What the Heck is Exit Planning?

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

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

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

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

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

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

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

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

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

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

  1. All of them
  2. None of them

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

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

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

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

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

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

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

That’s what an exit planner does.

If you enjoy Awake at 2 o’clock, please share it with other business owners.

Posted in Exit Planning, Top Blog Posts | Tagged , , , , , , , , , , , , , | 1 Comment

One Response to What the Heck is Exit Planning?

  1. Cathy L. says:

    John,
    Thanks, I have a small chocolate wholesale/retail business. I started 6 years ago and after growing from 3 part time employees and lots of self employment expenses, remakes etc. I have been just me myself and I. I work almost 24/7 and multi-tasking is the name of my game. Now, I am thinking of relocating out of state and downsizing because I love what I do, but to consult with my accounting person about planning for a closing of this business and starting the same business in a different state that I will eventually retire in. I feel I have learned what to do and what not to do, so I have about 1-2years to schedule the move.
    Thanks, always enjoy your posts..

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What Should A Small Business Insure?

Every business carries insurance. Some is required by law, such as unemployment insurance or coverage on vehicles. Most is optional, but there is “common sense” coverage and more esoteric policies intended to help you recover from company-threatening events. I’ll spend the most time on the biggest threat to a business, albeit the one owners least like to consider; the loss of the founder or key leadership in the company.

Before we go further, I am approaching this from a business owner’s point of view. I do not sell insurance, nor am I expert in all the various types of policies.

Common Sense Insurance

Insurance graphicProperty and casualty coverage falls into this category. You insure against damage or loss of equipment or the liability of an injury in the workplace. Workers’ Compensation is in the latter category, but you also need to think about visitors or customers in your business.

Most business add on to their P&C policies for employee dishonesty, managerial misbehavior (such as sexual harassment or wrongful termination) and product liability.

The next level up, and far less frequently found in small businesses, is Business Interruption coverage. These policies may reimburse you for loss of income or even temporary facilities to allow continued function. Obviously, the likelihood and cost of a disastrous event determines the premium, and it may be out of reach for many companies.

 

Benefits

We’ll skip over health insurance here, since it is no longer really an insurance model where many people contribute to cover an event that happens to only a few. Now it is merely a prepayment plan for the eventual cost of medical care that will be needed by almost everyone.

Two benefits that you may want to consider, however, are Disability and Long Term Care. Disability (both long-term and short-term) replaces a portion of your income if you can’t work. If you’ve amassed sufficient assets to support your family without income from the business it isn’t necessary. If you are, like many owners, reinvesting most of your profits back into the company, it could make sense.

Long Term Care insurance was discriminatory (could be offered only to select employees) when it first was introduced, but seems to have been encompassed by ERISA regulation since. None the less, consider the possibility that you, as the business owner, may be the most likely to benefit from such coverage. Such care is not covered by Medicare, and can quickly destroy substantial personal wealth.

Key Employee or Owner Coverage

What happens if you are hit by the proverbial bus? Will the company make it? Will your family receive the value of your ownership? While it may be worthwhile to cover the cost of replacing some key employees, let’s just focus on the owner.

Policies that pay upon the death of an owner have several common purposes:

  • Funds for the company to buy out family ownership
  • Working capital to help the business survive in the absence of the owner’s financial resources
  • Paying for an executive search to replace the owner, or for investment banking professionals to sell the business

I typically see two mistakes when purchasing this type of coverage.

  1. The owner forgets that a lender most likely has a first position on the proceeds to cover debt liability. They can (and often will) take the entire benefit payment to close out a credit line, leaving the company unable to operate and the family without any compensation.
  2. To save on taxes, the owner has the business pay for the policy. Carriers are obligated to pay the beneficiary. You may have a buy/sell agreement that says your family gets bought out, but if your employees or partners are scrambling to keep the business alive without you, how enthusiastic will they be about surrendering their financial life preserver without a fight?

If you are in good health, these areas can each be covered by limited-term life policies. Don’t be shortsighted about saving a few tax dollars. The company can pay for the policies that cover debt and recruiting, while booking the premiums for a buy/sell as income to you.It’s worth the tax burden to make sure the money winds up where you intend it.

Finally, coverage for a disastrous ownership event is usually a team effort. Your broker can suggest policies, but have your tax advisor review their suitability, and your legal advisor make certain that other contracts (such as the buy/sell) fit with the coverage and beneficiaries.

Then, of course, just hope that you never need it.

