Valuable Tips

Chip Mayo 6/2/21 Chip Mayo 6/2/21

Guiding Your Wealth to Where You Want It to Go

When you die, how much money do you want to have to pay lawyers to wrangle the complications of your estate? How about the IRS—how much of your life’s work would you like to hand over to them? And if given the choice, would you prefer a smooth and responsible transfer of wealth to your family, or a difficult, bloody-knuckle battle? These questions may have obvious answers, but less obvious is how you get there. Today, we’ll look at some ways you can consider balancing your estate so your money goes where you want, not where others tell you it needs to go.

Planning for Your Legacy

Being a successful business owner can be lucrative for you and your family. Eventually, you’ll need to consider what happens to your legacy. Without a plan, phantom costs—like taxes you didn’t know about or legal fees—can have negative effects on your legacy, your wealth, and your family’s lifestyle. Because without guidelines, outside forces may try to take “their fair share.”

Fortunately, with proper planning, you can work toward a legacy you and those you care about are proud of. For business owners, proper planning can begin by asking yourself two questions.

1. What do I want my business’ future to look like?

2. What do I want the future lives of those I care about to look like?

Legacy Planning: Your Business’ Future

In some cases, balancing your estate first requires you to prepare your business for a future without you. Positioning your business to continue well without you—whether you sell your business on your terms or face unexpected challenges that remove you from the business— can help you make the most of your life’s work, for you and your family.

There are many aspects to this kind of business continuity planning. However, to start planning for a successful future, you may consider looking for answers to three questions.

1. How can I strengthen my company to run without me?

2. What do I want for my family once I leave my business—by choice, death, or otherwise?

3. What do my company, my family, and I expect from the business 5–10 years in the future?

Planning for a successful and more resilient business future can better position you to guide your legacy as you choose. The more inconsequential you are to your business, the more options you have to relieve yourself of it on your terms. That, in turn, can give you more ways to balance your estate fairly.

Slaying the Tax Dragon and Preparing Your Family for Wealth

Just about every business owner must confront estate taxes. To quote James L. Moore, JD, “It’s really not a tax at all. It’s a penalty placed on people who don’t plan.” Fortunately, business owners have two options regarding estate taxes.

1. Plan to vastly reduce or eliminate them.

2. Do nothing and let the government take their slice of your life’s work.

When we add the additional layer of complexity that results from speculation about how the tax landscape may change in the near and mid-range future, you may start to feel stress about having too many or too few options. Returning your focus to the facts of your situation and the outcomes you intend for your business and your family can help you regain a sense of agency during turbulent times.

When you know what your goals for your future are and how estate taxes can affect those goals, it can motivate you to enlist the right team of qualified professionals to help reduce the effect estate taxes can have on your goals. In fact, working with a collaborative group of advisors can help you determine those goals and then pursue them.

Finally, planning for a wealth transfer on your terms often requires you to prepare others to receive that wealth. We’ve all heard stories about someone receiving a large sum of money from a successful parent, only to spend most of it within a year or two of receiving it. Is this an outcome you want for your family? If not, there are steps you can take to prepare you and your business for a successful future while also preparing your family for the consequences of that future success. Communication frameworks and objective data that back up your assumptions can reduce drama and smooth out the path that you intend for your family and even future generations.

We strive to help business owners identify and prioritize their objectives with respect to their business, their employees, and their family. If you are ready to talk about your goals for the future and get insights into how you might achieve those goals, we’d be happy to sit down and talk with you. Please feel free to contact us at your convenience.

Welcome to Cornerstone's Exit Planning newsletter. We'll provide you with practical tips on planning your business exit twice a month. Contact us with any questions or to help get you started with the planning process. Enjoy!

Chip Mayo and Dallas Romanowski

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

The Cornerstone team includes former C-Level executives, successful entrepreneurs and advisers who offer unmatched experience in delivering advanced, custom-tailored, results-oriented solutions for business leaders. As a member of the Business Enterprise Institute (BEI), Cornerstone is an authorized distributor of BEI’s content and Exit Planning Tools. We developed the Performance Culture System™ to help clients implement best practices and drive high performance throughout their organization. For more information, visit www.launchgrowexit.com, call (910) 681-1420 or email Dallas@LaunchGrowExit.com

Chip Mayo 5/19/21 Chip Mayo 5/19/21

5 Ways to Address Deal Killers Before They Kill Your Deal

When you set your business up for future success, you can set yourself, your family, and your personal interests up for similar success. But a common problem owners overlook is how to address Deal Killers, which can prevent you and your company from achieving the success you want. Today, we’ll examine eight common Deal Killers and show you a five-step process that can help you address them.

