Avoiding the “Exit” Word

Owners don’t like the “Exit” word. They tell us regularly to change it, or that talking about it is uncomfortable. It’s the elephant in the room.

I understand. Anyone selling life insurance or funeral pre-planning knows that you don’t start with “So, let’s discuss what happens when you DIE.” For business owners, leaving the business is like a little bit of death. That’s why black humor in the exit planning world goes like this. “There are seven ways to exit your business. Six of those are head first.”

Your company has been the central focus of your life for twenty or thirty years, and perhaps more. It is so ingrained in your persona, your self-identification, that it’s frightening to think of that part of your identity disappearing.

Who is Bob?

When Bob leaves home every day to run Bob’s Widgets, he assumes the superhero cape of the owner. He walks in the door of the business as the head honcho, el hefe, the final word, the boss. That cape never comes off. The employees might go out for a beer after work, but he never becomes just one of the guys (especially when the table check comes.) The employees are careful about what they say around him, and he self-censures his conversations with them.

Just as importantly, that cape is always present in his personal life. He is Bob, the owner of Bob’s Widgets, everywhere he goes. At the kids’ sporting activities he is asked to sponsor (“It would be good for your business!”) In his church, at the Chamber of Commerce, and at parties he is introduced as “Bob, the owner of Bob’s Widgets.”

He overhears the identification at family gatherings. “Oh, that’s Sally’s cousin Bob. He owns his own business.” When his friends discuss their jobs, a bad boss, pending layoffs, or a reorganization they say “Of course you don’t have to worry about these things, Bob. You own the company.” (Ah, if they only knew…)

The “Exit” Word

So the word “exit” has a finality that jars a lot of clients. Advisors use lots of alternatives, like transition, succession or continuation – all of which imply an ongoing process, albeit one that doesn’t include you. Why would an advisor use the term “Exit” at all if it could be avoided?

We face up to it because it’s the elephant in the room. I am an Exit Planner. My companyex sells Exit Planning tools to advisors. We conduct the annual National Exit Planners Survey™. Our ExitMap® suite of coaching tools uses that word on virtually every page.

We use it because a coach is a trusted advisor, and a trusted advisor always speaks the truth. Not some of the time. Not just when it is agreeable. Not when it can’t be avoided. All of the time. The coaching relationship should be comfortable, but not too comfortable. Introducing a bit of unease to reinforce a point is part of the job.

I use the “exit” word to describe the final outcome of an implemented business plan. It usually involves a transaction, with legal documentation of a sale or other transfer mechanism. It can also include detailed succession planning for family members or a management team. We often discuss continuation – what happens if the plan is accelerated by unfortunate circumstances. Retirement might have a place in the conversation, or it might be about designing a “second act” or pursuing your life’s passion.

But all those terms, whether synonyms or euphemisms, are encompassed in the  “exit” word, We might as well get that on the table from the outset. If you start the advisory process by ducking anything that a client finds uncomfortable, you aren’t serving your purpose as a coach.

Let’s be Honest

Let’s agree to call a business transition what it is. Whether an owner wants to sell the business to a third party, create a family legacy through his or her children, finance a leveraged buy-out to employees, or just close down in an orderly manner, the ultimate objective is to exit.

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2 Responses to Avoiding the “Exit” Word

  1. Jim Wisdom, CFP, CEPA says:

    Well stated, John. Very true.

  2. Valerie Koenig says:

    I love this, John. I’m going to use Bob in all my descriptions moving forward.

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Main Street Business and Middle-Market

Main Street BusinessA common area of confusion among both business owners and advisors is the difference between a “Main Street” business, a “Middle Market” business, and a “Mom and Pop” business.

Main Street Businesses

The International Business Brokers’ Association and other professional intermediary organizations define “Main Street” as any company with a Fair Market Value of less than $3,000,000. That is about the upper limit of a business that can be purchased by an individual using “normal” 20% down financing. He or she is acquiring for the purpose of earning a living.

Main Street businesses typically calculate cash flow as Seller’s Discretionary Earnings (SDE). As discussed by Scott Gabehart, the creator of BizEquity valuation software, SDE is a better measure of a business’s return on owner labor, rather than return on investment.  SDE includes the benefits of ownership including salary, employer taxes, distributions, health insurance, vehicle, and other perks of ownership. It also includes non-cash tax deductions such as depreciation.

