Exit Planning Tools for Business Owners

What the Heck is Exit Planning?

The wave of Baby Boomer retirements is beginning. I’ve been writing and speaking about exit planning nationally for the last ten years, (you can download my free eBook on the subject here), but the inevitability of the demographics is gaining momentum.

Today, Boomers in their late 60s are starting to sell the businesses they’ve built over the last 30 years or so. They are just the tip of the iceberg. Millions more are steadily approaching their career finish lines at a rate of hundreds every day.

Exit Planning is a new discipline, developed to meet a massive market need. Unfortunately, like any new service offering, there are a lot of people who use the term without fully understanding it, or in hopes that it will associate them with a growing field of professional practice.

Accountants say they do exit planning when they help clients structure their business and personal holdings to minimize the bite of the IRS.

Estate attorneys say they do exit planning when they protect assets and document transfers of inheritances.

Wealth managers say they do exit planning when they provide retirement projections and validate lifestyle assumptions.

Consultants say they do exit planning when they recommend ways to increase the value of the business, presumably maximizing the proceeds from a sale.

Business brokers say they do exit planning when they value and list a company for acquisition.

Insurance brokers say they do exit planning when they write policies to protect owners, their families  and their companies against premature departures, or the absence of key employees.

Which of these professionals really do exit planning? There are two answers:

  1. All of them
  2. None of them

Exit Planning Map MazeExit planning is the process of developing a business owner’s strategy for what may be the biggest financial transaction of his or her life…the transfer of the business. That strategy may be a succession to the next generation of family. It could be a sale to employees. It may be a sale to another entrepreneur, or acquisition by a larger company. In some cases, it could require an orderly dissolution.

In every case, it involves tax, legal, financial, operational and risk management expertise. No one practitioner (including me) has all the knowledge required for every aspect of the plan. Exit planning, in the true sense of the word, is coordinating all those skills so that they work together for a single objective.

Let’s say, for example, you run a warehouse with delivery services. You decide to make it as efficient as possible.

  • You tell the purchasing manager to only order product when pricing and inbound freight are the least expensive.
  • You tell the warehouse manager to develop a system for picking orders with methods that require the least amount of labor.
  • You tell the shipping department to pack up orders using the least possible amount of material.
  • You tell the dispatcher to plan routes for times with the least traffic and the lowest fuel use.
  • You tell the sales department to promise the customer anything that will close the sale.

Now, without letting any of these people talk to each other, you announce that tomorrow you are implementing all their results simultaneously. You go home dreaming about how amazingly profitable your business is about to become.

You don’t have to be a distribution expert to know what is going to happen. The uncoordinated plans are going to explode when combined. You’ve just come up with a great way to go out of business.

Now, what if you told one manager that your overall goal is to sell more product and give excellent service, so customers would become loyal buyers and the company will increase revenues and profits?  Then you had the other managers report to him, so that all of their plans would compliment the overall objective.

That’s what an exit planner does.

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What is the Right Price?

Of all the misconceptions by business owners, the ones surrounding their company’s value are both the most common and often wildly inaccurate.

I’ve been working for the last couple of months on the training videos for advisors in our new product, The ExitMap®. (You can take the assessment for free at www.myexitmap.com). In one session, we role-play a vignette about a financial planner discussing the value of a business with a client planning retirement. Part of it goes something like this.

Q: “So Bob, how much do you expect to realize from your business when you sell it?”

A: “I’ve heard from my accountant that most small businesses sell for about five times earnings.”

Q: “And how much would that be?”

A: “Well, I made about $150,000 in salary last year, and another $200,000 in profit. Add in my insurance policies and my car, my wife’s car and a few trips that combined business and pleasure. Say around $500,000 in total benefits. So I’d expect to get somewhere around $2,500,000 for the business.

Q: “What would that be after taxes?”

A: “I’d have to pay capital gains, so I’ll net in the area of $2 million.”

Simple, right? Let’s look at the reality.

abacusBob is calculating what the brokerage industry calls “Seller’s Discretionary Benefits” or SDE. While it is a legitimate way to look at the full value of business ownership, ball park valuations of 4-5 times pre-tax earnings don’t apply to that calculation. Cash flow expensed for benefits (rather than dropping to a taxable bottom line), isn’t included in those earnings multiples. The traditional multiple for a small business sale averages 2.5 time SDE, or half of what Bob is estimating. We are immediately reducing the likely price to something like $1,250,000.

Next, about 90% of small business sales are asset transactions. Only about 10% close as a transfer of stock ownership. Double that tax estimate from 20% capital gains to a 40% ordinary income rate.

Businesses transfer debt-free. So if Bob owes another $300,000 on his credit line, that comes off the top from the proceeds, but the tax is still payable on that $300,000.

So Bob’s $1,250,000 drops to $750,000 after taxes, and to $450,000 after debt repayment. He has lost three quarters of the amount he was planning on for retirement.