Step 1: Address the Big Three Financial Deal Killers

The first three Deal Killers you may encounter concern your financial needs.

1. Assuming that you can sell your business today and achieve financial independence.

2. Assuming the market values your company as highly as you do.

3. Focusing solely on getting the most money possible for your business.

Some business owners mistakenly believe that they can live on less money after they sell, which is rarely the case. And because your business is likely a part of your identity, you may end up overvaluing it, which can create impossible expectations and stunt proper planning. Finally, focusing only on getting the absolute most money for your business can clash with values-based goals, which can cause unbearable frustration.

Fortunately, you can address these financial Deal Killers through pre-sale planning. This includes some of the following action items:

1. Objectively determining how much money you need to achieve financial independence.

2. Getting an objective estimate of your company’s value from an investment banker or business broker.

3. Assembling a deal team before you’re ready to sell, which can prevent you from taking your company to market before you and your company are ready.

With pre-sale planning, you can strengthen your company and bolster its value, which is good whether you decide to sell or not.

Step 2: Keep Key Employees On Board and Engaged

Your key employees (i.e., management teams) are likely the backbone of your company’s future success. Without a strong management team, buyers may question whether your company has value outside of your presence. If it doesn’t, and you’re unwilling to work for someone else as a condition of sale, it may become exceedingly difficult to plan for a successful future on your terms.

Fortunately, you can keep key employees on board and engaged by “handcuffing” them using quality incentive plans with the help of professional planners. Non-qualified deferred compensation plans, stay-bonus plans, and stock bonus plans are just a few examples of how to keep key employees on board and engaged.

Step 3: Be Willing to Collaborate

Two common Deal Killers owners often face are trying to negotiate a deal by themselves and failing to hire a deal team. Serious buyers will come to the table with teams that will help them pay the least and get the most from your company. They know what to look for and will likely give no leeway, which can easily overwhelm you if you go it alone (especially if you’re still ingrained in running the business).

Instead of going it alone, hire and collaborate with a strong deal team. A deal team can help you find and fix flaws in your business before buyers see them. That can lead to a sale on your terms while preventing buyers from retrading (i.e., using flaws they find to lower their offer).

Step 4: Commit to Pre-Sale Due Diligence

Pre-sale due diligence can be costly, both financially and emotionally. However, you must identify your company’s weaknesses before a buyer, lest you want to negotiate from a position of weakness. Further, it’s crucial that your pre-sale due diligence is objective and clear-eyed. If you’re a major part of the business, it’s easy to deny or ignore critical business flaws.

Fortunately, you can tap your deal team to help you follow through on due diligence. It’s their job to strengthen your company so you can plan for a successful future on your terms.

Step 5: Plan for a Future Without Your Business

You can do everything right in your planning and still regret everything. This is especially true as you approach your sale date: After all, once you sell your company—something you’ve built, nurtured, and guided for years—it’s no longer yours. Seller’s remorse is fairly common, but it’s also something you can address.

An effective way to plan for a successful future without your business is to talk to your advisors, family, and other owners. Share your ideas about what success looks like, and ask for their thoughts. They may be able to help you find your purpose outside of owning a business. Preparing yourself for a future without your company is just as important as preparing your company for a future without you.

Chip Mayo and Dallas Romanowski

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

Chip Mayo 5/13/21 Chip Mayo 5/13/21

Deal Killers: Catch Them Before They Harm Your Future

Preparing your business for a successful future often goes hand in hand with preparing your business for a successful sale. No matter whom you sell to—and even if you believe you’ll never sell your business—you should focus on catching Deal Killers. Deal Killers are things that can affect your business’ value and future. Let’s look at an example of the difference between addressing Deal Killers early and ignoring them until it’s too late.

Bud and Bess Bush always had a sibling rivalry. Bud’s manufacturing business had grown and provided for his family for 35 years. Bess’s data analytics firm had done similarly well over the last 28 years. Though they never worked together, Bud and Bess both knew that they wanted to sell their businesses, use the money they received to retire in style, and continue providing for their families. But they each used different strategies with vastly different results.

