small business advice Archives

Build a Successful Business Exit Plan by Using a Planning Process

March 20, 2025 by Steven Zeller

As a business owner, planning the exit from ownership of your business is probably the single most important decision you will make. When to exit, how much to walk away with, who to sell it to, what’s the most tax efficient strategy in your circumstance, what timeline is most suitable, and what are the areas of business that need to be improved upon to make it marketable, etc.? Those are just some of the things that need to be considered.

The challenge for many business owners is they don’t want to think about it until they’re absolutely ready to exit. The problem with that is, you won’t know when that will be, and it may happen unexpectedly, due to health and so forth. Furthermore, and especially with “baby boomer” owners, their business is everything to them – They don’t want to think about letting go, so they put it off. Plus, even if they do sell, what are they going to do when running their business isn’t with them every day. – What’s going to be their purpose when that comes to an end? So, they put it off, and when they decide to exit, the business may be unprepared to sell, the market may not be favorable, or they won’t get the price that they thought they would.

All of what I just mentioned, can be addressed or avoided with the proper business exit plan. A proper business exit plan should be done by applying an organized process. It is also important to remember that building a solid exit plan takes time. It’s nothing that you simply flip a switch, and presto, you have a solid exit plan. There are many things to consider, advisors you need to bring in the mix, data that needs to be collected, and analysis that needs to be performed.

Over the years in consulting my business owner clients, I have developed a “business exit planning process.” The diagram below is an illustration of that process. It breaks the process into three separate phases: “Create A Game Plan”, “Plan Development”, and “Implementation.”

The “Create a Game Plan” phase is the initial phase of the exit planning process. This includes completing an exit plan assessment, which determines what areas you will need to address in order of priority, determining your vision for the future (after you have exited), how much you will need to walk away with, whether to sell to a third party or an insider, performing a preliminary valuation, and assembling your team of advisors.

For performing an exit plan assessment, I use a tool called “ExitMap”, which is a handy tool and takes the client 15 to 20 minutes to complete. Determining your vision for your future, is a discussion of the owner’s life after the business. That is an important discussion and may be a transition that needs to be planned for over a period of time. “Letting go” doesn’t come easy for some business owners. In fact, there are even tests now that can help determine how you will handle it when that time comes, and what to do about it. There is a consultant firm in Southern California, by the name of “Orange Kiwi” that specializes in that type of consulting. Determining how much you need to “walk away with”, involves analyzing how much you will need to live your life after the business and the goals you want to accomplish that require financial resources, and how much you have accumulated outside of the business. This will determine the dollar amount that you will need to walk away with, from the business. This is then compared to the preliminary valuation which reveals the “gap”. For instance, if you need to walk away with $3 – $5 million net after expenses and taxes, and your business is currently worth approximately $2 million, then the “gap” is $1 million to $3 million.

This leads us to performing a “preliminary valuation”, which is an informal valuation and costs a fraction of a formal valuation. It is a necessary step in order to determine where you stand and how much of a financial gap exists. Finally, the last step in this phase, is forming your team of advisors. Exit planning is a team sport, and you need the right people/advisors on your team – Professionals who are experienced and who are willing to work together. The diagram below shows a number of potential advisors, an owner may need a few of them or many of them at different times.

The “Plan Development” phase includes the gathering of data, the development of a draft plan, the development of a final draft plan, and establishing a plan of action which includes setting time tables, delegating tasks to advisors, and so forth. When we gather data, there are many areas to gather from. This includes the financials, performing a 5-year cash flow analysis, a 5-year cash flow projection and a host of other metrics, client base analysis, re- occurring income, etc. The draft plan is a starting point of a plan. It is reviewed by all of the participating advisors, which may include the C.P.A., the business broker or investment banker, the out-sourced C.F.O., estate planning attorney, tax attorney or business attorney, and so on. Depending on your particular situation, some or many of these advisors may be included.

The “Implementation phase” of the planning process includes “managing the action steps”, and revising the plan as needed, performing a formal business valuation (one that holds up in the negotiation of the sale), positioning the company for sale or inside transition, and the liquidity event, or the actual sale.