The average selling price for an owner-operated business in the United States is 2.3 times its SDE. That cash flow has to support any debt as well as provide a living for the principal operator.

If we extrapolate from the average multiple (which from my past experience as a business broker is accurate,) we would say that “Main Street” encompasses businesses that produce up to $1.3 million in cash flow. That number is actually pretty high and crosses the threshold of where Private Equity companies typically seek acquisitions. At that level, a buyer would have to have $600,000 for a down payment and about $25,000 a month for debt service.

In reality, companies that generate more than $500,000 a year in adjusted EBITDA cash flow (not counting owner compensation) are more commonly sold for multiples of EBITDA. At that size, a multiple of four times adjusted cash flow is pretty common, and would classify a company with up to about $750,000 in adjusted cash flow as “Main Street.”

Mom and Pop Businesses

There is no definition of what is too small to be considered “Main Street,” but I like the description used by Doug Tatum, author of No Man’s Land: Where Growing Companies Fail. Doug says that many entrepreneurs start a company to build wealth. They do all the jobs in the business and grow it by dint of their unflagging effort and willingness to work long hours. Eventually, they are earning an income that is three times what they could have made just holding down a job.

Unfortunately, they are earning that income by doing the work of three people. That is my definition of a “Mom and Pop” company. The owner is making a living, but the only way to improve that living is by further denigrating his or her lifestyle.

A local distribution business may have $10,000,000 in revenue, but operate with a half dozen employees and the owners. Their profit before taxes could be as little as $200,000 – putting this $10 million business squarely in the category of “Mom and Pop.”

Mom and Pop business owners are seldom candidates for exit planning. When they stop working, the business ceases to exist. Their best hope is usually to pass it to a family member or employee who is also willing to work really hard to earn a decent living. There is seldom enough free cash flow to support much in the way of debt for the purchase of the company.

Middle-Market Businesses

Middle-Market businesses are defined by investment bankers as having revenues between $100 million and $3 billion with less than 2,000 employees. The US Department of Commerce lists the parameters as between $10 million and $250 million in revenue. One accounting association says the “lower middle market” is classified as companies between $5 million and $100 million. Investopedia.com pegs it as $10 million to $1 billion. Divestopedia.com goes with $5 million to $500 million. TheStreet.com has the widest range at $5 million to $1 billion.

Of course, a $5 million revenue company could easily have less than $500,000 in pre-tax earnings, which would put it squarely in the Main Street category. On the other hand, a substantial number of software and Internet-based companies have become “unicorns” (over $1 billion in market valuation) with far less than $100 million in revenue.

This discussion illustrates two points. First, few people know exactly what they are referring to when they say “Main Street” or “Middle-Market.” They have their own idea and definition, which is fine. Unfortunately, it is unlikely that the person they are talking to has the same definition.

Second, inexperienced advisors may say they “don’t work with Main Street.” Many Main Street business owners are excellent candidates for exit planning. In fact, when the $3,000,000 fair market value yardstick is specified, two-thirds of exit planning professionals say that half or more of their clients are in that category(1).

The Business Owner’s Perspective

Why should any of this matter to a business owner? There are two areas where these definitions play an important role in your exit planning.

First, when you look for an intermediary to help you sell, understanding the market they serve is critical. Most business brokers will list a Mom and Pop business, and sell those to downsized corporate executives or others seeking to earn a living. They also handle Main Street listings, although those with over a million dollars in earnings are probably out of reach for 90% of their buyers. You should carefully look at their track record in selling businesses of that size.

Most business brokers will also say that they can handle lower middle-market companies. As we’ve seen, that covers an extremely wide range of revenues and earnings. Again, if you are in the range of profitability that would attract a corporate or financial acquirer, you are likely better off retaining an investment banking firm for the sale.

(1) 2022 National Exit Planners Survey – www.exitplannerssurvey.com

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Contingency and Continuity Planning

When business consultants talk about preparing for unforeseen problems, they frequently commingle the terms contingency and continuity. The terms are not synonymous, and there are important differences between them.