The problem is exacerbated when the planner dutifully enters $2,000,000 in his retirement software, assuming that the owner certainly knows the value of his business. That happens more often than I care to discuss.

These misunderstandings are just the tip of the iceberg. There are another half-dozen common mistakes when owners look at their value. In many cases it results in owners being highly insulted by legitimate offers from qualified buyers. I’ve also seen them renege on accepted offers when they finally have a CPA model the tax impact.

(NOTE: I do not perform valuations, give tax advice, or broker businesses. My recommendations here will not generate revenue for me.)

If you are like 85% of all owners and plan to sell your business to a third party, the first thing to do is engage a valuation professional. The second thing is to take that valuation to your accountant for tax modeling. Start your exit planning by embracing reality. You’ll be a lot happier in the long run.

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The 7 Deadly Sins of an Entrepreneur — Reprise

I make no claim that using the Seven Deadly Sins as a metaphor for business behavior is original. Of course, the original concept is a codifying of “undesirable” human behaviors, or sins. The work probably comes from the Latin word sons (guilty). Various sources attribute it to Old English and Hebrew, but since Latin was the language of the church, this seems most likely.

The concept of personifying the seven sins for popular consumption, as I mentioned in the first column in this series, goes back at least to Dante in the early 1300’s. It’s been used regularly in popular fiction including Roald Dahl’s Charlie and the Chocolate Factory (the five golden ticket winners each represent a sin, with Grandpa as Envy and Willie Wonka as Wrath); and in “Sponge Bob Squarepants” (I’ll assume that most readers don’t know the characters well enough to make identification worthwhile.)

gilligans-titlePerhaps the most amusing application was in “Gilligan’s Island.” The seven castaways fill their assignments well. There’s Gilligan (Sloth), the Skipper too (Wrath).  The millionaire (Thurston Howell — Greed) and his wife (Gluttony). The movie star (Ginger — Lust, of course); The professor (Pride) and Mary Ann (Envy), here on Gilligan’s Isle (Hell?)

My apologies if I just stuck that tune in your head for the rest of the day.

When I present “The 7 Sins of an Entrepreneur” to business audiences, they take special delight in identifying their own behaviors. Maybe it’s because they are relieved (“Gee, I only have four.”) or because they are naturally competitive (“Hey, I hit on all seven!”)

What ever the reason, it’s an easy way to organize negative behaviors. Perhaps that’s why it has remained so dominant a concept. Regardless of your failings, they can probably be categorized as one of the seven sins.

Here is a synopsis in order, with the corresponding “virtues” that counteract each.

  • The Operational Sins: Those which reduce your personal effectiveness as an owner and leader.
    • Lust: Allowing whim du jour to drag the company in differing directions. (Counteracting behavior: A Personal Vision.)
    • Gluttony: Hoarding all authority and decision-making for yourself. (Delegation)
  • The Tactical Sins: Those which denigrate the effectiveness of your organization.
    • Sloth: Settling for “good enough.” (Metrics and Benchmarking)
    • Wrath: Using adrenaline to drive performance. (Planning)
    • Greed: Addressing any problem with more effort or more intensity. (Budgeting)
  • The Strategic Sins: Those that prevent long term vision and improvement.
    • Envy: Thinking that no one else has your problems. (Outside advice and knowledge)
    • Pride: Believing that you are the single most important factor in your company. (Exit Strategy)

The sins are addressed in order. Dealing with the Operational Sins allows you to tackle the Tactical problems. Strategic improvement is only possible if you’ve first dealt with Tactical issues.

The Seven Deadly Sins of an Entrepreneur are an excellent mnemonic for considering your own behavior and those of your company.  Keep them in mind as you run your business day-to-day.

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The Sixth Entrepreneurial Sin — Envy

This week we start on the two remaining deadly sins of an entrepreneur. Envy and Pride are the strategic sins. The first two (Lust and Gluttony) are operational; they interfere with how you function as an owner and leader. The middle three, Sloth, Wrath and Greed, are tactical. They interfere with how you run your business.

The strategic sins twist your vision and goals for the business. The first of these, Envy, is defined in the dictionary as a feeling of discontent with regard to another’s advantages.

In our business owner peer groups, we ask new members after their first Board meeting what they took away from the experience. By far the most common answer is “I thought I was the only one experiencing problems in my business.” That’s envy, an unrealistic belief that the face other owners show to the world is entirely true, and that you are the only one facing challenges.

envy whyYou are guilty of Envy if you think everyone else has better employees than yours. If you believe that other owners are making more money, or have a better work/life balance than you, envy is a problem. The common envious phrase that I hear is “My problems are different. No one else has a business that’s as difficult as mine.”

It’s not true. I’ve consulted in hundreds of companies, and I have yet to see one that didn’t hit bumps in the road. Each has its own special challenges.