Managing the action steps is critical, because plan execution is critical. It’s one thing to develop a plan, but implementing it properly is crucial in a successful outcome. The exit planning professional can help an owner with that, so that he or she does not get consumed by it and can continue to work on the business. Performing a final valuation is required, which is a solid valuation to include in the sale of the company and also for tax purposes. Positioning the company for sale is where a business broker or a merger & acquisition professional comes in. They are the ones who will position the company for sale, put the company to market, and help to finalize a sale. It’s better if they are included earlier on.

It is also where the implementation of structuring the company ownership comes in. Meaning, what is the best way to position the ownership of the company to achieve the most tax efficient transaction. For instance, utilizing special trusts that avoid state taxes upon the sale of the company. But, that is for a future discussion.

Then comes the liquidity event or the actual sale of the business. It often doesn’t come easy and negotiating with a third party can be grueling and time consuming. But the better you have planned and prepared, the better the outcomes will most likely be.

My intention of this article is to point out a few things: One, the best way to develop an exit plan is by applying a process. Two, exit planning takes time. Three, exit planning is a team sport and requires the careful selection of advisors. And four, exit planning is a serious subject and requires a thorough discussion – more than a discussion with your local C.P.A., although a C.P.A. is a critical advisor in the exit planning process.

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

Cash Flow Normalization

March 3, 2025February 20, 2025 by John F. Dini

Cash flow normalization is done with the intention of identifying Earnings Before Interest Taxes Depreciation and Amortization (EBITDA) or Seller’s Discretionary Earnings (SDE). These differing measures are not interchangeable, but are used by different classes of buyers for different categories of acquisition.

Free cash flow is an important measure when calculating the value and price for any business. It is the amount theoretically available for servicing acquisition debt, working capital, return on investment for any cash outlay in the acquisition, and future expansion.

Cash Flow Measures

EBITDA establishes free cash flow as a measurement for most mid-market businesses. It evens out the differences in earnings caused by various tax jurisdictions. In the United States, there is federal income tax at the corporate level, but many states have additional income taxes, and in some cases, even smaller jurisdictions like cities may have their own income tax. These obviously impact the profitability of a company and could distort a buyer’s impression of its profitability.
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EBITDA calculations do not include the owner’s earnings, since the companies being examined are more likely to be acquired by investors who would replace the owner with a management executive.

SDE is the measurement used to illustrate the sum total of financial benefits available to the owner-operator of a business. It assumes that the owner is running the company on a day-to-day basis. SDE encompasses not only salary, bonuses, and distributions, but includes insurance and other benefits such as a company-paid vehicle.

A simple way to put it is that EBITDA is the cash flow available for a return on investment. SDE is the cash flow available for a return on the owner’s labor.

Making Adjustments

In the SDE calculations, there are two places where there is often an adjustment of expenses to market. The first is for a family member employed in the business or partners who intend to leave simultaneously with the principal owner.

In many instances, family members are paid according to their needs or the needs of the business instead of at a market rate for the position. With family members who are “underpaid” adjusting to the market rate will have the effect of reducing the cash flow available in the business. This reflects the fact that the family member or partner will have to be replaced by someone who is unlikely to work for a below-market salary.

The opposite is of course true for family members or partners who are overpaid. Reducing their compensation to a fair market rate will add to the discretionary cash flow of the business.

A second area of adjustment is when the owner of the company also owns the real estate that the company operates in. Again, the rents paid on the real estate often reflect the owner’s objectives more than they do the practical reality of the local real estate market.
A company that is underpaying rent is having its bottom line shored up by the reduced income to the real estate entity.

Overpayment of rent requires the owner to make a decision. If they expect the same rent from a new tenant, the profitability of the business as presented to a prospective buyer will be lower. Considering that most transactions involve a multiple of cash flows, you can usually point out to the owner that trying to maintain a higher rent is not in their interest as the seller of the company. Adjusting the rent to a market rate increases the cash flow of the company and presumably the basis for an evaluation multiple.

Which Cash Flow is “Right?

The decision of whether to use EBITDA or SDE when calculating cash flow is dependent largely on the size of the client’s business. If the company has cash flow in excess of $1 million annually or is large enough to be a likely target for professional buyers, EBITDA is the appropriate measurement for cash flow.

If the company is going to be purchased by family members, employees, or another entrepreneur and has a cash flow of less than $700,000, SDE is almost always a more appropriate measurement.

Which cash flow is used is a situational decision and may change if different classes of buyers are being engaged.

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.

