Exit Planning Tools for Business Owners

How Much does the Big Picture Count?

 
It is currently difficult to have a business conversation without discussing the Big Picture. The voracious 24-hour news cycle needs plenty of fodder to attract eyeballs. It almost seems like the media must pick and choose what will create the most concern. “Seventeen dead in drone attacks? Let’s put that sixth on the schedule.”

Big Picture Issues

Wars in Ukraine, Israel, and Sudan. Attacks on shipping. Russian hacker ransomware. The battle between the U.S. executive and judicial branches. Tariffs, sanctions, inflation, interest rates, boycotts.

Will the price of raw materials go up? How much will transportation cost next week? Should I load up on inventory—or scale back? Can we raise prices proactively? Will my suppliers raise their prices proactively? Will my customers find alternatives to my products or services?

It almost makes a business owner pine for the days when “mundane” issues like employee retention and customer satisfaction were the primary concerns.

How much weight should a business place on Big Picture issues? If you are a tomato grower in Mexico who ships 100% of your crop to the U.S. and just got hit with a 17% tariff, maybe a lot. But if you are a consumer in the grocery store who just saw Roma tomatoes go from $0.23 each to $0.27 each, perhaps not so much.

If you are an Italian restaurant that consumes 400 pounds of those tomatoes a week, the increase in cost from $0.79 to $0.92 a pound is about $52. Perhaps not enough to change menu prices, but enough to be discussed at the restaurant association meeting.

But Does it Count?

Even when the Big Picture seems to matter, the actual impact may be far smaller than it first appears. If you are a greenhouse tomato grower in Arizona, you probably applaud the tariff. If your gross margin on each pound of tomatoes sold is $0.05, you just narrowed the gap by about one-tenth of a cent. Does that really tip the scales?

Has the Mexican grower truly lost the inherent advantages of lower water and labor costs? Or were those already eroded by the Arizona grower’s automation, climate controls, and proximity to market?

In the final analysis, the biggest impact of the tomato tariff may be the concern it creates—the distraction from focusing on other issues—and the fodder for another news cycle. Then the Mexican grower, the Arizona grower, the restaurateur, the supermarket buyer, and the consumer all go back to what they were doing. They simply have a slightly different set of numbers to work with.

The Advisor’s Role

As advisors to business owners, part of your job is to help them focus on what counts. Whether you are a business consultant, accountant, attorney, or financial planner, you have an obligation to help separate the wheat from the chaff. When it comes to running a successful business, tariffs, sanctions, inflation, and interest rates are often just chaff.

You can help your clients—and solidify your position as a trusted advisor—by guiding them to ask the necessary questions:

  • How much will this really affect your business?
  • Have you run the numbers?
  • Does it require a change in what you do, or how you do it?
  • If a change is called for, will taking immediate action have a substantially greater impact than simply including it in your next planning cycle?

Of course, sometimes the answer to those questions may be yes. More frequently, it will be no. Then you and your client are free to discuss the Big Picture—but without the false urgency that television, social media, and newspapers are trying to foist upon them.

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.

Exiting Your Business Happily, Often Requires a Strong Personal Vision

Some surveys conducted among business owners, find that approximately 75% of owners who exit their business are unhappy with the decision one year after they do so. There are several reasons for this, and some owners struggle with it more than others, but the main reason for the unhappiness after a business exit is because of their lack of “personal vision.” What will their life entail after the exit? What will be their new higher purpose (beyond playing golf)? What will be their new areas for personal growth? If they thrive on working with a team towards a common cause in the organization, how will they replace it? Do they have one or two other passions outside of their business that they could enjoyably and consistently pursue with significant satisfaction? These are some the questions that need to be asked and addressed, and if done, will increase the likelihood of a happy exit.

Exiting a business is probably the single most important decision an owner will make.

Planning for it is critical for maximizing the selling price, ensuring the company’s survival after the owner is gone, and exiting it in the most tax efficient manner – These are all important attributes. But if a business owner does not clearly understand what life will consist of after their exit, and does not embrace it, he or she will likely put off transitioning out. Doing so, could jeopardize the value and survival of the business.

So how does the business owner address the development of their personal vision for life after the exit? A good way to start is working with a skilled exit planning advisor who has the tools available to walk the owner through this planning process. As an exit planning advisor, I have a number of tools and processes that address this area of planning. But generally, a good place to start is to work with the owner and begin to drill down with more specific questions. By the way, it really helps if this is done a number of years before the goal date for the exit.