 

Posted in Entrepreneurship, Exit Planning | Tagged , , , , , , , , , , , , , , , | 1 Comment

One Response to What Should A Small Business Insure?

  1. Richard Hummel says:

    Great reminders. Falls under the category of continuity planning which is vital for most family businesses…at least mine.

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The New Information Direction: Push Over Pull

Ever since we started using computers in virtually every business, we’ve been putting data into them. Unfortunately, the issue has been getting information back out.

In the middle 1980’s I ran a manufacturing company together with a couple of Australians. They thought my insistence on putting our records into a computer amusing, since PCs had not yet made many inroads in Oz.

We ran MAS 90, on an “99% IBM compatible” white box. It did scheduling, inventory control and shipping/receiving. Customer tracking? No. Purchasing? No. A friend wrote a macro for Excel that could pull out the usage and inventory to suggest order quantities. We’d watch in amazement as she’d hit “enter” and the monochrome screen cycled through 25 or 30 screens as it did its calculations. Now THAT was advanced!

One day I came into the office and, to my horror, our data-entry guy had the computer apart on his desk. I demanded to know what exactly it was he was doing. He explained that he was installing an additional 30MB hard drive. I exclaimed “Are you nuts? It already has a 20MB hard drive. That will last us forever!”

Now that machine couldn’t handle the Candy Crush game on my phone; but despite the awesome power at our fingertips, the original problem hasn’t gone away.

locked computerWe pour millions of information bits into our systems. The databases have every transaction, every customer, every incoming shipment, and every due date. So why is it so hard to find out what our ancient homo sapiens brains tell us we need to know?

I want to see if any customer’s ordering pattern has changed. Did the special we ran on widgets last week impact sales positively or negatively for related lines? How much of that new salesman’s business is growth in existing accounts? Does a customer’s breadth of purchases differ for those who are opening our e-newsletter?

Until very recently, the answer for small business owners has been “Wouldn’t you like to know?” (I can’t speak for big corporations that run multi-million dollar software. Maybe they’ve had this all along.) The software vendors proudly point to their report writer. “You can get anything out with that.”

But few small businesses have the time or energy to learn another programming skill, and report writing software isn’t easy. So we look longingly at the box that contains everything we need to know, and then still rely on instinct and experience to make decisions.

If your business is large enough to have someone that specializes in Crystal Reports or another data mining software, that person is likely months behind on requests to pull information from the data.

We are finally seeing software that searches for comparative information on its own. Are you ready for a program that sends you a message like “You made a change in the freight charge policy last month. Would you like to see the impact on average order size and profitability?”

It’s coming. I’m seeing examples of “push” information in multiple industries. Most of us will just think of it as a cool new feature on the next upgrade, or the one after that. In reality, it’s going to completely change the meaning of managing by the numbers.

Do you enjoy “Awake at 2 o’clock?” Please share it with another business owner.

Posted in Management, Marketing and Sales | Tagged , , , , , , , , , , , , , , , , , | 1 Comment

One Response to The New Information Direction: Push Over Pull

  1. Mike Wright says:

    We built a company around this in the 90’S. What we need now is for the computer to tell the recipient of the information what they should do with it. Then we will have actionable information. Very Interesting!

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Help Your Friends, Not Your Competitors’

I hear it all too often. “A customer just called us for a quote. They have always done business with our competitor. We’re going to give them our best deal, and see if we can take their business.”

Before you do anything, the first thing to ask is why they are calling you. Many reasons won’t indicate that your best price (and lowest margin) are called for.

Perhaps your competitor is out of stock or at capacity, in which case all you’ve done is pass up an opportunity to maximize the value of a one-time sale. If their vendor relationship is strong, they are unlikely to leave merely for price, at least not without asking their currently supplier to match it.

Are they having a disagreement with your competitor? The appropriate response may lie with delivery times, shipping costs or service levels, not price.

Has the customer been cut off for slow or non-payment? In that case, you are merely relieving your competitor of a problem account.

Did the competitor just initiate a price increase because costs are going up? If so, would special pricing lock you into less-than acceptable margins, or can you sustain it over the life of the relationship?

Is the competitor having other problems? Did a top salesperson quit? Has the company changed hands? The call may have nothing to do with you.

customer loyaltyFinally, what would your customers, the loyal ones who do business primarily with you, think of this special pricing? Nothing stays secret forever. Are you risking currently profitable business in the chase for more? What will your salespeople think about giving out a better deal than their most dependable accounts get? Are you risking general price erosion?