Purpose – Life After the Sale Part 3

January 3, 2025 by John F. Dini

The third component of life after the sale is Purpose – “Having as one’s intention or objective.”

Many exit planning advisors discuss the three legs of the exit planning stool – business readiness, financial readiness, and personal readiness. In our previous two articles, we focused on two of the “big three” components of a successful life after the sale, activity and identity. The third is purpose.

So many advisors point to the 75% of former owners who “profoundly regret” their transition, and say it’s because they didn’t make enough money. To quote Mr. Bernstein in the great film Citizen Kane, “Well, it’s no trick to make a lot of money…if all you want is to make a lot of money.”

I’ve interviewed hundreds of business founders. When asked why they started their companies, by far the most common answers are about providing for their families and having control of their future. Only a very small percentage say “I wanted to make a lot of money.”

Decades of Purpose

So what kept them working long hours and pushing the envelope after they had reached primary, secondary, and even tertiary financial goals? Sure, non-owners may chalk it up to greed, but Maslov’s hierarchy of needs drifts away from material rewards after the first two levels. Belonging, Self-Esteem and Self-Actualization may all have a financial component, but money isn’t the driver.

For most owners, the driving motivation is this thing they’ve built. The company has a life of its own, but it’s a life they bestowed. They talk about the business’s growing pains and maturity. Owners are acutely aware of the multiplier effect the success of the company has on employees and their families. In a few cases, that multiplier extends to entire towns.

That’s the purpose. To nurture and expand. In so many cases every process in the business was the founder’s creation. He or she picked out the furniture and designed the first logo. This aggregation of people breathes and succeeds on what the owner built.

That’s why so many owners still put in 50 or more hours a week, long after there is any real need for their presence. This thing they created is their purpose.

Life After the Sale

Unsurprisingly, so many owners find that 36 holes of golf each week, or 54, or 72, still isn’t enough to feel fulfilled. You can get incrementally better, but it doesn’t really affect anyone but you. Building a beautiful table or catching a trophy fish brings pride and some sense of accomplishment. Still, it never matches the feeling of creating something that impacts dozens, scores, or hundreds of other human beings.

That’s why we focus on purpose as the third leg of the personal vision. In the vast majority of cases, it involves impacting other people. Any owner spent a career learning how to teach and lead. Keeping those skills fresh and growing is a substantial part of the road to satisfaction.

Purpose in your life after the sale may involve church or a community service organization. It could be serving on a Board of Directors or consulting for other business owners. It might be writing or speaking. Purpose doesn’t require a 50-hour week, but it does require some level of commitment, and the ability to affect the lives of others.

Private Equity and Privately Held Businesses

October 28, 2024 by John F. Dini

Depending on who you are talking to, Private Equity is either the Great Satan or the savior of small and mid-market companies in the United States. The stories depend a lot on the personal experience of the speakers.

Once a vehicle for high-risk investment plays in corporate takeovers (see Bryan Burrough’s Barbarians at the Gate,) Private Equity has morphed into tranches where specialists seek opportunities in everything from a Main Street entrepreneurship to multi-billion-dollar entities.

What is Private Equity?

The term itself is relatively generic. According to Pitchbook, there are currently 17,000 Private Equity Groups (or PEGs) operating in the US. The accepted business model for our purposes is a limited partnership that raises money to invest in closely held companies. The purpose is plain. Well-run private businesses typically produce a better return on investment than publicly traded entities.

The current Price to Earnings (or PE – just to be a little more confusing) ratio of the S&P 500 is about 27.5. This is after a long bull market has raised stock prices considerably. The ratio is up 11.5% in the last year. That means the average stock currently returns 3.6% profit on its price. Of course, the profits are not usually distributed to the shareholders in their entirety.

Compare that to the 18% to 25% return many PEGs promise their investors. It’s easy to see why they are a favorite of high net worth individuals, hedge funds and family offices. As the Private Equity industry has matured and diversified, they have even drawn investment from the usually more conservative government and union pension funds.

Private Equity Types

Among those 17,000 PEGs the types range from those who have billions in “dry powder” (investable capital,) to some who claim to know of investors who would probably put money into a good deal if asked. Of course, which type of PEG you are dealing with is important information for an owner considering an offer.