Contingency Planning

Contingency planning is generally accepted to mean how a business will respond in the event of a disaster. This could entail a building fire, severe weather, a strike of key service workers, civil unrest or riots (depending on the audience.) In this age of cybersecurity, ransomware or a denial of service attack, identity theft, and electronic fraud are all well qualified to be categorized as disasters.

Generally speaking, these are all insurable events, and contingency planning often recommends insurance as a major component of preparedness, along with remote working capabilities or alternative production resources. In privately held businesses, however, contingency planning has one weakness.

It assumes that the owner of the company will be available to oversee the implementation of the plan.

What if the disaster is at the top of the pyramid? Most businesses need a continuity plan that addresses the sudden absence of the owner. We start the conversation with a simple scenario. “What if you are hit by a bus on the way to work tomorrow? You are rushed to the hospital, and no one knows where you are. When they find out, it appears that you will be unable to respond to questions for weeks, if not months. How will the business operate for that time?”

Continuity Planning

Exit Planning is presumably designed around a voluntary departure from the business, but what if it isn’t voluntary? Where Contingency planning looks at a variety of financial risks, Continuity planning is focused on the operational problems of an owner’s absence.

Continuity planning starts with the most elementary task-based assignments. Who opens the business? Who informs the employees, the customers, the vendors, and the bank? How are they told, (By email, phone call, personal meeting or teleconference?) Who distributes funds, draws down the credit line, and signs contracts? Are there specific customers or vendors who will require special treatment?

If employees are expected to step up to a higher level of responsibility, will they receive contingent compensation attached to their added duties? Many owners rightfully anticipate that employees will shoulder additional duties out of loyalty, but loyalty has a limit. What if they are in this position for months?

Are there limits on the employees’ decision-making authority? Can they decide on new capital investments, or enter into new vendor relationships? If there is a dollar limit, who has the authority to exceed it if necessary? Who are the key advisors they should consult if they have questions? Is there a compensation agreement with those advisors if they need to be closely involved or engaged for an extended time period?

Contingency and Continuity

These are just a few of the operational answers required on Day One. The owner’s extended or permanent absence will also involve decisions about credit facilities, family income, real estate, working capital, buy/sell agreements, licenses, cybersecurity and the long-term disposition of the business.

We take a practical look at the issues of an owner’s absence from the business, whether it is planned or unplanned. Continuity planning is just one component of modeling “life after the business.” For the great majority of exit planning discussions, it is a useful but not urgent exercise. If a Continuity plan is needed, however, it may be the most important thing we’ve done for that client.

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An Employee Retention Culture

Do you have an employee retention culture? Finding and keeping employees is exceptionally tough at present. Some are working remotely and being poached by employers in another state, others are listening to the pundits saying that employment is a seller’s market. A few are just worn out from 2 years of restrictions and looking for a change.

Regardless of the reason, inflation, and the “great resignation” are impacting employment. Businesses are experiencing rising coasts too, but employees are rightfully more concerned about fuel and supermarket sticker shock than their employers’ gross margins.

The reality is that you can’t just give out cost-of-living wage increases every time the gas station marquees put up a higher number. That doesn’t mean you can ignore the impact of inflation on consumer prices, but you should be looking at the alternatives every employer has besides pay rates. In any company, the best defense is an employee retention culture.

The Social Network

If you ask employees what is most important about their job, they will invariably answer “the paycheck.” In well-constructed surveys, however, social interaction and a sense of purpose rank much higher than pay rates as reasons an employee stays on the job.

employee retentionThanks to the Internet, an employee’s social network today is far broader than just colleagues at the office or on the job site. Still, roughly a third of every employee’s waking hours are spent with those people, and encouraging relationships with coworkers is an effective tool in retention.

I facilitate several business owner peer groups, and one just discussed their socialization efforts at length. Here are some ideas.

Employee appreciation days where food is provided. Most do this regularly. Some invite food trucks and pay the tab. Department supervisors have budgets for quarterly outings (bowling, miniature golf) with their teams.

Team sportswear is a popular benefit. Some companies have a vendor catalog and give employees an allowance to purchase what they prefer.

Social events like picnics and sporting competitions are widespread. Make sure there is identifiable clothing (usually T-shirts) for participants, and allow them to be worn to work. Form lots of committees to plan company events.

Have regular meetings for the purpose of introducing new employees. Encourage folks to talk about their tenure with the company on their anniversaries. Put balloons at their desks on birthdays.