When Bud decided he was ready to retire, he remembered that an advisor had once told him that selling to a third party might provide more cash to an owner than other exit paths. Ever the do-it-yourself man, he began approaching potential buyers who had contacted him in the past to see whether they were still interested. Three buyers were, so Bud began to set up meetings with them to discuss sale terms. He assumed he could bring his advisors in to provide guidance once the meetings were set.

Bess was a more collaborative owner. When she began getting ready to retire, she contacted her most trusted advisor to discuss her possibilities. Her advisor asked her many questions about what she wanted in retirement. They worked together to estimate how much in after-tax sale proceeds Bess would need to achieve her goals. Finally, the advisor recommended that Bess hire a business consultant to identify any operational or human resources issues that might prevent her from successfully completing a sale transaction.

The business consultant was impressed by Bess’s business. But she noticed that Bess didn’t provide any incentives to keep her management team engaged and on board during the sale process. She explained to Bess why it was so important to “handcuff” key employees. She then offered to help Bess design a comprehensive package, which could incentivize her management team to stay and support the company during and after a sale.

Over the next two years, Bud and Bess found themselves in very different situations.

The buyers Bud had wrangled found several worrying flaws in his business. He didn’t have a strong sales team outside of himself. When asked whether his key operations employees would stay on after he left, Bud asked, “Who cares? Don’t you all hire your own people?” After receiving offers he found insulting, Bud took his business off the market. Seven years later, Bud accepted the only offer he could find, which was a fraction of what he had wanted.

On the other hand, Bess had an incentive plan for her key employees, a strategy to take her business through a controlled auction, and a team of seasoned deal makers to guide her through the process. As multiple buyers performed due diligence, they found that her company was practically turnkey, thanks to her strong management team. Through the controlled auction, Bess found a buyer that would offer her enough money to achieve her goals without radically changing the makeup of her company. She sold her company, gained financial independence, and had enough to continue providing for her family, including her brother Bud.

Bess took steps to address Deal Killers, whereas Bud tried to do everything by himself. Though Bess had to put in extra work, it paid off in the end by helping her plan on her terms, rather than the buyer’s. Unfortunately, Bud didn’t achieve his goals, primarily because he ignored Deal Killers in an effort to do everything himself.

Strategizing to avoid Deal Killers may not guarantee a quicker or more lucrative sale, but it can increase the likelihood, or at least reduce headaches during the sale process. Just like you wear a seatbelt when you drive despite not getting into a crash every time, taking precautions against things that can go wrong typically makes the journey safer, more predictable, and often more fulfilling.

Chip Mayo and Dallas Romanowski

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

Chip Mayo 4/21/21 Chip Mayo 4/21/21

5 Aspects of Strong Goals and the Consequences of Missing Them

Setting goals is a catalyst for success, especially if you’re planning for the future of your ownership and the success of your business. The strongest goals tend to have five aspects that help you guide the process for achieving them. In other words, when you set goals, you want to set SMART goals:

Specific

Measurable

Accurate

Realistic

Time-limited

Let’s look at how each of these aspects can help you create goals that let you plan for the future of your ownership more successfully.

Specific Goals Inspire Action

Though it can be challenging, setting specific goals allows you to act on them. Consider the difference between a vague goal and a specific goal.

Vague goal: I want to retire in about five years, around the time I turn 65.

Specific goal: I want to retire on my 65th birthday.

These goals may seem like they’re saying the same thing, but they aren’t. Vague goals are harder to achieve because they’re easier to push off. Vague goals are also like trying to hit a constantly moving target.

Specific goals give you something tangible to aim at. They can also motivate you to start acting sooner, rather than later. Sometimes, business owners hesitate to set specific goals because they aren’t sure how they’ll achieve them. However, you’re much more likely to make progress in achieving goals when you have a good idea for what you’re pursuing. When setting specific goals, it’s important to remember that you can (and should) revisit and adjust them as necessary. Specific goals aren’t necessarily written in stone. You can change them. Setting specific goals helps you focus on why you’re pursuing the goal, how you’ll act on it, and what happens as you act on it. Vague goals often get lost in the ether.

Measurable Goals Keep You on Track

When your goals are measurable, you give yourself a baseline to determine your success. Saying “I want enough money to retire comfortably,” isn’t a measurable goal because it doesn’t tell you how much you need and why or how you define comfortable. And if you don’t know how to measure your goal, it’s nearly impossible to determine how close or far you are from achieving it.