Take the construction trades for an example. The roofing repair contractors say “No one else is as weather dependent as we are. When it rains, we can’t work. When the sun shines, no one needs us.”

Electricians are the first on the job (to run power for everyone else) and the last to leave (installing face plates on a finished project.) The window contractors have to provide a finished (and fragile) product at an early stage of construction, but are expected to have it still look perfect after months of everyone else working around it.

I’ve heard each say that their issues are unique to their trade, which is true. They also say that no one else has challenges as great as theirs, which isn’t.

The business virtue that counters Envy is Knowledge. Knowledge is a three-legged stool. You need financial knowledge, legal knowledge and business knowledge to succeed in business.

Financial knowledge grows out of meeting with your accountant and banker more than once a year. They can provide a lot of insight into your business if you ask the right questions. How are others in my industry faring in this market? What metrics do you use when judging the credit worthiness of companies like mine?

Legal knowledge comes from talking to an attorney when issues are small, not just when you are afraid of a lawsuit. Do I need a contract for this? What will my possible liability be in this situation? Are there regulations or laws I need to be aware of?

Most business owners acknowledge that they need legal and financial advice. The biggest remedy for Envy, however, lies in the third leg of the stool — business advice. Accountants and lawyers aren’t typically entrepreneurs. Good business advice comes from business people.

There are lots of places to find business advice. Your trade group or professional association is the first place to look. There you’ll find others who deal with exactly what you face. The business departments of local colleges, the Service Core of Retired Executives (SCORE) and Small Business Development Centers (SBDC), both sponsored by the SBA, offer free counseling in most cities.

After five years as a member of peer groups and another two decades facilitating them, I admit to a prejudice in favor of getting business advice from other business owners. There is nothing more valid than real-life experience from folks who have “Been there — Done that — Have the tee shirt.”

Eighty percent of running a business is common to all businesses. We all deal with employee compensation and incentives, new technology, changing market conditions, competitors, regulations, vendors and customers. The other 20%, the part that generates revenue, is all that is uniquely yours.

If you don’t have a safe and confidential place to discuss your business with others who face the same issues, find one. It’s the only cure for Envy.

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The Fifth Entrepreneurial Sin — Greed

Few small business owners identify with the bloated income of Wall Street Tycoons. To accuse an entrepreneur of Greed brings up memories of the Gordon Gekko 1980’s, when “Greed is Good” seemed to be the motto of 30-something Boomers focused on the quest for success. in reality, most owners work very hard for a modest income, and feel that a little more would be amply justified.

(If you are reading Awake for the first time, this series on “The Seven Deadly Sins of an Entrepreneur” starts here.)

wrench and dollar signGreed in your business isn’t the quest for material success. That’s presumably why you own a business in the first place. Greed is a trait that prevents success. Greed is a foolish quest for more without knowing what more is. It’s focusing your efforts on cost and savings in the belief that you never have quite enough…of anything.

You can’t afford to raise wages because you need a little more revenue first. You can’t upgrade your equipment until you have a little more margin. You could be more competitive or expand your presence if you just had a few more good employees.

Greed shows its ugly face in a company where no expenditure is made unless it is unavoidable.

  • Technology is only replaced when it breaks, and then with the cheapest equipment that is the minimum necessary to do the job.
  • The office décor is a tribute to the durability of faux wood paneling.
  • No one gets a raise unless they demand it
  • Your website looks like it was done by a 14 year old (and perhaps it was.)
  • Maintenance and repair expenses increase every year.

Greed comes when an owner doesn’t know how to measure success. He or she can’t identify the most profitable lines of business, calculate underutilized capacity, or estimate return on investment for new equipment.

We previously mentioned that the business virtues that counter the sins of Lust and Sloth are Planning and Benchmarking. These need to be in place before you can defeat Greed, because its countering virtue is Budgeting.

Budgeting is the system by which you determine what success looks like. It starts when you define success, so build your budget from the bottom up. Begin with profit. Profit isn’t what is left over after everything else is taken care of. It’s the entire reason for your company’s existence.

From a target profit, work up through the expenses that will make it possible. How many employees will it require? How much raw material? How many transactions? What will each one cost; and what margin will it contribute?

Now you are ready to project the necessary revenues. Not the revenue you merely wish for (like “Ten percent more than last year,” with no idea  of where it will come from.) It’s the revenue you’ll need to make the profit you want, attract the best employees, and grow your business on something other than a shoestring.

Perhaps the revenue you need seems out of reach. In that case, you can make it into a two year or three year budget. The idea is to understand, in a concrete way, what will actually deliver the business and lifestyle you want. It’s understanding how that revenue will be created, ands what it will take to do it.

If all you know is that it’s more than you have right now, with no idea of how you’ll get there, you are guilty of Greed.

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