Exit Planning Tools for Business Owners

Ambiguity Kills Value

Ambiguity kills value. That was a key point in a white paper from Orange Kiwi that I read over the holidays. Taken from the PhD thesis of Dr. Allie Taylor, the paper describes the psychological profile of  entrepreneurs, and their historical reluctance to begin an exit planning process.

According to Dr. Taylor, entrepreneurs have five major behavioral traits; Risk Taking, Innovativeness, Need for Achievement, tolerance for Ambiguity and a locus for Control. This follows closely my description of the mind of an entrepreneur in Hunting in a Farmer’s World. In that book I discuss the traits of tenacious problem solving and the ability to navigate in the fog.

Ambiguity and Dopamine

That ability to choose a path where others don’t see a way forward is key to a business owner’s ability to stomach risk. What Dr. Taylor points out, however, is that some owners fall in love with their own tolerance for ambiguity. As Simon Sinek points out in Leaders Eat Last (and I also discuss in Hunting,) problem solving provides an owner with a little shot of Dopamine dozens, or even scores of times daily.

Dopamine is the same neurotransmitter that drives substance abuse. In very real terms, an owner’s need for regular dopamine titillations can make decision making addictive. Anticipating a life without the business can subconsciously create a fear of life without the business.  

That’s why owners are reluctant to discuss exit planning. Despite the obvious wisdom of controlling the most important financial event of a lifetime, the personal void that lies beyond ownership is scary. As with many other potentially unpleasant things, from going to the dentist to funeral prearrangements, it’s easy to deal with it…later.

Ambiguity Kills Value

The problem with embracing ambiguity too much is that it can damage your business. Management by firefighting is costly. As Abraham Lincoln said, “If I had eight hours to cut down a tree, I’d spend seven of those sharpening my saw,” Fixing problems almost always costs more than preventing them. Dealing with distractions reduces the time you have available for selling, creating or teaching.

Avoiding the uncomfortable task of exit planning leaves you much more likely to deal with it in response to one of the Dismal D’s. (Death, Disease, Disability, Divorce, Declining sales, Dissention among owners, Debt, Distraction, Disaster or Disinterest.) That’s when the value of your most important asset, a thriving business, starts to plummet.

We all like a bit of ambiguity. Our decision making abilities are what makes us successful owners. Exit planning should be a process of gathering information about your possible decisions, not a ticking clock controlling your future.

Embracing Your Options

Whether you plan to eventually sell your business to a third party, pass it on to family or create a transfer to employees, you still want to assess your financial performance compared to industry standards. Your management team needs to be able to run the company without you. Your processes should be well documented. Most importantly, you should be thinking about what you will do when those hits of decision-making dopamine stop coming.

Once you have the components in place, you can control the timing, proceeds and method of your transition. Until then, you are just waiting for ambiguity to bite you in the butt.

How prepared are you? Take the ExitMap® preparedness Assessment at www.YourExitMap.com

Life After Exit — Time is of the Essence

From time to time, we share real stories about life after exit from owners who have sold their businesses. Some are great and some… not so much. The have agreed to share their experiences to help other owners prepare for both the process of transferring their companies and what comes after.

The Business

BVA Scientific, a distributor of laboratory supplies and equipment, started in Bob and Nancy Davison’s bedroom with the garage serving as the “warehouse.” Both had a background in laboratory supply sales, and they focused on building deeper customer relationships than the multi-billion dollar vendors who dominate the industry.

That approach helped the company grow with a balanced customer base. BVA has a presence in food testing laboratories, water and wastewater plants and the Texas oil fields, rather than the typical dominance of doctors and hospitals for their type of business.

Not surprisingly, BVA had attracted multiple inquiries from private equity groups. None of those came with management, however, and all wanted the Davisons to remain as employees for a long time after the acquisition. While they weren’t in a rush to get out the door, Bob and Nancy wanted a clear path to retirement

Here is how they describe the transaction

“First, let’s kill all the lawyers…”

Nancy: “We knew that the business had grown beyond what a couple of salespeople could handle well. Supply sources were moving to Asia, and I felt a bit out of step. I think the real impetus was when a general manager to whom we planned to sell the business left for, of all things, his own sign shop franchise. We hired a replacement, but we could see that he wasn’t our exit plan.”

Bob: “I’ve always been very active in our trade association. A colleague with a much larger operation had asked me several times to let him know if we would consider selling. When he repeated the offer at a conference, we decided to start talking seriously.”

Nancy: “The due diligence almost killed me. The buyer’s attorneys kept asking for more information. Halfway through the deal their lead attorney went on maternity leave, and her replacement wanted to restart the whole process from the beginning!”

Bob: “Our legal bills wound up being so much more than we anticipated. I think my biggest surprise was finding out how many adjectives could be used to modify the word lawyers.”