It’s in the nature of every entrepreneur to chase the new and challenging. The psychological thrill of winning, taking away someone else’s business, is very tempting.

Your business has been built on your friends (loyal customers), not the friends of your competitors. We all know that retaining a good customer is more profitable than hunting for new business.

Ask the prospect why he or she is calling you. The answer may surprise you. If they won’t answer, dig a little deeper before you pull the trigger on discounts.

(Thanks for this one, Harry.)

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Posted in Entrepreneurship, Marketing and Sales | Tagged , , , , , , , , , , , , , , | 1 Comment

One Response to Help Your Friends, Not Your Competitors’

  1. CS says:

    Brilliant. Great summary of the possible reasons and excellently explained reasons why you don’t jump at every chance to bid or propose.

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Is Two Weeks Fair Notice?

I formerly employed an assistant who held a Masters Degree in Human Resources. On occasion she’d say “I love working here. I’ll never quit.”

Of course, as a good employer I felt an urge to reply with equal commitment, but I couldn’t. I’d say “You realize that you can say that every day for the next 1,000 days, and then just never show up to work again. There is no penalty. But if even once I reply ‘And I’ll never fire you,’ I’ve offered a verbal contract and can be sued if I change my mind.”

We’d both laugh, because we knew it was true. The continuing employment relationship is completely stacked in the workers’ favor. Any verbal or written promise of continuing employment creates an obligation on the part of the employer. The company must document any change in those conditions.

Under the Worker Adjustment and Retraining (WARN) act an employer of more than 100 people must give at least 60 days notice of a layoff. I’ve known several companies of that size who experienced a sudden downturn in business. Faced with a choice between compliance and having the company go under, they took their chances with ignoring the law.

quitYet your most critical employee, your second in command, top salesperson, or an engineer in the middle of a large and complicated project, can just call one day and say they’ve gone to work for a competitor. The law says they have that right unless contractually prohibited.

The verbal or written promise is one reason why many small companies avoid employment agreements. That’s like entering into any other long-term business agreement on a handshake. It may feel like an expression of trust, but a contract makes sure that both parties understand what is expected.

The employee should commit to following company policies, appropriate use of social media (you can’t dictate that in your handbook, but they can agree to it in exchange for employment), to hold proprietary company information confidential, give appropriate notice of voluntary termination, and non-solicitation of other employees after they leave.

Appropriate notice can be spelled out as different lengths of time for different levels of responsibility.

In return the employer promises to follow written policies for discipline and performance review, and give appropriate notice of termination except for cause, with pay in lieu of notice if such arises.

Let’s face it, most employers who avoid employment agreements do so because they don’t want to hold up their end. Their handbook is either nonexistent or a dusty tome that people sign off without reading. They conduct employee evaluations rarely or not at all. They don’t want to be obligated to pay anything at termination merely because they’ve failed to sufficiently document the reasons.

Our economy is based on over 70% services. In a service business, employees are almost invariably the number one expense. You can either look around at your staff every day and know that they may all be gone tomorrow, or you can treat their employment for what it is, a critical component of your business.

By the way, the assistant eventually left (everyone does), but she did so with appropriate notice, and we are still friends.

If you enjoy Awake at 2 o’clock, please share it with another business owner.

Posted in Leadership, Management | Tagged , , , , , , , , , , , , , | 7 Comments

7 Responses to Is Two Weeks Fair Notice?

  1. David Basri says:

    The article has a lot of prudent advice. However, if you added up the total number of times employees have lost jobs without fair notice or reason, and the number of times employers have had employees leave without fair notice or reason, it is not clear that employers would end up with the short end of that stick. The truth is that without mutual respect either party may treat the other poorly. It is because of mutual respect that you and your past employee parted on good terms. When employment is mutually beneficial and mutually satisfying, it will end appropriately even when the termination is inconvenient for one or the other.

  2. Mike Wright says:

    It is always important to outline in advance how a business relationship will end; Rather it is an employee, vendor or partner.

  3. Shouldn’t it be a two-way street?

  4. Greg says:

    The laws today that protect employees in these situations are fair. Companies need to understand that employee loyalty (or lack of) is a product of their own making. When an employee puts their notice in, they’ve been ready to leave for awhile. You protect your investment in employees by making sure the investment continues to work for both parties. When it no longer does, you’re welcome to part ways if it’s for the right reasons.

  5. Maryanne Guido says:

    What if you have a holding company and employees work for separate incorporated companies under the umbrella and each individual company has less than 100 employees each?

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