What Your Birth Certificate Says About Your Exit Plan

In our experience, your age has a big effect on your attitude towards your business and how you feel about one day getting out. Here's what we have found:

Business owners between 25 and 46 years old

Twenty- and thirty-something business owners grew up in an age where job security did not exist. They watched as their parents got downsized or packaged off into early retirement, and that caused a somewhat jaded attitude towards the role of a business in society. Business owners in their 20's and 30's generally see their companies as means to an end and most expect to sell in the next five to ten years. Similar to their employed classmates who have a new job every three to five years; business owners in this age group often expect to start a few companies in their lifetime.

Business owners between 47 and 65 years old

Baby Boomers came of age in a time where the social contract between company and employee was sacrosanct. An employee agreed to be loyal to the company, and in return, the company agreed to provide a decent living and a pension for a few golden years.

Many of the business owners we speak with in this generation think of their company as more than a profit center. They see their business as part of a community and, by extension, themselves as a community leader. To many boomers, the idea of selling their company feels like selling out their employees and their community, which is why so many CEO's in their fifties and sixties are torn. They know they need to sell to fund their retirement, but they agonize over where that will leave their loyal employees.

Business owners who are 65+

Older business owners grew up in a time when hobbies were impractical or discouraged. You went to work while your wife tended to the kids (today, more than half of businesses are started by women, but those were different times), you ate dinner, you watched the news and you went to bed.

With few hobbies and nothing other than work to define them, business owners in their late sixties, seventies and eighties feel lost without their business, which is why so many refuse to sell or experience depression after they do.

Of course, there will always be exceptions to general rules of thumb but we have found that - more than your industry, nationality, marital status or educational background - your birth certificate defines your exit plan.

Timing your Business Exit: What factors do you control?

  The Trusted Advisor        January 2014        

What are some of the factors that will affect your business transition?

Do you have control over any of those factors?

What should you do about those factors over which you do exert some level of control?

Despite popular opinion, there are few things we actually have control over in our business lives. In fact, many of the factors that influence the value of a business and success of a transition are out of our control.

This issue of the Transition Advisor will focus on the reality, or illusion, of control most owners can exert on their business value and their business transition. We will explore the following topics and our control over them:

·         Macro and Micro economic trends

·         The Age Wave - Demographics

·         Supply / Demand and available Capital

·         Specific Business issues

·         Personal Issues

Timing

First let’s visit the timing issue. Talk with any investment advisor worth their salt and they will admit; timing the stock market is at best, very difficult and, at worst, practically impossible.  Why do business owners think they can time their business transition given 99.9% of professional money managers are unable to time the stock market with any degree of consistency. The number of deals affected by the 2008 financial crisis is a grim reminder that even those attuned to economic twists and turns are not able to predict the future with any degree of accuracy. At best, business owners can only react to the timing factors affecting their business transition.

Out of Control

Macro and Micro Economic Trends

The national and local economy is definitely out of the control of the business owner. One could even question whether those charged with managing the economy show even the slightest ability to control it. The financial meltdown of 2008 reminded us that bad things can happen quickly and those owners considering an exit in that time frame have put that event off until their businesses have recovered. To a lesser extent, the local economy is beyond the influence of the typical business owner in most cases.

Demographics- The Age Wave

The Business owning Baby Boomers are reaching retirement age at a rapidly increasing rate. This tidal wave of retiring owners, some by choice and some by necessity, will result in hundreds of thousand businesses for sale at the same time. The chart below puts things into perspective:

Chart Source: Exit Planning Institute

The blue line aggregates the yellow and orange lines indicating over 500,000 businesses will be for sale between 2015 and 2020. The Age Wave will have a profound effect on the ability of owners to transition out of their businesses.

Supply / Demand and Available Capital

Hundreds of thousands of businesses for sale at the same time will result in an oversupply.  A Buyer’s Market will quickly emerge depressing business values and rendering many businesses unsaleable. Add the competition for the limited amount of capital available for business purchases from traditional sources (banks etc.) and the situation becomes even more interesting.

In Control

Good news, there are some issues that you do have a considerable amount of control over that have a significant effect on the success of your business transition.

