Exit Planning Tools for Business Owners

How a Business Owner Can Effectively Plan Their Exit

Many business owners are finding it difficult to retire or transition out of their business due to a lack of exit planning together with a challenging economic environment. Shrinking cash flow, net income and credit have forced owners into fight-or-flight mode.

Several companies have successfully compensated by trying to expand sales and cutting costs. Many small to mid-sized companies, however, have experienced a drop in value, with no end in sight.

Owners are also entering the chapter in their life when exiting their business in one way or another is becoming more probable. Unfortunately, the business may not be currently worth what they need it to be to successfully exit.

Or what very often happens, is the business owner wakes up one morning, so to speak, and decides that they don’t want to run the business anymore and often decides the fate of the business without any careful planning.

The reality is that selling or exiting a business, is probably the single most important decision an owner will make. Instead of blindly hoping to sell their business “one day,” an alternative is for the business owners formulate a thoroughly planned exit strategy in order to sell or transfer their business for maximum value or compensation in the most tax-efficient method.

Creating an exit strategy, a process which takes three to five years, is the most significant step a business owner can make. All businesses are different and all business owners are different, therefore the exit strategy must be integrated with the owner’s objectives and requirements.

Is it a “lifestyle” business that produces revenue which does not need to be sold? Can the business be transferred over to a family member or key employee, or will it be sold to a third party? If a business owner is entering the stage in life when they need to be planning their exit, here is what they should be attentive to:

Define Objectives

Before you formulate your exit strategy, you must know when you want to leave your business, to whom you want to leave it to and how much money you hope to get from the transaction. Formal retirement planning and the creation of a life goal statement should be the first steps in this process.

Ascertain Value and Cash Flow

Regardless of who you are selling your business to, if your payout will come from future cash flow, then future cash flow is more important than current value. You can use many reliable valuation methods to estimate your business’ value. A formal valuation can come later.

Build Value

This step decreases the risk linked to owning your own business and helps improve the outlook for future growth. Setting your business up to operate without you, through improving the dedication of key employees, systematizing your business to run on autopilot, expanding market share, diversifying revenue sources, and growing corporate leadership, can significantly increase your businesses value.

Establish a Successor

The process of transferring your business takes time the sale will continue even after the deal is confirmed because future payouts are usually necessary. The transaction is completed once the agreed price is fully paid. Careful planning is required to successfully manage a sale to insiders who frequently are short of the necessary capital for a total cash buyout.

Conserve Wealth

Selling your business will create income for you, your family and the Internal Revenue Service. Cautious planning must be employed to diminish taxes, and preserve the accumulated wealth.

Exiting a business is probably the most important decision a business owner will make. They usually only get to do it one time, and all of the many years of hard work, risk and dedication is being realize with one event.

Regardless if an owner is transferring it to an insider or selling it to a third party, careful planning and consideration must be taken over an extended period of usually 3 to 5 years. It is a process that is driven by the owner and accompanied by a team of advisors that may include their financial advisor, accountant, business attorney, estate planning attorney, and so on.

It is also important that one of the advisors is thoroughly experienced with the process and can help the owner along through the required steps.

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

Impressions of Value in Exit Planning

Business owners, advisors, and buyers frequently have widely different impressions of value when it comes to a business.

The Pepperdine Private Capital Markets Survey canvasses intermediaries who sell privately held Main Street and mid-market companies. One question is about the obstacles that prevented the sale of a business. The number one response is “Owners’ unreasonable expectations of value.”

That may be self-serving or an excuse. Nonetheless, valuation is a sensitive subject. Many owners have worked in the business for 30 or 40 years. They assume it will fund their next 20 years of retirement. Their target price is set only by their desired lifestyle after the business.

Different Values for the Same Business

Unfortunately, many owners have an opinion about the value of their business that is grounded in the multiples of public companies. Others are based on conversations with colleagues, salespeople, and articles in their trade publications.

Impressions of valueEven those who have professional appraisals of their business may not understand that the purpose for getting your valuation may skew the results. Valuations that are done for estate planning or internal transfers of equity often have little resemblance to a company’s fair market value.

Various people including H.L. Hunt and Ted Turner have said “Money is just a way of keeping score.” For many owners, the emotional tie between the perceived value of their company and their self-image of success is closely connected.

Some advisors skirt this issue by recommending that their clients get a professional opinion of the fair market value of the business. While this is certainly a safe approach, it can take substantial time. It also requires considerable assembly of the underlying data for the appraiser. This can slow down any consulting project considerably and may derail it entirely.

Impressions of Value

A coaching approach helps the owner understand the practical boundaries surrounding the value of the company without either dictating to him or taking the project in a tangential direction. We do that by helping the client model “lendable value.”

We start by explaining that most businesses are valued by their cash flow. There are certainly many areas where value can be enhanced. These include intellectual property, exclusive rights to a product, protected sales territory or long-term contracts. Owner Centricity™ or customer concentration can also reduce the fair market pricing of your business. In the final analysis, however, cash flow to pay an acquisition loan is of principal concern to a lender.

SBA minimums for financing include a cash-to-debt service ratio (1.25 to 1) and required owner compensation – usually $75,000 a year for acquisitions under $500,000 and twice that for larger deals. While not all lenders follow SBA guidelines, they are a useful national baseline for looking at your value.

The company may well be worth what you think it is, but finding a lender to finance it is a different problem. Understanding a lender’s impression of value before starting sale negotiations can save you considerable time and negotiation down the road.

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.

Key Employees: Build and Protect Business Value

Key Employees

You may have people working in key roles who are instrumental in growing and building the value of your business. These key people can be identified as having the following characteristics:

  • Makes a substantial business contribution
  • Possesses critical information or knowledge
  • Maintains and nourishes key contacts and relationships

Sellable Business

In helping clients plan to build a sellable business, and then eventually exit on their terms and conditions, we emphasize that “key people are a key value driver” in realizing success in both of those strategic goals. And, we find it helpful for owners to have two categories in mind when considering key employees:

  • Building business value
  • Protecting business value

Key people help owners build value and exit successfully as their roles serve in removing the owner(s) from the day-to-day management of the business, and by accomplishing objectives and key results for growing the business, that is aligned with the exit goals of the owner(s). An important planning focus for the owner(s) in building value, as it pertains to key employees, would include alignment of the employee’s performance goals with the exit goals of the owner(s), and a well-defined key employee incentive plan that provides impactful awards for goal attainment and retention.

Owners Beware

Owners need to be aware, that there is also inherent risk related to key employees. Risks involving departure and competition, solicitation of customers and/or employees, and disclosure of confidential information. There is also the risk of losing a key employee due to unexpected death or disability. It can be costly to recruit, train, and compensate for a replacement in such a situation, as well as make up for any loss in corporate earnings. Important planning areas in protecting business value, as it pertains to key employees, would include: Well-written and regularly reviewed employee documents (i.e., Employment Agreement; (listen to ExitReadiness® PODCAST Episode 43 w/attorney Marc Engel) and adequate life insurance coverage on the key employee (listen to ExitReadiness® PODCAST 54 w/Bill Betz of Betz Financial Advisory).

Pat Ennis is the President of ENNIS Legacy Partners. The mission of ELP is to help business owners build value and exit on their own terms and conditions.