Here are some of the questions that could be asked during our dialogue:

  • When would you like to be free of day-to-day responsibilities?
  • If funding for your retirement requires selling the company, whether it is done internally or externally, when do you expect to receive the proceeds? What do you think is the company’s current value?
  • If your company was absolutely running the way you wanted it to, what would your job look like? How many days and hours would you work? How many days of vacation would you take? This is a transitioning related question.
  • After you exit your business, what material assets would you desire (home, vacation home, cars, boats, etc.)?
  • Epic travel after the exit – Where do you wish to travel, for what purpose, when and how long? Costs?
  • What would be your ideal monthly income after the exit? Costs to cover essentials, travel, hobbies, sports, charity and community, family, etc.?
  • How would you spend your time after your exit?
  • Speaking of filling their time after the exit, a good exercise is to determine how much time will be filled by all of the desires and causes mentioned above, as well as anything else. Will it equate to a filled week?

As mentioned at the beginning of this article, a business owner’s life, after the exit, needs to be filled with purpose driven causes and activities, and efforts within their passions. There are only so many days that one can go golfing and relaxing. Life will need to be filled other meaningful things in order to have a sustainably happy life after the exit.

Many owners thoroughly enjoy serving in their leadership role within the organization.

  • If so, will it be important to the owner and life satisfying, to continue to exercise and serve in a leadership role after the exit? If so, what are the possibilities?

Other questions to ask –

  • What will truly motivate the owner when they get up in the morning? It could be a community or societal cause or is it building relationships within the family and/or community.
  • Do I want to work on efforts and causes to support and grow my faith?

The other area to consider is the capital that will be needed to accommodate their lifestyle, minus how much capital they have already accumulated outside of the business. This will help determine how much the owner will need from the sale of the business, which then is compared to what the business is currently worth. This will reveal how much the business value will need grow to achieve this, and what is a reasonable amount of time to do so.

Those are some of the basic topics to address for every business owner large and small.

For businesses and estates of larger significance, generating substantial liquid proceeds from the sale of the business will require more attention in relation to preserving the family throughout the generations, and applying the family wealth in a way that helps promote healthy, responsible thriving family members, and helps build their purpose. Not addressing significant family wealth outside of traditional means of inheritance, can set the family up for emotional hardships, lack of motivation, dysfunctions, conflicts, etc. in the generations that follow the business owner.

There are other issues to consider in having a happy business exit. These issues have to do with the nature of the owner’s inner world.

More than four decades of research has demonstrated that successful low to mid-market owners have distinct psychological attributes necessary for fostering their success. Unfortunately, these same attributes often lead to cognitive and emotional leadership struggles owners may not readily or easily identify. However, symptoms of the challenges are often readily identified through the business decisions they do (or do not) make. While a small percentage of owners handle the exit phase of the business exceptionally well, most experience internal struggles along the way, and a few find the struggles impossible to overcome.

Exiting a business is a very significant event for most owners.

Realizing the importance and giving attention to this step in the exit planning process, and doing so well ahead of the actual exit, will help position him or her to have a healthy, meaningful, happy life, after the exit occurs.

Steven Zeller is a Certified Business Exit Planner, Certified Financial Planner, Accredited Investment Fiduciary, and Co-Founder and President of Zeller Kern Wealth Advisors. He advises business owners with developing exit plans, increasing business value, employee retention, executive bonus plans, etc. He can be reached at szeller@zellerkern.com.

Creating the Perfect Business Exit Timeline!


When is a good time to start planning the eventual exit from your business?

Simply, you will be leaving your business and hopefully, this will happen in a planned and deliberate fashion. This is something every business owner will address. Unfortunately, things do not always happen in a planned fashion. Those of you in the remodeling industry deal with project-driven plan and schedule changes on a weekly basis. This is nothing new to you!

If we follow the advice from the book The 7 Habits of Highly Effective People by Stephen Covey, we want to implement Habit 2: Begin with the End in Mind! We can follow that recommendation due to another meaningful quote from Steven Covey “your most important work is always ahead of you, never behind you!”

Even if you are 40 years old and plan to work another 15 to 20 years, build your business with the end in mind! Plan for healthy and profitable growth, but also plan for the unplanned. Address the future of your business in good times but also address what will happen in case you are critically injured or die tomorrow. This is referred to as business continuity planning. Plan to do both. Let us begin to address the potential business exit timeline with the possible time frames that come with each milestone below:

Your Exit Timeline

If forced by circumstances beyond your control, you could likely exit your business within a year. Some business owners are here today and – literally – gone tomorrow, but usually not by their own choice. But leaving in style – with adequate cash and having achieved whatever other goals you have set— that takes time, far more than most owners expect.

So, you can leave whenever you choose if you are willing to settle for a less-than-ideal payday, or you can leave in style. The questions is: “do you want to control your own exit, or will it just be something that ‘happens’ to you?” Most owners prefer to control their own destiny but may not have an idea when to get started. Let us look at some tasks common to all exits, and how long they take to complete.