Your Business

Of course, you do exercise a large degree of control over your business, its day to day operations and future direction. There are some steps you can take in the short term to enhance your transition options:

·         Create a contingency plan in case you, or another key person, suddenly cannot participate in the day to day operations of the business. Who is in charge of what, who can sign checks, insurance issues, buy-sell instructions etc.

·         Clean up the financials- take non-operating assets, like the sports car or vacation home, off the books. Also, get prepared financial statements from your accountant rather than just going off tax returns.

·         Standardize and Memorialize procedures etc. for the business. Repeatable processes, new product development procedures and internal SOPs give positive signals to others.

·         Make it less about you- a business that relies too heavily on the owner raises the risk associated with that venture.

·         Customer Concentration- opinions vary but, having any one customer comprise more than 25% of your gross revenues throws up red flags to potential buyers.

Personal Issues

Divorce or health related issues can force a transition but, you do exercise some control over those variables. Just as important, you need to assess your desire and energy levels available to continue to run the company. Burnout is a real problem but, a lack of energy could be age or health related. Are you bored? Don’t feel challenged by the business any longer? A yes answer to these types of questions can indicate it’s time for a transition. More on this topic in the next newsletter.

Recommendations

As this edition of our newsletter has tried to make crystal clear; many factors will affect your ability to successfully transition out of your business on to the next challenge life has to offer. Some of these factors are under your control but, many are not. The best we can hope to do is to put those things we do have control over, such as our business and personal issues, in the best condition possible in order to create the perfect storm when those factors we do not control, like the economy and demographics, come into alignment.

5 New Years Reslolutions for Business Owners

Just as important as losing some weight, or going back to the Gym, business owners need to think about some New Year’s resolutions that will directly impact risk factors that affect the value of their business.

1.       Diversify your customer base

Having more than 25% of your sales attributable to one or two customers is a recipe for disaster. The reasons are obvious yet, many business owners fail to try and diversify their customer base, which increases their business risk and lowers valuations.

2.       It can’t be all about you

Potential buyers and lenders look at businesses that are run with the owner significantly involved in all, or most, of the company functions as a red flag.  What if something happens and you can’t come to work tomorrow? The answer better be that there is a clear second in charge or, better yet, the tasks you typically perform would be spread out amongst several individuals who have the ability to handle the duties competently when you’re not around.

3.       Clean up the books

Many owner’s operate their business to manage their tax bills but, having  those vehicles on the books, or paying your college age son/daughter for sharpening pencils, makes the company financial picture a little foggy. Try to separate personal expenses from true business expenses and make sure you claim all income. Potential buyers and lenders base decisions largely on the company financial condition and clarity.

4.       Take advantage of the current estate and capital gains tax situation

Current Federal Estate Tax Law allows a $5 million personal exemption for you and your spouse. That’s a total of $10 million that you can gift to your children and not pay estate tax on at the Federal level. Also, the current capital gains tax rate is 15%. The good news is; you don’t have to “expire” in order to take advantage of this exemption or rate. Be warned, that exemption and the capital gains rate are due to sunset on 12/31/12. No One knows what the new exemption or rate will be but, given the current fiscal climate, it is doubtful they will get any better for taxpayers.

5.       Get a grip on your Cost of Capital

Your cost of capital is the “all in rate” at which you borrow money to finance business operations and the return on your investment into the business. Don’t fool yourself by undervaluing your time and the risk you take on being an entrepreneur. IBM may have a cost of capital around 7-10% but, a small business will have one in the 20%-40%. Bottom line: If the business isn’t giving you a Return on Investment in that range you’re just treading water, at best or, slowly sinking, at worst.

Finally, give some thought to starting to form an exit plan. The vertical exit (walking out) is greatly preferred to the horizontal exit (carried out) and leaving voluntarily, under your timing and terms, will spare your family and employees the additional pain of inheriting a business ill prepared for your passing when you do finally make that inevitable, horizontal exit.  

Cliff Olin, MBA, CM&AA, CEPA and principal at Olin Capital Advisors, a small to mid market, mergers and acquisitions advisory and exit planning firm. Cliff is a Certified Exit Planning Advisor and has spoken to many groups regarding Exit/Transition Planning. He can be reached at colin@olincapital.com.

Exiting Your Business: The Exit Planning Process. Series I Article III

This article is the third in a series on Exit Planning for owners of privately held businesses.