Instead, a goal such as, “I want to sell my business for $15 million on this date in five years” is measurable. It gives you a number you want to achieve, a time frame in which to do it, and encourages you and your advisors to focus on doing things that help you achieve it.

Accurate Goals Minimize Surprises

Many business owners underestimate how much money they’ll need to retire with financial security. Some business owners believe that they’ll actually need less money in retirement than they did while they owned their business, which is rarely the case. Instead of relying on gut feelings about what you’ll need, a stronger strategy is to accurately determine what you need. Some of the best ways to do so are by working with professionals who can analyze your financial and business needs objectively.

Consider this example. You think you need $3 million to retire comfortably, based on what you assume you’ll spend and how long you’ll live. So, you sell your business for enough money to get you $3 million after taxes. After a few years, you realize that you can’t do all the things you wanted because you don’t have enough money. You consider starting a new small business, but can’t. You want to continue to travel as you did before, but can’t. While it’s true that you achieved your goal, it turned out that your goal was inaccurate, which didn’t let you retire as comfortably as you wanted.

Accuracy applies beyond financial security. For instance, you may realize that protecting your employees and maintaining company culture are more important than getting the absolute most money possible. Unless you can accurately assess what you want and why you want it, it can be extremely difficult to pursue those goals effectively.

Realistic Goals Mitigate Disappointment

It’s important to strive for the best, but it’s just as important to be realistic with your goals. Unrealistic goals can stifle progress or make it impossible to even start pursuing your goals.

For example, picture a business owner who thinks he can sell his business at any time because he believes the business is worth $5 million. Annual revenues have only topped $1 million one time, and he makes all the big decisions himself. When he discovers that no one will give him even close to $5 million unless he continues working at the company (but not as the owner), he gives up, thinking that if it’s not worth $5 million now, it never will be.

When your goals are realistic, it can motivate you to pursue them and stick with them even when obstacles arise. Realistic goals can still be ambitious, but they should also be attainable. Otherwise, it’s too tempting to just give up.

Time-Limited Goals Keep You Moving

Goals with deadlines keep you moving forward because they require you to reach certain milestones by a set time. This is especially important for business owners. As an owner, everyday responsibilities can fill your schedule up quickly. That often leaves you little to no time to focus on long-term goals.

When your goals have a deadline, it forces you to focus on what you must do to achieve your longer-term goals. “I don’t have time for that” becomes an invalid excuse, which can motivate you to dedicate the necessary time to pursue your longer-term, bigger goals.

So, we encourage you to pair your SMART goals with some form of accountability – write them down, talk about them with your most trusted advisors, and give yourself rewards or consequences for goals that are achieved or missed. Bringing others into your SMART goals can increase your chances of success.

Chip Mayo and Dallas Romanowski

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

Chip Mayo 4/7/21 Chip Mayo 4/7/21

There’s More to Business Than Money: Values-Based Goals

Successful business owners often want more than just the maximum amount of money they can get. These owners have deeply ingrained values-based goals that guide why and how they do business. But many of those same owners don’t apply an appropriate amount of weight to values-based goals until it’s too late to achieve them.

Some owners neglect their values-based goals because they don’t come up on a balance sheet or income statement. Others don’t realize how important their values are until those values are threatened. Regardless, as a business owner, it’s important for you to understand what your values-based goals are so you can pursue them.

Let’s look at a typical example of how values-based goals can determine whether your plans for your ownership in the future are successful.

What’s Money Worth If There’s No One to Share With?

Arya Fiers had a reputation as a tough business owner who always focused on the bottom line. Over 25 years, she managed to not only guide her trucking business through three major recessions but also continue growing it. She was a master negotiator and expected her employees to work just as hard as she did. Despite her rigorous management style, people lined up to work for her because she paid her employees well above industry average.

As she approached 60, Arya began thinking about retirement. Because she had no family and none of her key employees were interested in ownership, she began to consider the many offers larger companies had made to buy her business. She contacted her longtime financial advisor, Patty, and determined how much she would need to retire with financial security.

As Arya began talking to potential buyers on her own, she realized that they were all willing to pay her well above the amount she’d need. But she also discovered that none of the buyers would commit to keeping her employees and paying them well above the average market rate. After a few informal talks, Arya decided to start playing hardball.

She went back to Patty, who was her most trusted advisor, and was blunt.