Design and Create Your Exit Plan:

Timeframe: 90 days to one year- While it is possible to create an exit plan in as few as 90 days, most plans require almost a year to create. Most owners need time to ponder and weigh alternative paths, and to think through the many issues that arise when they move through a comprehensive exit planning process for the first time.

Close the Gap:

Timeframe: depends on amount of growth in value needed, but often five to ten years- There is likely a gap between the value you want to receive for your ownership interest and the value you are likely to receive if you transfer the business today. Many owners are in denial when it comes to objectively quantifying the size of the value gap, and exactly how they are going to close it within their planned departure timeframe. The surest way to create sustainable growth is to create a written growth plan for your business with deadlines and accountability as part of your overall exit plan. There are a variety of ways to integrate growth plan development and implementation into your daily/monthly/yearly business management activities.

Tax Planning and Implementation:

Timeframe: three to ten years- Part of reaping full value for your company involves minimizing taxes. Keep in mind that one of the headwinds you may face is increased tax on income and capital gains. Fortunately, planning can not only manage taxation upon the transfer of ownership interest, it may help save taxes on an ongoing, annual basis.

The Ownership Transfer Transaction:

Timeframe: one to ten years- It is possible to transfer your entire ownership by simply transferring all your ownership in exchange for a promissory note right now in one grand transaction, with a big celebration that follows. This is a form of financial suicide. What will you do if the note payments stop coming and you have been absent from the business for a couple of years already? A methodical, possibly incremental approach to preparing the business, preparing yourself and preparing the next owner (especially if he/she is a child or employee) for a successful future tends to create a better outcome for all involved. Take the preparation and execution of the ownership transfer in whatever size bites you can manage, whether that is attaching one area per month or per year – you know your business well enough to know how quickly the recommended action items in your exit plan can be completed.

Conclusion:

Think about your exit as a process, not an event. Everything you have done in your life that was significant took time and multiple steps or stages. Your exit plan is no different. Your exit planning timeline is your bridge to the future that you envision for yourself, your business, and your family. Take control of your future and begin creating your timeline today.

For a free PDF on The Five Critical Elements of a Successful Exit Plan, contact me at david@remodelforce.com. I will forward that PDF report to you.



David Lupberger, CEPA is the President and Owner of Remodel Force. He is a nationally recognized speaker, author, and consultant who helps remodelers and contractors grow longer-lasting, more profitable businesses by developing lean and mean business systems. David believes that consistent results occur only with proven systems. He has worked with hundreds of contractors over the past 30+ years to increase their sales by expanding existing client relationships and develop lifelong clients.

Quality of Earnings and Technology Costs

 
Quality of Earnings and Technology CostsWhen a Quality of Earnings audit identifies deferred technology, the price can be magnified many times. Are you deferring technology costs?

A few months ago, a subscriber to our planning tools called with a tech support question. “Your software doesn’t work,” he said. After some investigation, we identified the problem. He was using a version of the underlying engine, (a part of Microsoft Office) that was four or five generations past end-of-life. When asked about his willingness to upgrade he said, “I don’t want to be forced into getting a subscription.”

(As a side note, no software developers try to develop for compatibility with end-of-life products.)

I understand completely. When Microsoft introduced Office 365 in 2011, I was as irritated as most folks were. We maintained generally up-to-date software but usually skipped a release or two. Upgrading applications happened when we began buying the next round of PCs with newer Windows operating systems. I protested the need to pay for software every year.

Clearly, we lost that battle a long time ago. Nonetheless, I can understand our client’s issue. He runs a solo practice, and his software works just fine for his relatively limited needs.

What are “True” Technology Costs?

I don’t think the same argument is typical in larger businesses, although I still hear it regularly. True hardware and software costs should be measured by employee productivity.

Begin with hardware. Keeping an old computer alive isn’t efficient. (And this is from someone who drives a 17-year-old car!) Here’s how a managed services client of mine described what’s commonly known as the “break/fix” portion of his business for a customer who didn’t want to “subscribe” to managed IT services.

“We get a call that the printer isn’t working and dispatch a technician. We haven’t looked at that particular PC in eighteen months. Employees have loaded new programs. They’ve done some, but not all of the required updates. The technician performs the updates, reinstalls the printer drivers, and gets it working after about 2 hours.”

“When we invoice the tech’s time, the customer has a fit. ‘I could have bought a whole new computer for that much!’ he says.”

No fooling. That’s why break/fix has become pretty much the domain of a walk-in trade for storefront technicians. Most IT companies can’t afford to do it anymore.

Indirect Technology Expense

More importantly, what did the malfunction create in indirect costs to the company? What’s the cost of the employee who was idle, the job that wasn’t printed, and the boss’s time to fight over the invoice?

