 Minutes and take our FREE Exit Readiness Assessment. We do not request any confidential information.

John F. Dini develops transition and succession strategies that allow business owners to exit their companies on their own schedule, with the proceeds they seek and complete control over the process. He takes a coaching approach to client engagements, focusing on helping owners of companies with $1M to $250M in revenue achieve both their desired lifestyles and legacies

Exit Planning Choices Podcast

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I had a nice conversation, on exit planning choices, in 2019 with Pat Ennis of Ennis Legacy Partners and Walter H. Deyhle of Gelman, Rosenberg and Freeman,CPAs, both in Maryland. Learn about your choices when preparing to create and implement your exit plan. Exit planning is about choices, get to know the choices that you have. Thanks for the invitation, Pat!

You can listen (25 minutes) here. I hope that you enjoy.

Invest 15 Minutes and take our FREE Exit Readiness Assessment. We do not request any confidential information.

John F. Dini develops transition and succession strategies that allow business owners to exit their companies on their own schedule, with the proceeds they seek and complete control over the process. He takes a coaching approach to client engagements, focusing on helping owners of companies with $1M to $250M in revenue achieve both their desired lifestyles and legacies

Time Frames for Exit Planning

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Time frames are one of the most critical, challenging and frightening factors in planning your exit. At the same time, they are one of the most flexible factors in your plan. How can something be this important and still be fungible?

When we interview an owner, one of our first questions is about time frames. Note that they are plural. The first is when you want to step away from daily management of the business. The second is when you want to leave entirely.

Those questions  also lead off our exit preparedness Assessment, the ExitMap®, and impact the scoring on many of the other responses. When it comes to actually implementing a plan, however, their importance is often the opposite of what you might expect.

Owners frequently are most concerned about the second question. Setting a date for leaving the business is scary. That is when their lives will change substantially. That is why good exit planners focus so much on the owner’s personal vision of life after the company.

The First Time Frame

It’s the other question about time frames that is more important. Stepping away from daily operations is hard. Letting other people make decisions is hard. Seeing people get excited about initiatives that aren’t yours is hard.

In my book Hunting in a Farmer’s World I discuss “taking off the Superman cape,” or the challenge of letting your employees go to someone else for answers. Once you get beyond that, running the business can be a lot more enjoyable.

So part of an owner’s fear regarding time frames is the fear of the unknown, the void that looms if you don’t have a post-exit plan. The other part is a fear of leaving the business just as it becomes a lot more fun.

In fact, I’ve seen a number of owners who, once relieved of the daily burden of being the answer man or woman, want to postpone their final exit date. That’s not surprising. You didn’t become a business owner because you thought you would hate it. In fact, owner burnout isn’t usually caused by the creative or innovative parts of an owner’s role. It’s caused by the tasks and workload of running things day in and day out.

Leave  on Your Own Terms

That is why we design many exit plans with a kind of escape clause. Once the owner has transitioned his or her duties, most of the requirement for the second time frame have been met. At that point, the remaining criteria may be the accumulation of retirement funds, or accomplishment of a non-financial life goal (such as training for a new role.)

The final time frame is only met when the owner is ready. In an internal transition to family or employees that may involve selling a last bit of controlling equity.

Even if you are planning a third party sale, having your employee team spun up for an easy transition to a new owner will add considerable value to your company.

The goal in exit planning isn’t to set a departure date in concrete. It is to understand the time frame required to put you in a position to exit. The last move is up to you.

Exit Planning: Controlling Your Choices

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Many owners are reluctant to plan for their departure from the business. In some cases it’s because they are too comfortable with ambiguity (see my previous post.) For others it is because they fear losing control. They believe that setting a final date for their departure, even tentatively, starts a process that will take on a life of its own.

The tag line of this column is “Control the most important financial event of your life.” Control is the key. Refusing to deal with the realities of an eventual transition from the business is surrendering control. Sooner or later, something will happen that requires a transfer of the business. Then it is too late to exercise the options you have now.

Exit planning three, five or ten years before your anticipated transition gives you a clearer picture of the direction your company needs to take if it is going to serve your personal objectives.

All business owners want to grow their companies, make more money and work a bit less, but few things are more disappointing than finding out that the work you put in won’t result in the outcome you expected.

What if you work yourself to the point of exhaustion, only to find that you are too critical to the company’s success for anyone else to buy it without tying you into a long term employment agreement? What if you rapidly grow your revenues, but discover that your margins are too thin to attract a decent acquirer? What if you build a great management team, but they leave to start a competing business? What if you invest in new equipment  that looks great, but doesn’t add to the value of your company?

Understanding Your Choices

All these things would be addressed in a comprehensive exit plan. It’s not only about your life after the business, it’s about the life of the business after you. Exit planning requires that you look at your company through both the eyes of both a seller and of a buyer.

As a seller, you have certain goals for what you would accept as a successful exit. Usually those are financial, but other factors sometimes count for even more than the sale price. What future do you envision for your employees and customers following the sale? Is the company’s reputation, or it’s contribution to the community important to you? Answering these questions could have an impact on the type of buyer you will consider.

What are the intangible assets of your business? Are your employees able to make good business decisions without your oversight? Do they dependably execute their roles according to documented processes with consistently high levels of quality? The ability to duplicate your success is the single most important factor in a buyer’s calculation of value.

How sticky would your company’s relationship with key employees be in your absence? Are they committed to the company because of a sense of ownership, actual ownership, or long-term incentives? If their only tie is personal loyalty to you, the value proposition to a buyer is a lot riskier.

Controlling Your Choices

All these questions should be part of your planning. Yet most owners don’t ask them until they are on the brink of retiring. That is a mistake. Knowing what you want to accomplish, or in other words – where your finish line is, is critical to building your business in the right way, in the right direction.

Having an exit plan doesn’t mean that you have to implement it on a specific date. You can choose “wait and watch” from the options outlined in this short video on the Five Roads to a Business Exit.

If you know your destination, your choice of a pathway becomes much easier.