“All of these companies are offering me more money than I need, which is nice. But what I want more than money is for my employees to continue having lots of work and good wages. No one I’ve talked to can promise me that. And if a buyer lays off my workers, then everything I’ve built will be worthless to me.”

This was surprising to Patty. She had known Arya for 20 years, and this was the first time Arya had ever talked about a goal that wasn’t focused on profit.

“The good news is you realized that this is important to you early,” Patty said. “I’m confident that we can create a plan that helps you achieve that goal.”

Patty and her Advisor Team began formalizing Arya’s processes and hiring professional managers to run the company. As the team vetted buyers, Arya insisted that any buyer must commit to paying employees no less than what she had paid them. She also demanded that the buyer would not lay off any employees without cause for one year after the sale. Written employment agreements, wage continuation plans, and bonus plans were introduced for various groups of employees.

Arya received several bids to buy her company that refused those conditions but tried to offset them with more money for the business. Arya flatly refused these offers, to the surprise of many buyers. Only one buyer was willing to abide by the conditions and also pay her enough for financial security. Though it wasn’t the highest offer, it was the offer that made Arya happiest.

She accepted the offer, retired, and committed to mentoring young women in her community in her free time. Two years after the sale, the buyer of her company partnered with her non-profit mentoring group and helped her expand it throughout the state.

What Are Your Values-Based Goals?

There are countless kinds of values-based goals, including the following:

• Protecting employees and company culture
• Bettering the community
• Assuring a comfortable lifestyle for your family
• Leaving a legacy to be proud of
• Developing a reputation for highest quality products

Arya wanted to protect her employees and mentor young women. It wasn’t until she articulated these goals that she could find a way to achieve those goals while still obtaining financial security.

As you plan for the future of your ownership and your business, it’s important for you to identify which values matter to you. Just because something doesn’t show up in the business financials doesn’t mean it’s not important. In many cases, values-based goals determine whether you consider your ownership successful at all.

Chip Mayo and Dallas Romanowski

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

Chip Mayo 3/18/21 Chip Mayo 3/18/21

The Magic Behind Writing Your Plans Down

For nearly 5,500 years, human beings have written things down. From Hammurabi’s Code and the U.S. Constitution to your personal business plans, writing things down helps people follow rules and best practices, and pursue goals and action items. However, many successful business owners don’t have any written plans they can follow to help them achieve the future for their ownership that they most desire.

“I’ll start when I’m ready,” “This business can’t ever run without me,” and “I’d like to exit but I don’t know what I’d do” are just a few of the most common reasons that business owners don’t create written plans for the future of their businesses and their ownership. Ironically, written plans can offer solutions to these arguments. Let’s look at how.

Written Plans Help You and Your Business Get Ready

One of the most common refrains among business owners when talking about future business transitions is “I’ll start planning when I’m ready to go.” However, by the time many owners are ready, it’s often too late for them to exit on their terms.

One of the most important aspects of a successful business transfer or transition is achieving financial security (i.e., exiting the business and never having to work again unless you choose to). In fact, if you don’t achieve financial security as you transition out of the business, that business exit is a failure. But how can you know how much you’ll need to achieve this lofty goal?

The answer lies in writing things down. Accounting for what you have and comparing it to what you’ll need is much easier when you can see it on paper (or on a screen). When owners start writing things down (with help from their professionals on their advisor team), many discover a gap between what they have and what they need for financial security.

When owners can see that gap, it’s no longer a problem that exists in a distant, theoretical future. Even the most successful business owners can face this gap, despite all of their business success. Since you’re likely to rely on your business to fill in any gaps, seeing the gap in written form can shatter illusions about what you must do to achieve financial security, and how long it might take.

In short, written plans can show you that even if you’re ready to exit, the business may not be ready. That can give you time to start planning for how your business and personal situations will interact as you try to reach your goals.

Written Plans Support Accountability

When you write things down, you and your advisor team or management team can review your plans more regularly and see where things are dragging or going off track. For example, writing down who is responsible for which action items to position the company for a successful future ownership transition gives detail and timeline expectations to those involved.

Written Plans Can Uncover Values-Based Goals

Written plans are rarely static. As you meet milestones and free up your time, you might find that certain values-based goals become important to you. For example, as your company becomes less reliant on you, you may find that providing your family more chances to travel the world is more of a priority than it had been in the past.

