Exit Planning Tools for Business Owners

business strategy

Exit Planning in a New Political Environment

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What does a new political environment mean for business owners who are planning to transition their businesses? Should you accelerate your plans, or slow them down?

As I’ve said many times in this space and elsewhere, the biggest single factor in successfully selling a company is the current condition of the financial markets. Since the Great Recession, the Federal Reserve has poured new cash into the system at very low interest rates. This “cheap money” has trickled down to fund a wave of leveraged buyouts by financial professionals seeking a better return than that from more traditional investments.

This wave of cash enables some 7,000 private equity groups (PEGs) to seek targets in almost every industry. Those targets, however, are typically among the 20,000 or so privately held companies with over $1,000,000 in pre-tax profit.

That leaves out some 9 million employers on Main Street (those that sell for less than $3,000,000.) Of those, about 5 million are owned by Baby Boomers who are, or should be, thinking about life after business ownership.

Most of the owners I talk to are at a loss to predict the climate of the next few years. They hope that a pro-business administration will reduce bureaucracy and pull back some of the regulatory burden on business owners. On the other hand, they are concerned that trade wars, rescission of treaties or diplomatic snafus will drive the US, or the world, into another economic trough.

A very few claim that they know exactly what President Trump and the Republican Congress will do. In the words of Prussian General Helmut von Moltke, “No battle plan survives contact with the enemy.” People may think they know what is coming, but it would be foolish to bet the ranch on any single outcome.

What does this mean for exiting business owners? At the risk of sounding too pat, it means exit planning is more important now than ever before.

Why Start Exit Planning Now?

Here are some reasons why an exit plan is valuable in uncertain times:

  • If your planned exit is more than five years from now, the landscape will likely change again before you transition. A plan will give you the tools to track key components of a successful exit, and improve your ability to respond to changes.
  • If your intention is to preserve the legacy of your company by selling it to employees or family members, starting the transfer now can put you in a position to accelerate or delay the final transfer according to current conditions.
  • If the stated intention of the new administration (a return to 4% GDP growth) is successful, a plan to maximize your value to a third-party buyer will leverage higher pricing multiples.
  • If the economy winds up in the tank, a plan is only a plan. It can always be put on hold until conditions improve.

An exit plan is, by definition, a strategic plan with the addition of a completion date. Some owners fear that by stating a deadline, they are committing to it regardless of circumstances. Of course that isn’t true.

Planning your exit and actually exiting are two different activities. It only makes sense that the political environment should be one of the factors that affect your final decision.

Would you like free excerpt from my new book Your Exit Map: Navigating the Boomer Bust?

Just register here. We’ll send you short pieces every few weeks until its publication in the Spring.

Exit Planning: Telling Secrets

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Planning your exit from a business is a process of telling secrets. For many owners, it is the most terrifying part of selling.

A rancher in South Texas once said to me, “I’m going to tell you a secret, and you have to solemnly swear not to tell anyone. When you do, you have to make them swear the same thing.”

Most business owners are very cautious about with whom they share their exit plans. The logic is intuitive. The more the information is shared, the bigger the chance is that someone will use the knowledge against you.

telling-secretsCompetitors will tell customers, insinuating that your company will no longer be a dependable supplier. Employees might begin looking for greater security in other jobs. Vendors may seek another distribution channel. Your bank could start tightening your credit.

Yet your buyer wants to verify due diligence information. He wants to talk to key employees and customers. Lines of supply and the solidity of relationships have to be confirmed.

Some owners are unduly afraid of letting anyone know their plans. Sooner or later everyone will know, but when they should be informed is an important part of your planning. Controlling the distribution of information might have dramatic impact on the value of your business.

Those who should know about your plans can be placed in three groups.

Round One

Key employees: Whether they are slated to be the next generation of owners or not, key employees should be the earliest group informed of your plans. Of course if you are contemplating an internal sale, their willingness and ability to buy the company requires disclosure. If you are planning an external sale, their cooperation in preparing the company for a buyer’s due diligence will be critical.

Consider having the employees sign a new non-disclosure agreement. Even if you have confidentiality provisions in your employment contracts or policy manual, it serves to emphasize the sensitive nature of exit planning information.

Round Two

Going outside your trusted inner circle is a big step, but you should consider it once you have a solid buyer in place. Sharing earlier, rather than later, makes due diligence easier.

General Employees: Employees can usually be informed fairly early in the sale process. Explain that the transition of the company is a normal part of its lifecycle, and that you are taking steps to ensure that it is done with an eye to their continued  employment. That will go a long way to making them feel more secure. If you treat it like a dark secret, they will have greater concerns about the inevitable rumors.

That’s why I suggest you inform the employees before you tell vendors and competitors, from whom they are likely to hear it anyway. Bringing them “in the know” will also help forestall any hiring attempts by other businesses. Inertia is a powerful force. Usually after a few weeks with no major disruption, the employees just accept your exit planning as a fact of life.