The “typical” PEG as most people know it has a fund for acquisitions. It may be their first, or it may be the latest of many funds they’ve raised. This fund invests in privately held businesses. Traditionally PEGs in the middle market space would only consider companies with a free cash flow of $1,000,000 or greater. That left a plethora of smaller businesses out of the game.

For a dozen years I’ve been writing about the pending flood of exiting Boomers faced with a lack of willing and able buyers. I should have known better. Business abhors a vacuum.

Searchfunders

Faced with an overabundance of sellers and a dearth of capable buyers, Private Equity spawned a new model to take advantage of the market, the Searchfunders. These are typically younger individuals, many of whom graduated from one of the “EBA” (Entrepreneurship By Acquisition) programs now offered by almost two dozen business schools.

These programs teach would-be entrepreneurs how to seek out capital, structure deals, and conduct due diligence. Some Searchfunders are “funded”, meaning they have investors putting up a stipend for their expenses. Others are “self-funded.” They find a deal, and then negotiate with investment funds to back them financially.

Both PEGs and Searchfunders seek “platform” companies, those that have experienced management or sufficiently strong operational systems to absorb “add-on” or “tuck-in” acquisitions. The costs of a transaction have bumped many seasoned PEGs into $2,000,000 and up as a cash flow requirement. Searchfunders have happily moved into the $500,000 to $2,000,000 market.

In the next article we’ll discuss how PEGs can promise returns that are far beyond the profitability of the businesses they buy.

Personal Vision – Life After the Sale Part 2

February 26, 2024 by John F. Dini

In our last article about life after the sale we discussed identity. Even when business owners are comfortable with who they are, however, there is still the nuts and bolts issue of activity.

A business owner spends 20, 30, or (not uncommonly with Boomers,) 40 years focused on running a business. Unless they’ve built a substantial organization that is run by employees, it likely remains their biggest single time commitment right up until they leave. That commitment is frequently a lot more than 40 hours.

Even if the time “in the office” or “on the job” is less than 40 hours, there are the emails before and after hours, the texts, phone calls from unhappy customers or from employees who aren’t going to make it to work, and just thinking about what comes next, frequently at 2 o’clock in the morning.

Extended Vacation

When asked about activities to fill their week, many owners will say “I’ll have plenty to do!” That isn’t enough. “Plenty” requires some planning if it is really going to occupy the bulk of their work week.

After exiting a business, most owners bask in their newfound freedom. If we presume a selling price that’s substantial enough to allow them a wide range of choices, their first reactions typically include a few lengthy trips. These may range from a long-promised European vacation with the spouse to purchasing an RV to tour the National Parks.

This extended vacation period usually ranges from six months to a year. After that, most owners are looking for something to do. Their grandchildren (and their grandchildren’s parents) are less enthusiastic about having Grandpa and Grandma around too frequently. Travel is too tiring to keep it up indefinitely. Friends are rarely in the same position. Either they are still working and lack the leisure time, or they’ve progressed beyond the extended vacation period and settled down into their own retirement routine.

And as astounding as it may sound to enthusiasts, I’ve heard “I never thought I could play too much golf,” any number of times.

Life After the Sale…and After the Vacation

We use an exercise that brings home just how much the business has dominated an owner’s life. It starts by asking the owner to think a year ahead.

We start with the owner’s “average” work week. Let’s say 50 hours for this example. Then we begin deducting those activities that comprise their impression of “plenty to do,” putting an hourly commitment to each activity.

Regular travel, either for relatives or recreation, still comes close to the top of the list. We ask “How about two weeks away every quarter?” The response is that eight weeks a year is a lot, but could be enjoyable. Then we do the math: 8 weeks x 50 hours= 400 hours of vacation, divided by 52 weeks = 7.7 hours a week. A good start, but we still have 42 hours to fill to replace the business.

How about fitness? Getting into shape is often a goal, but working out every weekday only absorbs another 5 hours.

Working for a cause such as serving lunch at the local homeless shelter a few days a week, can use up another 10-12 hours. We still have 25 hours to go, or about half the time currently spent working.

We can still fit in 18 holes twice a week. That’s 8 more hours. At this point, many owners run out of ideas. That still leaves 17 hours a week, or two full “normal” work days.

The objective isn’t to merely fill up the time slots. It’s to illustrate just how big a void needs to be filled to replace the business. Whether your exit is planned for a year from now or ten, it is time to begin thinking about life after the sale.