In my first and second articles, I wrote about the advantages of having an exit plan and the various exit  options available.  This article is intended to generally outline the exit planning process.  The flow chart below gives us a general overview of the process.  Chart Source: Exit Planning Institute

This flow chart is a road map for navigating the exit planning process. There are many issues to consider when formulating an exit plan. Someone trained and skilled in the actions necessary will ensure that all possible avenues are explored and the option(s) that most closely mirror their client’s goals and objectives are pursued.  

The process is divided into 4 major sections.

Data Collection

This component is the most crucial and sets the framework and drives all subsequent planning activities. Ultimately, it’s all about the owner and their spouse/family. The owner is interviewed and completes questionnaires designed to encourage them to carefully consider their hopes, wants and desires for the future. Questions such as;

Ø  Are they mentally prepared to exit

Ø  What are their lifestyle and financial expectations/needs post exit

Ø  Would they prefer family take over the business or sell to a 3^rd party

Ø  Do they have any philanthropic or charitable aspirations

Valuation/Analysis

Once the owner establishes their goals and objectives in the previous section, an analysis of the business is necessary to see if it can support those goals and objectives.  Unfortunately, this is where reality  rears its ugly head. Certain exit options may be eliminated because the business simply can’t support. In this section, the owner’s financial condition is assessed through analysis of;

Ø  Value of the Business

Ø  Owner’s real estate and financial assets outside the business

A detailed business valuation is performed to, not only establish the value of the business but, identify potential value enhancement opportunities. Although the current business value may not support the owner’s after business financial needs, there may be an opportunity to increase that value over a relatively short period of time (2-3 years). Typically, there are many items that can be “tweaked” in the short term to make the business more attractive to 3^rd party buyers or, funding sources, such as banks, that may be necessary to bring in to finance a family transfer.  Completion of this section gives us a clear picture as to what the owner’s net proceeds may look like after the business is transferred.

The owner’s financial advisor, attorney, accountant and other professionals are consulted on the status of the owner’s long range plans and any weaknesses are identified.

Recommendations

All viable exit options that meet the owner’s objectives and goals that can be supported by the business are fine tuned and presented to the owner for review. This section of the process typically includes:

Ø  Exit Options Analysis Findings with a specific recommendation pending owner approval

Ø  Personal Action Plan

Ø  Business Action Plan

The personal action plan may include recommendations on reallocation of existing assets to spouse or family to help minimize estate and capital gains taxes, establishment of a trust type vehicle to shield monies from estate/capital gains taxes and/or, various life insurance options may be explored.

The business action plan includes any value enhancement opportunities, both long and short range, that may make the company more appealing to a buyer or lender, recommend a succession plan for leadership of the company after the owner has transitioned out of the business,  and identify key employees who would need to be retained by offering various incentives.  

Implementation

Many business owners have gotten to this point in the process and failed to execute. While the Exit Plan is somewhat adaptable, changes in the variables that led to the exit planning choices may render the plan less effective if not implemented for long periods of time. This is the part of the process is where all of the owner’s advisors execute their tasks as outlined in the personal and business plans mentioned in the previous section.  Plan tasks are carried out such as; the owner’s attorney updating their will or buy sell agreement, putting life insurance in place as a means to pay estate taxes upon the owner’s passing or, implementation of value enhancement opportunities.

In all, the exit planning process is an integrated approach that allows owners to address all of their Business, Personal, Legal, Financial, Tax and Insurance issues involved with exiting their business. The process requires diligence and someone to keep an eye on the ultimate goals of maximizing the value of the business, minimizing estate and capital gains taxes and, perhaps most importantly, maximize the owner life after business satisfaction.   

Are you ready to start your exit plan?

Cliff Olin, MBA, CM&AA, CEPA and principal at Olin Capital Advisors, a small to mid market, mergers and acquisitions advisory and exit planning firm. Cliff is a Certified Exit Planning Advisor and has spoken to many groups regarding Exit/Transition Planning. He can be reached at colin@olincapital.com

Exiting Your Business: Which option is right for you? Series I Article II

Exiting Your Business: Which option is right for you? Series I Article II

This article is the second in a series on Exit Planning for owners of privately held businesses.