Critical vendors. If you have an exclusive distribution or supply relationship with some larger companies you may already be fielding requests for a documented succession plan. Many suppliers appreciate the forethought of exit planning because it ensures the stability of their distribution chain.

One area of caution. Watch out for a vendor’s loose lipped salespeople, who may regard news of your pending departure as hot gossip for the rest of their customers.

Round Three

Customers: Most customers should be told as late as possible before the transaction closes. If informed of a fait accompli, they are likely to stick with the relationship long enough to gain some experience with the new owners. If informed too far in advance, customers will logically begin to look for alternative sources of supply.

Lenders: While many bankers and other lenders will say that they ought to be informed as early as possible in the process, it is often not a great idea. They may seek the opportunity to finance a transaction, and certainly would like to begin a relationship with any new owner as soon as possible, but they also have a primary responsibility to protect the assets of their institution.

That means they have to worry about the security of your personal guarantees, and whether they see any risk to their capital in your business. Discussions with your bank should include details about the future of your banking relationship.

Due diligence is only one step in the process of telling secrets. Lots of other stakeholders will need to be informed. How and when you do that should be a formal part of your planning process.

yem-flat-cover-smallThank you for reading. If you would like to receive free, pre-publication excerpts of my next book, please register here.

Exit Timing and the Global Economy

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How much will your exit timing be affected by the global economy? Most small businesses serve local markets. Their owners, if they have thought about it, plan to sell to a local individual. If the local market is healthy, why worry about the rest of the world?

A few weeks ago I attended a presentation by  Austan Goolsbee, former Chairman of President Obama’s Council of Economic Advisors and the youngest member of his cabinet. Dr. Goolsbee was also a college champion debater (he beat Ted Cruz in the national finals) and a member of an improv troupe. That makes him an anomaly in the “dismal science;” a funny economist.

“We are only doomed in the short run.”

Here is a partial list of why he feels the economy will continue on this slow-growth path for some time, and some of the logic (including laugh lines) he used for each.

  • Home prices have returned to their normal annual growth rate (.4%) of the 90 years prior to their run-up. (From the Onion: “Furious Nation Demands New Bubble to Invest In.”)
  • Oil doesn’t have the effect it once did. Fuel efficiency has dropped its impact to less than half the percentage of GDP of 20 years ago. Falling gas prices used to be a boost to the economy. Now that we are a major producer, not so much.
  • The administration is trying to boost consumer spending. The problem is that in the early 2000s Americans were spending more than they made. Now they have returned to their (fairly minimal) savings habits.
  • Europe is circling the event horizon of an economic black hole.
  • Epic job growth (4.5%) is being countered by shrinking productivity in the last few years, resulting in a “stagnant” economy.

For those that expect a stimulus from China’s growth, Goolsbee points out an interesting item.

man-with-head-in-boxThe USA publishes it’s GDP growth statistics one month after the end of a quarter, with adjustments over the next few months. China puts out the number on the last day of each quarter, and never updates it. As Goolsbee says, that causes economists to wonder, “Why do they wait so long?”

Does this affect small business?.

How does this big picture information impact the exit timing of a small business owner?

Exiting is a liquidity event. You are exchanging the equity value of your work for cash. The cost and availability of cash in the financial markets has a lot to do with who is able to buy your business and how much they will pay.

For the last ten years of Quantitative Easing, the markets have been awash with cash. Low deposit rates led many investors to seek higher returns. Private equity groups not only found plenty of investors, but could also leverage their purchases with debt at a relatively low cost.

As the PEGs push towards ever-smaller opportunities, a trickle-down effect has propped up pricing on the lowest (small business) end of the market. Professional investors are flocking to privately held companies. Perhaps they’ve found a new bubble to invest in.

I speak nationally about the coming of the Boomer Bust; the buyer’s market for small business. ( To receive free advance excerpts of my new book on this topic, go here.) According to the demographics, it should be starting already. It appears that the financial markets are hot enough to support prices for those who are exiting now, but demographics are like gravity. You may not like it, but you can’t change it. The flood of exits will come.

Your exit timing is a personal decision, but don’t make the mistake of thinking it’s only a personal decision. The domestic financial markets, which are influenced by the global economy, will have a material effect on your selling price.  Keep one eye on the bigger picture. It could make a material difference in your retirement funding.

Please share Awake at 2 o’clock with another business owner. Thanks for reading!

Business Buyers: The “Buy Now, Pay Later” Generation

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If you are preparing to sell your business, your buyers will likely be members of the “buy now, pay later” generation. Generation X is the first demographic group to be raised in a culture that put little emphasis on savings.

