Exit Planning Tools for Business Owners

Exit Planning – Maintaining Control

For many owners, their biggest concern in an exit plan is maintaining control.  Whether they seek to sell to employees, family or a third-party, there is a fear that, once started, the process will have its own rules and momentum.

My colleague John Warrillow, author of Built to Sell and The Automatic Customer, has written an excellent white paper on the types of people who own businesses. John previously owned a data-driven marketing company, and always backs up his opinions with solid research.

I’ll leave the indicators of the entrepreneurial types to John, since it is his material. His conclusion, however, is that 2% of owners are Mountain Climbers. They are focused entirely on the next goal (usually growing the business.) Another 24% are Freedom Fighters; those who are in business for themselves as a way to control their lives. The remaining 74% are Craftspeople. They run their own business as a job, focusing on doing much of the work themselves to maintain the best quality.

Craftspeople aren’t prime candidates for exit planning. Their owner-centric approach to the business leaves them little value to sell to another entrepreneur. Mountain Climbers are almost certainly planning an exit, but their objective is probably to reach a level that attracts financial and strategic acquirers.

That leaves Freedom Fighters as about 92% of the owners who will benefit from a planned transition. Maintaining control is their very reason for owning a business. They have no intention of surrendering the outcome to someone else.

Sharing Control with a Buyer

Ironically, the majority of these owners say that they plan to sell their companies to a third party. By definition, they will be sharing the timing, price and transfer mechanisms with a stranger. The buyer will have his or her own ideas about the process and how much the company is worth.

Combining Warrillow’s  work with my own research on the number of Boomer employers (5 or more employees) in the U.S., and we can estimate that somewhere between 750,000 and 1,500,000 of these businesses are owned by Freedom Fighters over 55 years old. If you’ve read my latest book or visit this column regularly, you already know that the intermediary community (brokers and investment bankers), accounts for about 10,000 third-party sales annually.

These owners don’t have a century or more to stand on line waiting for a buyer. That’s why so many are choosing to sell their businesses to employees.

“But my employees have no money!” That first objection is usually true, but if they have the skills to run the business, the financial mechanisms can often be arranged. A Leveraged Buyout (LBO) or an Employee Stock Ownership Plan (ESOP) can be structured over a few years so that the owner remains in control of the business until he or she leaves with the full value of the company in his or her pocket.

Of course, you can always finance the transaction yourself, and sell to employees for a note. That, however, is the antithesis of maintaining control.

 

 

Internal Transfers: Legacy vs. Lucre

Lifestyle vs. Legacy

Why would I refer to the results of an internal transfer as “lifestyle vs. lucre?” Lucre is a pejorative term. While it is technically just a synonym for money, most dictionaries draw the parallel to its use in “filthy lucre;” money that is ill-gotten or otherwise dishonorably obtained.

I was honored to present at the Exit Planning Summit this past weekend. One of the things I discussed was the need to help business owners determine whether their personal vision for their company’s future was based on lifestyle or legacy. That’s how I normally term it, and there is no negative connotation attached to either term.

That “lifestyle vs. legacy” decision, however, usually designates the difference between selling to a third party for full market value (lifestyle) and selling to employees in order to preserve the culture and quality of the organization (legacy.)

Legacy vs. Lucre

“Legacy vs. lucre” is my term for the differing motivations in an internal transfer, and it is fully intended to be pejorative.

For a business owner, the greatest appeal of an internal transfer is control. He or she gets to pick the new owners, their timeframe for taking over the company, and how much they will have to pay.

Sometimes, that avenue to exit is chosen because the owner knows he or she can’t get a satisfactory price in the open market. The company just isn’t worth what he wants for it.

So selling to employees becomes a vehicle to get more than fair market value. Of course, no third-party lender will touch a deal for more than the business is worth, so almost by definition such transactions have to be seller-financed.

That is one of the reasons we hear horror stories about selling a business to employees for a note, and having to take it back when they default. Their failure may have been due to a lack of training to run the business, or an unsupportable price. Either way, they were set up for failure by an owner who was more interested in getting a check than in what happened down the road.

Legacy Requires Win-Win

Selling to a third party is an arms-length transaction. Both parties have their own agenda and advisor team. The buyer is perfectly cognizant of Caveat Emptor. The seller wishes to maximize the proceeds, the buyer to minimize his cost. The result is usually something in between.

When selling to employees, the playing field isn’t even. The employees have followed the seller’s direction for a long time. They are accustomed to doing what he says. It’s when the owner takes unfair advantage of his status that legacy turns into lucre.

 

“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!

Quality of Earnings Part 3: Cash Flow

In the past few weeks we’ve discussed how quality of earnings audits look at your income and expenses, and their impact on company value.  Since Revenue less Expenses equals Profit (P=R-E), you could be forgiven for thinking that we have picked apart your earnings as much as possible.

Unfortunately, that’s not the case. Merely dissecting your customers, lines of business, contracts, one-time expenses and unrecognized liabilities isn’t enough. Quality of earnings also examines how your cash flows.

Accounts Receivable

Just selling at a decent margin isn’t enough. That margin suffers from invisible erosion if your customers don’t pay on time. I’ve heard plenty of owners say ” They are our biggest customer, even if they don’t pay for 90 days.”

Buyers may look at that as “financing” the customers average balance. Even if you aren’t borrowing for working capital, that is money that might be more efficiently used elsewhere.

The math of earnings quality assigns an interest rate to those funds. If the customer takes three months to pay, and maintains an average over-30 balance of $500,000, a 6% cost-of-funds calculation could lop $30,000 from your earnings. If the offered multiple is 5x, that’s $150,000 deducted from your sale price.