In my first article I wrote about the advantages of having an exit plan.  This article will make it clear that the choices are many, and just about any privately held business owner will find an exit option that meets their goals and objectives.  The chart below is the best graphic I have found that outlines all the options available.  Chart Source: Exit Planning Institute

As you can see, Exit Options are generally divided into Internal Transfers and External Transfers.

Internal Transfers are those options that involve a party that is related to the exiting owner.  The business could be transferred to the owner’s family, a charitable organization the owner belongs to, such as a church, or the employees of the company, through a management buyout or ESOP. If the business has other co-owners, the existing buy/sell agreement could become the governing exit plan.  

External transfers can include a 100% sale to a 3^rd party or, a recapitalization, which is accomplished by selling a controlling interest in the business to a Private Equity Group (PEG). In this case, the owner can continue with the business and reap the value added by the PEG when the business is ultimately sold.  If your company is really large ($500M+) and well positioned, “going public” is certainly an option to be considered. 

Choosing the right exit option is crucial to the process. In most instances, many of the options can be quickly eliminated by the owner but, careful consideration is necessary when narrowing down to the most appropriate one or two choices. As stated in my previous article on the benefits of having an exit plan, a well developed and conceived plan will maximize the value of the business upon exit, minimize estate and capital gains taxes and maximize the owner’s life after business satisfaction.

Although the chart above looks complicated, the process need not be. Many owners have a difficult time recognizing that they will, inevitably, exit their business, one way or another. Starting the process early rewards proactive owners with peace of mind, financial preparation and allows them to begin to come to grips with their own mortality. If there is no plan in place, the exit option will be chosen for you, most likely by family or advisors left in a desperate situation with the IRS on one side and Creditors on another. The passing of the owner of a privately held business will likely trigger large tax liabilities and creditors may become uncomfortable with the consequences from the former owner’s lack of a coherent exit plan.  Life is full of choices, most of us would prefer to have as many options as possible to choose from.  The lack of an exit plan will severely limit the choices available to your surviving family and, most likely, force a single option that may be contrary to your intended legacy.  As the owner, would you prefer to choose the legacy left behind, or have it chosen for you?

Are you ready to begin your exit plan?

Cliff Olin, MBA, CM&AA, CEPA and principal at Olin Capital Advisors, a small to mid market, mergers and acquisitions advisory and exit planning firm. Cliff is a Certified Exit Planning Advisor and has spoken to many groups regarding Exit/Transition Planning. He can be reached at colin@olincapital.com.

Exiting Your Business: Do you have a plan?

Exiting Your Business: Do you have a plan? Series I Article I

You’ve heard the hype. The business owning baby boomers and post WWII generation have already begun exiting their businesses to move on to whatever their definition of “retirement” turns out to be. The coming “Age Wave” will result in an unprecedented transfer of more than $10 Trillion of private wealth to the next generation of business owners. _{source: “The $10 Trillion Opportunity”, R. Jackim / P. Christman}

·     Fact: over 77 million Baby Boomers are between the ages of 47 and 65.

o   That represents about 28% of the U.S. population

·     Demographic experts predict that over 50% of privately owned businesses will change ownership in the next 5-10 years.

·     According to the chart below, at its peak, there will be over 500,000 businesses for sale in the U.S. during the 10 years from 2015-2025.

·     According to the U.S. Small Business 80% of small businesses will fail to sell.

                                                                   Chart Source: Exit Planning Institute

Formulating and executing an Exit / Transition Plan is the most effective way to prepare for the “Age Wave” and ensure your most important financial asset provides for the next challenge you choose to pursue and leaves the legacy you envision.  

So, what is an Exit / Transition Plan?

An Exit or Transition Plan is an integrated approach designed to help business owners address all of the:

·         Business

·         Personal

·         Legal

·         Financial

·         Tax, and

·         Insurance Issues involved in exiting a privately held business.

A well developed Exit or Transition Plan will address the following general goals:

1.       Maximize the value of the business

2.       Minimize Estate and Capital Gains Taxes

3.       Maximize the owner’s “Life After Business Satisfaction”

All goals and objectives are driven by the business owner and their wants and desires. Some may want to pass the business on to the next generation, while others may decide to sell to a 3^rd party.  An Exit / Transition Plan will allow the owner to consider all the possibilities and help them choose option that meets their goals and objectives.