Nancy: “The closing date was delayed multiple times. Then our biggest customer told us privately that they were planning to shift their purchasing for high-volume items to China. It was a gut check, but we shared the information with the buyer. We had to restructure the deal with a portion tied to an earn-out, based on the level of business we maintained for a year after closing.”

Life After Exit

Bob: “Nancy stepped back pretty quickly. I wasn’t quite ready to retire, and now I have the added motivation of watching our earn-out. My role is technically sales-related, but it is just as much about keeping the employees happy through the change.”

(Note: As we approach the end of the earn-out agreement, BVA Scientific has easily reached all the goals required for full contingency payment. Nancy and Bob continue to enjoy life after exit.)

 

This story and others are in my latest book Your Exit Map: Navigating the Boomer Bust.

After the Exit: Second Acts

As part of my effort to add variety to the types of exit planning posts here, I will occasionally include “Second Act”, stories about business owners who have already left one career, and are now doing something else.

The Second Act

The 19th century Pearl Brewery exemplified both the potential and the problems of close-in urban industrial sites. Long abandoned, but just a mile or so along the river from the famed San Antonio Riverwalk, it was in the words of one real estate agent (quoted from the San Antonio Express-News):

“…an overgrown creek full of homeless encampments. There was terrible crime in the area, and the ground had massive hydrocarbon problems. The buildings were full of asbestos and lead paint, and some were structurally questionable.”

Located next to the major north-south traffic artery from the airport to downtown, The brewery has now been transformed into what is likely the best industrial redevelopment in the nation.

Christopher “Kit” Goldsbury sold Pace Foods to Campbell’s Soup in 1994. In 2002 he purchased the entire 22-acre Pearl site, announcing that it would be redeveloped as a residential/commercial complex.

His vision far outstripped merely knocking out walls and putting shops in. First, the brewery equipment, largely heavy iron fixtures from the early 20th century, was stripped out, inventoried and stored. Every project in the redevelopment integrates the equipment as a centerpiece, lending a cool steampunk feel to the restaurants and public areas.

He also sent crews through Texas, locating contemporary buildings made with the same yellow bricks, so they could be disassembled and used to match the existing masonry in buildings being restored.

The residences, however, are all brand new, and command the highest rents in the city. Today, a dozen unique restaurants (the complex has a “no-chains” policy for retail) surround the Emma, a 5-star boutique hotel, and the Culinary Institute of America.

A Vision with Influence

Using the proceeds from the sale of a successful business to create another successful business is admirable, but not unheard of. Doing it in a way that changes an entire city is something else again.

Spurred by The Pearl, the city has extended the Riverwalk north to the complex, with a linear park, art installations and locks to lift the tourist barges to the level of the river’s terminus. Museums and downtown venues are now a 20 minute walk away.

On the “inland” side along Broadway and across the river, other developers have put up new apartments whose chief attraction is “within walking distance of The Pearl.” Another developer is planning a similar complex (18 acres) directly across the street.

Spurred by this successful example of “close-in” living for young professionals, mixed multi-family/commercial development is now underway or in the planning stages for tracts of 8, 15 and 20 acres in and around downtown.

Of course, The Pearl has been quietly purchasing adjacent land for years, and will eventually add roughly 50% to its current footprint.

In the next decade, we are likely to see San Antonio complete the transition from a typical modern office-dominated downtown served by sprawling suburbs to one of the most livable inner cities in the nation.

It Takes a Village

Kit Goldsbury isn’t driving all this development personally. He had a cooperative city government, pent up demand for close-in urban-style living, and plenty of money. There are others who have stepped up, both out of a love for San Antonio and from the lure of opportunity.

I’m working on a presentation for a national conference in September. It focuses on the challenge of helping Boomers think about life after the business. So many see a void; an aimless drifting without the anchor of their companies.

You may not have the financial resources of a Kit Goldsbury, but you will always have the vision, the problem-solving ability and the tenacity that made your business successful. That doesn’t go away when you exit. You just need to plan a second act that puts them to good use.

 

“Read” my new book in 12 minutes!

Your Exit Map, Navigating the Boomer Bust is now available on Amazon, Barnes & Noble and wherever books are sold. It was ranked the #1 new release in its category on Amazon, and is supplemented by free tools and educational materials at www.YourExitMap.com.

Now, we have a really cool 12 minute animated video from our friends at readitfor.me that summarizes the book, and helps you understand why it is so different from “how to” exit planning tomes. Take some time to check it out here. Thanks!

Selling Your Business: Money isn’t Everything

When I was a kid my mother said “Money isn’t everything” in response to every envious glance at another kid’s stuff. As I became successful enough to afford things for my children, I reversed the meaning. “Money isn’t everything” became my reminder that their possessions didn’t make them better or happier than others.

The same holds true for companies. An entrepreneur who is struggling to generate sufficient working capital is an unlikely prospect for a lender, let alone an investor.