A Sense of Purpose

Can employees get behind your mission? It’s one thing to say that you make great products and give customers terrific service, but what does it say about the people who make it possible?

Do your core values mention employees other than in a de riguer footnote (“We cherish our employees who make it all possible”) usually found right above or below the “value” of profitability.

Employees today want to feel that they are spending 1/3 of their waking hours on something important. Are you giving them a “big picture” view of how they contribute to the community through their jobs?

One family business I work with was tapped to make a component for a COVID test kit. Everyone in the company is happily working long hours and canceling vacations to rise to the occasion.

One employer has an employee committee for choosing a charity each month. Employees submit their favorite charity to the committee, which chooses which to support that month. The company matches employee contributions, uses a big check for the donation pictures, and has event T-shirts made for everyone who contributed.

Employee Retention Culture

One employer has a great way to recognize that being short-handed is a burden on everyone who is working there. Each month they take the salaries of the vacant positions and divide them among the others in the department.

Let’s face it, the best way to remain fully staffed is not to lose them in the first place. The expectations of employees towards their employers have changed. Make sure you are changing too.

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Do you Suffer from Decision Addiction?

Do you suffer from decision addiction?

The typical business owner lives on dopamine.  According to WebMD:

Dopamine is a type of neurotransmitter. Your body makes it, and your nervous system uses it to send messages between nerve cells. That’s why it’s sometimes called a chemical messenger. Dopamine plays a role in how we feel pleasure. It’s a big part of our uniquely human ability to think and plan.

Feeling the Rush

That’s what business owners do; think and plan. Their lives are a chain of thought processes that go “What if I do this? How will it affect the business? Then what would I do next? What would be the effect of that?”

An owner’s brain is trained to generate dopamine. That “What if? What if? What if?” chain is actually pleasurable. It’s the same neurotransmitter that is triggered by nicotine and alcohol, and the craving for that dopamine rush is the driving force of addiction.

That is why so many owners complain that their employees can’t make decisions and can’t think critically. They understand consciously that their businesses would run better if they groomed decision-makers, but unconsciously they are addicted to making decisions.

decision addictionEvery time an employee asks, “What should I do about this, boss?” there is a little rush. It’s like an old cartoon. The good angel is sitting on one shoulder saying “Make them go through the thought process themselves.” The little horned devil is on the other shoulder saying “Go ahead. Tell him just this once. It’s faster, and it feels good.”

Answer given. Another challenge surmounted. Pop! The little rush.

When the Rush Gets in the Way

Advisors are frequently frustrated by a client’s reluctance to implement their advice. They spend time and effort developing a course of action, and more time and effort explaining it to the client. The business owner client listens, agrees, and then does…nothing.

“I’m too busy running the business,” is a frequent excuse. What is really happening is that the owner is too busy feeding his or her dopamine rush. Owners are more likely to take action on their own decisions. Implementing someone else’s idea is antithetical to why they became entrepreneurs in the first place.

It feels good to be needed; to be the one who knows. Unfortunately, the more you run your business based on owner centricity™ the harder it is to sell, and the less it is worth. Like any addiction, it’s a tough habit to break

Breaking Decision Addiction

This is where I should offer a twelve-step program for breaking yourself of decision addiction. That’s pushing the analogy just a bit too far. I can. however, offer one tip that can get you started on the road to a more valuable company and more peace of mind for you.

Offer an enticing incentive for anyone making a decision for you. It should be instant, and worth a little effort. One possibility is to keep a stock of ten or twenty dollar bills in your desk. Anyone who comes to you with an issue and a proposed answer gets a bill.

The answer had to be sensible and practical. You could require it to be SMART (Specific, Measurable, Attainable, Resourced and Timely,) or you could set your own standards. You will, of course, have to retain the final say over what qualifies. No one should earn a ten spot for deciding whether to make the background on a flyer blue or yellow.

An answer doesn’t have to be the answer, but if it is unworkable, at least you have the opportunity to communicate your thought process, and at least the employee tried. He or she should still get the incentive for an honest effort.

Try it. You may be surprised at how much better it feels than that little bit of decision addiction.

This is an excerpt from my upcoming book The Exit Planning Coach’s Handbook, coming this fall. 

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