To be perfectly clear, and a little blunt ………everyone will exit their business. Some will do it voluntarily, after careful planning, making certain their life’s work enables them to move successfully on to the next challenge they choose to pursue. While others will exit involuntarily, with no plan in place, leaving headache and heartache for the loved ones left behind, who will never get to reap the benefits of the blood, sweat and tears expended to build their business.

Which type of owner do you want to be?

Cliff Olin, MBA, CM&AA, CEPA and principal at Olin Capital Advisors, a small to mid market, mergers and acquisitions advisory and exit planning firm. Cliff is a Certified Exit Planning Advisor and has spoken to many groups regarding Exit/Transition Planning. He can be reached at colin@olincapital.com.

Are you creating value or .......destroying value

Most large corporations know and understand their cost of capital. It is the yardstick by which most measure success and the hurdle rate many use to determine whether to undertake a project ......or not.

Is the cost of capital for small to mid market business owners an important statistic to understand? I believe it is because any business owner who is not getting a rate of return on their investment in excess of their cost of capital is ...... well......actually destroying the value of their company.

The cost of capital consists of 2 components- debt and equity. It is typical for these numbers to be summed up in the Weighted Average Cost of Capital (WACC). For purposes of this article, we will simply consider the cost of capital to be the same thing.

For debt, the calculation is simple; what is the interest rate you are paying for the debt currently on you books. Cost of Equity is a bit harder to quantify. No one, like a bank, does this for you. You have to factor in many variables such as opportunity costs, and most importantly "Risk". Risk is that all encompassing term that attempts to quantify how sure the stockholder (owner) is that they will get their initial investment back (at a minimum) and how likely they will get the return they expected to get on their investment. Sounds complicated but, it doesn’t have to be.

Many publicly traded, large companies enjoy an overall cost of capital in the high single digits at this time (7%-10%) based on the ease in which they enter the equity market (stock exchanges) and preferential interest rates afforded to them by banks, as well as, their ability to issue their own debt in the form of bonds. Certainly, the small to mid market business owner can borrow money (debt) close to the cost (interest rate) that a large company can, although it is still more economical for them to do so. Small business owners can borrow money with an interest rate that can range from 7% to 12%-20% depending on their funding source. The real difference appears on the equity side of the equation. Public companies can generate cash by selling company stock on one of the stock exchanges. Their cost of equity is typically still in the high single digits due to a myriad of factors, not the least of which is the risk to an established, large company is significantly less than the risk associated with a small business that may be only a phone call away from oblivion.

So, what is the cost of equity for a small to mid market business? Does anyone have any data on what those numbers are? Pepperdine University and Midas Nation (Rob Slee's group) have attempted to quantify private companies cost of capital by coming up with the Pepperdine Private Capital Market Line:

As mentioned earlier, the cost of debt for privately held and publicly traded entities are fairly similar but, as we move toward the equity side, the difference becomes very pronounced. At its pinnacle, the cost for privately held businesses that is funded solely by equity is approximately 40%, while their publicly held, “big brother’s” cost of equity is about 10%. That means that if a privately held business was funded completely by equity (likely owner cash) the expected rate of return on that investment is over 40%. Any rate of return below that threshold is actually destroying the value of the company. To be clear, most privately held businesses have a capital structure that includes both debt and equity but, the typical small business has a much higher percentage of equity than debt in the mix. It is very common for a small to medium size business to have an overall cost of capital in the 25%-35% range. Although those numbers are less than 40%, they are still significantly higher than for a publicly held corporation. Small to mid market businesses require this significantly higher rate of return due to the risk associated with them.

So, do you know if you are creating, or destroying, the value of your company?

Do you know your cost of capital?

Cliff Olin, CM&AA, CEPA and principal at Olin Capital Advisors, a small to mid market, mergers and acquisitions advisory and exit planning firm. He can be reached at colin@olincapital.com

Selling Your Business: It was the best of times ……it was the worst of times……

Originally published Dec 2010

Many small to medium size business owners wrestle with the question: “When is a good time to put my business up for sale?” The answer is typically influenced by several factors including:

·         the national and local economy

·          the availability of capital (bank financing)

·         market demand

·         specific facts and circumstances of the business

Attempting to “time” the Mergers & Acquisitions Market is about as difficult as trying to time the stock market. Once you consider typical market time for a small business to transfer of about 12-18 months, one’s ability to accurately choose the time to start the process is haphazard, at best.