Let’s say for a simple illustration that an office employee’s fully loaded cost is $52,000 a year, or $1,000 a week. Buying a new PC every three years is about $500. How much time does the employee have to save to pay for the newer computer?

The answer is a bit less than 7 hours… a year. That’s 2 minutes a day. So, the real question becomes “Will a newer computer save this employee 2 minutes a day?” It may not be immediately obvious, but if the tech support company is charging five times the employee’s salary ($150 an hour,) saving even one incident over the next three years more than covers it.

Technology Costs in Quality of Earnings Audits

Technology costs have become an integral expense item for almost every business. That hasn’t escaped the notice of buyers, especially professional buyers.

You can expect a Quality of Earnings (QoE) audit to encompass software licensing and subscriptions, hardware and equipment, IT support and maintenance, cloud storage, telecommunications (bandwidth and redundancy,) cybersecurity, and data protection insurance.

If a company is still working with the old “If it fails, then we’ll replace it,” you can expect a substantial downgrade of its EBITDA. A dozen new PCs, a server, new software licenses, cloud storage, annual costs for a bigger Internet pipe, and a second broadband carrier could easily cost $100,000.

Depending on the multiple being paid, each $100,000 deducted from the EBITDA means 3, 4 or 5 times that amount deducted from the price. That will get the seller’s attention, but by then it will be too late.

Technology costs for current (not cutting-edge) equipment and software are money well spent both now and at the time of a sale. Expect and budget them on a regular cycle. Deferring the expense might just be the definition of “Penny wise and pound foolish.”

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.

The Inexperienced Advisor – An Exit Planning Horror Story for Business Owners

 
This is a cautionary tale for business owners—one that’s “based on a true story.” The facts are real, although the exact sequence of events might raise questions if the IRS were to take a closer look.

A small business owner received a $1,000,000 offer to sell his company. He had already been thinking about retirement, and the chance to cash out felt like a perfect opportunity. His original plan had been to sell the business to a long-time employee through a promissory note, but that changed when the cash offer came along.

The business’s profits had always been modest, and the employee couldn’t match the offer. But the owner felt deep appreciation for the employee’s loyalty and past contributions. The employee already owned 10% of the stock, and the owner decided to reward him further by gifting an additional 10% just before the sale.

When the deal closed a few weeks later, they divided the proceeds: the owner received $800,000, and the employee got $200,000.

Here’s where things began to unravel.

The company’s tax preparer was a long-time friend of the owner—also his bookkeeper—who had served him faithfully for over 30 years. Their arrangement worked well for general business needs, and the owner saved money on fees. But the employee used a different advisor. And when tax season rolled around, that advisor raised some critical issues.

The Inexperienced Advisor, eyeglasses on top of a tax form

Let’s break it down.

The Letter of Intent was signed in January. The additional 10% stock was granted in February. The transaction closed in March. The valuation had been set by the sale offer, but little formal documentation existed for the transfer. The employee’s advisor flagged that the gifted stock constituted a $100,000 bonus—meaning it was taxed as ordinary income. At a 25% tax bracket, that single item triggered a $25,000 IRS bill.

Next came the issue of the company’s structure-

For years, the tax preparer had advised switching to an S Corporation, but the owner never followed through—it seemed like too much hassle. So the company remained a C Corporation and was subject to 21% corporate tax before distributions.

That meant the employee’s $200,000 had to be recalculated. His share was now about $158,000 after corporate taxes.

Of that amount, the original 10% was eligible for long-term capital gains treatment (20% rate), but the recently gifted 10% was double taxed: as short-term capital gain (at his 25% rate) and hit with a 20% parachute payment excise tax because of its proximity to the sale.

He paid nearly $55,000 in taxes just on that second 10%. And the hits kept coming.

With total compensation now over $200,000, the employee’s payout was subject to the 3.8% Net Investment Income tax (the “Obamacare” surcharge). And he still owed that initial $25,000 from the stock bonus.

When all the math was finished, his $200,000 “windfall” ended up being worth only $70,746.

That’s an effective tax rate of nearly 65%.

And the owner? He was double taxed, too. His “cut-rate” accounting services and the decision to avoid S Corporation status ended up costing far more than they saved.

Could it have gone differently? Absolutely.

For a relatively small investment in expert guidance, they might have restructured the transaction. For instance, compensating the employee with a cash bonus instead of stock would have made the payment deductible to the company, taxed only once as ordinary income to the employee.

But none of that was considered—because there was no experienced advisor at the table.

If you’re considering selling your business, don’t go it alone.

Exit planning isn’t just about getting a good offer—it’s about protecting your value and avoiding costly mistakes. Engage with a seasoned advisor who understands the tax, legal, and strategic layers of a business transition.

The cost of advice is small compared to what it could save you.

-Special thanks to Steven A. Bankler, CPA, for his help with this article.

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.