Working Capital Needs

Another oft-heard claim by sellers is “This company could grow a lot, if only we had the capital.” Don’t be surprised if an experienced buyer tries to use that to lower their price.

I don’t think this one is necessarily fair. If your valuation is based on past performance, then what the buyer plans for the future is his problem. It has little to do with the numbers underlying your value. None the less, some buyers will put it on the table as a negotiating tactic.

On the other hand, if your selling price includes projections of future performance, or there are obvious issues of deferred maintenance (all your computers still run on Windows 7 for example), then expect an attempt to deduct the additional cash needed right after closing from the purchase price.

Run Rates

Most of us anticipate that a fast growing company will demand a higher multiple than a slow-growing or flat business. That doesn’t mean a buyer won’t try to “double dip” by offering a lower multiple and discounting for performance in the post-LOI due diligence period. Angry sellers will exclaim “But you knew my numbers before you made the offer!” True, but if an outside auditor emphasizes a lack of revenue or profit growth in his report, expect it to be on the table again.

It will absolutely be an issue if your growth rate falters during due diligence. It’s hard to go through the machinations of a transaction and pay attention to driving the company at the same time. Just be aware that taking your foot off the gas will be noticed, and accounted for.

The bigger issue is when growth on your top line isn’t equaled or exceeded on your bottom line. It may indicate that you are “buying business” with discounting. Failure to increase margins with additional volume may point to a lack of scalability. Either will become a part of the discussion on final price.

Quality of Earnings

In my three columns in this topic, we’ve examined eight major areas where a buyer can claim your earnings are worth less than they seem to be. I’m not an auditor. I’m pretty sure they could point to a few more.

The biggest single point I’d like to drive home is this. Most business owners consider the Letter of Intent to be the end of a negotiating road. When it comes to savvy buyers, it may just be the beginning.

 

“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 is 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!

Quality of Earnings Part 2: Hidden Expenses

In my last post we discussed quality of earnings audits from a revenue perspective. Customer concentration, marginal lines of business and contracts are the three most common revenue traps. If you are comfortable with your company’s strength and stability as regards to revenue, it’s time to look at your expenses.

There are two expense categories that trip up owners in due diligence, one-time (out of the ordinary) expenses, and unrecognized liabilities.

One Time Expenses

A few years ago I worked with a client who owned a wholesale distribution business. He presented his financial statements to me to determine the practicality of obtaining third-party financing for an employee buyout. His recast statements showed over 10% free cash flow after owner compensation. That’s a respectable number in most wholesale distribution business.

As I examined the prior year’s financial records, I noticed that the adding back of a one-time expense accounted for almost 75% of the cash flow. I inquired, and found that the expense was for a conversion of the company’s enterprise information system, including consultants’ and employee costs for implementation.

Digging further, I found that 50% of the prior year’s adjusted cash flow number resulted from reversing a one-time expense associated with converting the delivery fleet from owned to leased vehicles. The year before that, half of the cash flow came from a one-time manufacturer’s buyout of some inventory, which was replaced under generous payment terms.

There are legitimate reasons to account for one-time expenses, and doing so can give a better picture of a company’s ability to make money. When there are such add-backs year after year, however, it begins to look like an attempt to count normal operating costs as profit. The bank determined that the company did not produce sufficiently dependable cash flow to finance the LBO debt.

This is a case where a lender was considering profitability, but the same rules apply to buyers. It’s hard to sell someone on applying a multiple to profits that have never actually been produced.

Unrecognized Liabilities

The other expense category that will impact the quality of earnings opinion is unfunded liabilities. These most frequently are unearthed in employee benefits and service agreements.

The first is accrued vacation or PTO. It is customary to keep records of this liability off the balance sheet, but professional buyers don’t see it that way. The benefit was earned while producing for the seller. They buyer has no reason to pay it out for work that wasn’t done for him.

Pension benefits are another area replete with land mines. Don’t try to show earnings that would otherwise have been shared through an employee profit-sharing plan. A buyer will insist (rightly) than future profits should maintain traditional benefit levels.

Sloppy plan administration is also a liability. If your 401K, for instance, has a backlog of orphan accounts or other potential compliance issues, expect fixing them to be considered as acquisition costs in negotiations.

Do you have annual service agreements with your customers? The appropriate accounting method is to amortize the income over the life of the agreement. Many smaller businesses, who keep records on a cash basis, recognize the income as it is received. That may lead to adjustments in earnings.

Expect that quality of earnings auditors to also look at the service flow through the agreement. If you expend a lot of effort at the end or the contract (say to update software of position for a contract renewal) they may want to accelerate recognition of those expenses.

Not Done Yet

Remember, a quality of earnings examination has one purpose; to find areas where a purchase price merits deductions. The firms hired for these reviews command five and six figure fees for the work. They are expected to produce savings in proportion to their fees.

When you’ve run the quality of earnings gauntlet of your revenue and expenses, you’re not done yet. We have one more challenge; cash flow adjustments.  More on those in the next post.

Your Exit Map, Navigating the Boomer Bust is now available on Amazon, Barnes & Noble and wherever books are sold.

With over 300 illustrations including pictures, graphs, charts and cartoons, it is a completely different approach to exit planning books.

Your Exit Map is ranked the #1 new release in its category on Amazon, and is supplemented by free tools and educational materials at www.YourExitMap.com.

Exit Planning: Telling Secrets

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.

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