Diner’s Club was introduced as the first “charge card” in 1960. By the end of that decade competition from member cards (American Express and Carte Blanche) and bank-owned revolving finance cards (MasterCard and Visa) began placing millions of cards in consumers’ hands.

credit-cardIn a competitive credit environment, advertising for the revolving charge cards was directed to the pleasures of paying for something after you already enjoyed the use of it. The struggle of saving for a long time before purchasing was portrayed as foolish and unnecessary. In the 1980s and ’90s Baby Boomers on the quest for material success embraced the concept wholeheartedly.

This is the environment that today’s prime business buyers between the ages of 35 and 50 grew up in. Americans reached the height of “buy now, pay later” just after the turn of the century. In the early 2000s, when Generation Xers were between 28 and 45 (the prime consumption age range) Americans spent about 2% more than they earned annually.

That was a great formula for boosting an economy, but a lousy way to amass capital for investment. That credit-fueled boom died a gruesome death in 2008, and many debt-laden Xers haven’t yet recovered.

These are the buyers for your business. Many have grown up believing that personal financial management consists of parsing a paycheck to allow enough for food after their installment payments. The US savings rate has since recovered to a more normal 5%; much of it fueled by Boomers belatedly preparing for retirement.

If you’ve spent the last 30 years or more building a business worth a million dollars, you need to find one of these folks who has put aside at least $300,000 or so to buy it outright (a down payment to qualify for financing plus initial working capital.) There are such buyers, including escapees from corporate life with substantial retirement plans and those who will be inheriting their parents’ savings.

Most buyers, however, don’t have that kind of money. If you want to realize full value for your business, you may want to think about how to accommodate a “buy now, pay later” approach. A buyer who writes a check is more appealing, but good business logic seldom results in complete dependence on a long-shot strategy.

There are four ways to sell a successful business to folks who have no money. The more time you have to implement a plan, the better its chances of success. In order of my preference they are:

  • Best – Sell to Employees. A five to ten year period is usually sufficient to get a “down payment” (25-35%) into employees’ hands via stock incentives. The best scenario is earning the awards by growing the value of the business. In a strong company, the owner can leave with the full proceeds in his or her pocket, and remain in control until retirement.
  • Better – Hire Your Buyer. This is similar to a sale to employees, but you use the equity plan to recruit a more highly qualified individual than you could otherwise attract. It is better in the sense that the buyer may be stronger, but the time up front to make sure he/she is a good fit represents a risk.
  • Good – Finance the Down Payment. For many lenders, including the SBA, stock sold via a subordinated note can qualify as a down payment. It means you walk away with 65-75% of your money, and leave the rest in the business until the first-position lender is comfortable with the stability of their risk.
  • Worst – Finance the Purchase. This is often the scenario for an owner who waits too long to consider the options. Whether the buyer is an employee or a third-party, you sell the company for a promissory note and hope for the best.

You have options, but they disappear one by one as you get closer to your exit. That’s why we encourage planning. Having a plan in place doesn’t require immediate implementation, but it does help when evaluating opportunities.

For more on Boomers and Buyers, you can download my free eBook Beating the Boomer Bust.

Following my own advice, I am leaving on my biannual sabbatical. Awake at 2 o’clock will resume on November 6th. In the meantime, please share it with another business owner. Thank you.

Is Your Business Built on Individual Heroics?

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Great employees are a wonderful gift, but individual heroics aren’t healthy for your business.

Someday, you will start thinking about leaving the business. Perhaps you already do. When you begin planning for your transition, what will your company systems sound like when you describe them to a critical buyer?

“Yes, we have a process for that. It hasn’t been updated, but Martha knows it like the back of her hand.”

“We really don’t have anyone cross-trained on that machine. Bucky likes to work alone, but it’s okay because he hasn’t taken a vacation in three years.”

“We always use Andy on that route. There are lots of traffic snarls, and he’s the only one who seems to be able to finish on schedule.”

You are getting the point. When an employee is especially productive or reliable, it’s easy to become dependent on his or her individual heroics. It’s one fewer function of the business that you have to watch.

heroic workersIt is ironic that the very behaviors that make your life easier appear to be threats in the eyes of a prospective buyer. You know that they could pose a problem, but they haven’t so far. Why fiddle with what’s working?

The answer is because individual heroics discount the value of your business. A buyer worries that key workers might not like his or her management style. As a new owner, he might be immediately approached for pay increases. Worst of all, if one of your heroes’ performance heads south, he may not be able to fix it, or even know what is happening.

For just a moment, look at your best employees as threats. Do you have a contingency plan for each? Can Martha’s process be documented so anyone can do it? Is Bucky just a loner, or is he trying to make himself irreplaceable? Can Andy’s mental map be duplicated by routing software?

And in case you didn’t realize it, “I can do any of those jobs myself. ” is the worst of all possible answers. Those kind of individual heroics will send the buyer towards the exit instead of you.

Dependable high performers are invaluable, but they are frequently protective of their status. Recognize them, but make it plain that that their work needs to be duplicable. (Although, “Of course, not at the level you perform.”)

If you don’t, start looking at them as liabilities rather than assets.

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