Worst of times …………

Well, let’s face facts, the past 2 years have not been good ones for the private Mergers and Acquisitions Market. The national and local economies have experienced negative trends, bank financing has been extremely difficult to procure and, in large part due to the tightening of credit lines, companies have decided to stockpile cash rather than invest in growth through Mergers or Acquisitions (M&A). Overall, the deal volume has also fallen from the historical highs of 2007-08 of approximately 1,600 to about 860 deals in 2010 (to date) according to Business Valuation Resources, a leading provider of business transactions. The prices that active, private (versus publicly traded companies) M&A participants are willing to pay have also been trending downward since the 2007 market as identified in the deal chart below:

The chart identifies median valuation multiples companies paid to acquire another, based on three indications of a company’s financial performance.  As you can see, most multiples have been trending downward since 2007. Bottom line: buyers have been paying less for businesses in 2008-2010 than in 2005-2007.

Best of times………..

Have we found the bottom and will things start to improve? Well, a few “stars” appear to be aligning:

·         The national economy has shown signs of improvement and most of the “experts” seem to think we will experience moderate growth through 2010.

·         Banks appear to be, cautiously, loosening up a bit and the Small Business Administration is providing some incentives for banks to lend.

·         All those Private and Publicly traded companies, Private Equity Groups and  Venture Capitalists that have been stockpiling cash have started to edge back in to the M&A market to take advantage of lower pricing multiples and “cherry pick” attractive firms.

There are, of course, risks to the continuation of these positive trends and when things will actually take off at a more robust pace is the subject of considerable debate.

However, some of these factors are less dependent on specific economic conditions. Private Equity and Venture Capitalists typically pool the money of High Net Worth individuals and invest that money in privately held businesses with specific industry and return requirements. Many have been sitting on the sidelines, with much of their money available for investment earning 0.5% in a money market account for the past few years. Their investors are certainly not happy with that rate of return and expect things to change as soon as possible. Also, demand from international buyers, especially China and India, looking to enter the US Markets see M&A as a quick and efficient way to establish a presence.

Privately held firms do not have access to the capital markets, such as the NYSE or the NASDQ, where their publicly owned big brothers can generate almost unlimited capital at much lower costs than the private sector, which depend on banks to finance acquisitions. Therefore, the availability of capital in the form of senior bank debt is, perhaps, the single most important factor that impacts the under $50M M&A marketplace.  Without this key source of capital, along with junior debt like owner financing or mezzanine debt, deals just don’t happen in this arena. Hopefully, incentives like SBA loan guarantee programs along with other positive industry trends will result in more readily available senior debt financing for M&A.

One factor that has not been addressed is the specific facts and circumstances surrounding your particular enterprise. To be clear, companies with positive growth trends, predictable cash flows and solid value propositions are less dependent on the variables listed previously. The statistics presented in the deal chart are median values, which means, some businesses sell higher than the numbers cited. Of course, businesses on the other side of the spectrum may sell below those multiples. In all cases, setting a realistic sales price is the key to a successful transfer within a reasonable amount of time.

This article assumes you, the owner, have the luxury of deciding if and when you will be exiting your business. Some are not so fortunate, and must sell in the short term due to health, marital or a myriad of other personal and business issues that confront them.  When to begin the process of selling your business is fraught with uncertainty but, that risk can be mitigated by readying your business for sale as soon as possible. Owners need to understand that it is virtually impossible to list, sell and close the sale of your business in 3 months. In order to maximize value, a 12-18 month time frame is more typical. Starting the process now, will position you to take advantage of the expected return to more normal pricing multiples, increased availability of bank financing and increased demand for realistically priced firms. If that expected recovery does not materialize for a time, your enterprise is still more advantageously positioned to capitalize when the M&A “stars” finally align.

Cliff Olin, CM&AA, CEPA and principal at Olin Capital Advisors, a small to mid market, mergers and acquisitions advisory and exit planning firm. He can be reached at colin@olincapital.com.