I regularly receive approaches from business owners who have a great ideas, but have run out of capital without generating cash flow.  They usually have trouble understanding why I don’t want to represent them in their investment search (for a fee contingent on only my success, of course.)

“But everyone says there is plenty of money looking for deals,” they say. It is true. There is always more money available than good investments. That’s why so many investments lose money.

Once your business approaches $1 million in annual earnings, the whole capital landscape changes dramatically. If you are scalable (meaning you likely have around 100 employees or more) your deal is attractive to financial investors such as private equity groups. There are currently about 7,000 such buyers in the US, pursuing the 17,000 or so companies who meet their criteria.

These buyers range from Search Groups (who have investors lined up if they find a company), to investment funds with a billion dollars or more in “dry powder” (cash in the bank).

If you are smart, and clever, and tenacious, and lucky, you can reach the point where there is plenty of money to buy you out. In fact, money is probably chasing you. Most sellers, however, come to realize that money isn’t everything.

shark with dollarThe M&A world abounds with horror stories of financial buyers who stripped the employee benefits from a company and drove off its key personnel. Others pulled their capital as soon as they had control (to leverage it in another deal) and left the business staggering under the debt replacing it. Still more inserted a Hired Gun executive from another industry whose inexperience quickly ran the business on the rocks.

That might not be your concern if you walk away with a terrific multiple, but if the deal (like many) requires you to leave a substantial amount on the table for a few years, it’s critical.

I work with business owners in their exit planning. Although I haven’t brokered in years (meaning list and market businesses for sale), I regularly advise owners who are dealing with an approach from financial buyers. Here’s my mental checklist for vetting a financial buyer:

  1. Do you trust them? Can you see working side by side with them as your partners?
  2. Do they understand your business and your customers, or are they just looking at your financial statements?
  3. How important to you is the future of your employees and your reputation?

Notice that the questions don’t include “How much money do they have?” If you are attractive to one financial buyer, you are probably attractive to a lot more.

Many of my clients, when they examine the non-financial aspects of selling, choose alternative exits. They arrange for the employees to buy the business, or merge with a friendly competitor. They may not make quite as much, but money isn’t everything.

If you enjoy Awake at 2 o’clock and know a business owner who would benefit from reading it, please share. Thanks!

Too Busy to Do Business

Another tax filing season has passed, and the entire US accounting profession comes up for air. Of course, thousands of businesses and individuals have filed for extensions, thereby postponing the pain of calculating their final numbers for anywhere from a few days to six months.

As the CPAs emerge from their winter burrows and blink in the sun, the rest of the business community reenergizes, suddenly able to move forward with planning and analysis that has been languishing while their numbers-crunchers were busy losing sleep and feasting on ramen noodles.

I met with one firm about doing some valuation work in late February. They appeared to be excited about getting the business. When I called in mid-March with my first project they responded with “It’s tax season. Can you wait until mid-May?”

Perhaps it isn’t totally illogical to expect that an exiting business owner, having spent 30 years developing his largest single asset, should be willing to wait a few more months to begin his transition. The question isn’t so much whether it is unreasonable; it is why it should be necessary.

I have multiple clients with various needs, but all require some interface with their accountant. Some CPAs respond with quick but unsettling responses. “I think you can do this, but you’ll have to wait until after tax season for a definite answer.” Great. Business people always like making million dollar decisions based on “Maybe or maybe not.”

Others simply beg off. “I can’t even take the time to think about that until after April 15th.” Still others don’t respond at all, obviously expecting that their clients will automatically forgive what would be an unforgivable breach of professional service expectations at any other time.

Even the definition of “any other time” is narrowing. The tax rush used to be the few weeks leading to April 15th. Then the weeks leading to March 15th (the business filing deadline) moved back the start of the out-of-service CPA season. With the increasing complexity of tax laws, and the concomitant rise in extension filings, the time between September 1st and October 15th has also become a no fly zone. The week or two leading up to May 15th and June 15th are slightly better, but not by much.

shutterstock_93857353Tax complexity makes handling almost any transaction without professional advice foolhardy, but are we really supposed to just draw a line through 16 weeks, or 1/3 of the annual business cycle?

There are lots of suggestions about how to simplify the code or spread out the reporting deadlines. A flat tax is interesting, but would largely remove the ability of legislators to show favoritism to big supporters and home-state causes, so I’m skeptical of its chances.

Another proposal is to let individuals file by their birthdays, or let calendar-year businesses pick another year-end. The government’s excuse is that it would delay revenues for the year of implementation. Really? Like they were planning on a balanced budget that year? Heaven forbid they would have to borrow any more than the $1,000,000 a minute they do already.

Until we find some more sensible way to fund the public sector, business owners are subject to double indemnity. Not only do we have to pay the bill, but doing so correctly requires that we also at least partially delay our attempts to earn the income that will be taxed.