Written Plans May Help Your Family

Finally, a written plan may reduce the likelihood of arguments after you die. Putting your wants and wishes in writing provides your family, employees, and advisors guidance on what to do with everything you have after you die. For many owners, strong legacies and minimal infighting are important. Without a written plan, it can be much harder for the people you care about to carry out your wishes.

Chip Mayo and Dallas Romanowski

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

Chip Mayo 3/4/21 Chip Mayo 3/4/21

Walk Before You Run: Phased Planning

Planning for a successful future without your business is a smart strategy. One of the traps that business owners commonly fall into as they begin planning for their successful future without the business is seeing what they need to do and trying to do everything all at once. However, much like your business didn’t spring into success overnight all those years ago, future-oriented planning doesn’t need to be a one-and-done proposition.

Let’s look at how a phased approach to planning can help you get the most out of your efforts and make the process more manageable.

You Can’t Catch the Fish Without Throwing in a Line

Let’s look at how a phased approach to planning can help you get the most out of your efforts and make the process more manageable.

You Can’t Catch the Fish Without Throwing in a Line

Bill Burns was ready to go fishing. Over 40 years, he grew what was originally a one-man logistics consulting agency into a mid-sized inventory management services business with 15 offices. His daughter Katie and longtime employee Lester Clay played big roles in the company’s growth through a proprietary software they’d created in the early years. Bill knew exactly how much he needed to retire with financial security. But he didn’t know how to go about getting it. He originally wanted to sell the business to Katie and Lester, but he knew they didn’t have the kind of people skills he had to attract new clients. He worried that if he sold to an outsider, they’d just buy for the proprietary software and lay his employees off. Plus, he wasn’t even sure what he’d do in retirement other than fish, and he was afraid he’d get bored.

Bill felt overwhelmed with how much he had to figure out. He shared these thoughts with Glen, his most trusted business advisor.

“I think the most important area to focus on is making you inconsequential to the business,” Glen said. “You’re the rainmaker now, and to get the money you need, you’ll need to replace yourself.”

After reconfirming that Bill’s financial security target was accurate, Glen told Bill something that took much of the weight off his shoulders.

“Since Katie and Lester are comfortable sticking on the operations side, we can bring in a professional management team to help develop skills on the sales side. That’ll open up a lot of different paths for you to reach your personal and financial goals. It may also give you some leverage when you decide to sell.”

Bill was tentative at first. No one had ever outsold him at his company. But after seeing the professional management team that Glen and a new recruiting firm helped put together, he felt more confident, and for good reason.

The management team formalized his company’s sales process. Profits began to increase year over year because Bill wasn’t the only one capable of making big sales anymore. The management team used the additional profits to attract strong managers and operations people, which led to even more increases.

With more people helping to grow the company, Bill had more free time. He found hobbies he liked in addition to fishing and found himself spending more time away from the office doing them because of the strength of his sales team. He built a new plan for the future based on his new interests and goals.

Best of all, the expanded advisor team that Glen helped assemble had the expertise to negotiate with potential third-party buyers. Sales performance had finally caught up to the cutting-edge developments in operations, making his new team, including Katie, Lester, and new managers, just as valuable as the software.

With a strong management team and encouragement from Katie and Lester, Bill sold the company to a large international buyer, achieved financial security, and protected his employees.

Phased Planning Can Make the Process More Manageable

Like many business owners, Bill saw how much work he had to do and felt overwhelmed. When you’re responsible for your business’ success, it’s not uncommon to feel this way. Fortunately, with advice from a planning-oriented advisor and his new advisor team, Bill learned that he could do his planning in phases and didn’t have to be everything to everyone.

Phased planning allowed him to focus on the most important actions he could take and work through the initial challenges in a more limited area. His success in one portion of planning led to success in other areas over time, which also allowed Bill to move forward with planning for his personal future once the business future was clear. By committing to phased planning, Bill reaped the benefits, proving to himself that he didn’t have to tackle everything all at once.

Chip Mayo and Dallas Romanowski

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

Chip Mayo 2/17/21 Chip Mayo 2/17/21

Poor Planning, Big Problems: The Tale of Tom Poor

"All those years of work are thrown away. To ease your mind is that all you can say? But what about that grandson on your knee? Them railroad songs, Tom would sing to me." –Robert Plant

Many business owners dedicate decades to making their businesses successful. Far fewer owners plan for how they and their businesses will maintain success once they leave them (by choice, death, or otherwise). Without a complete, robust plan, you may not get the outcomes you want or deserve once you inevitably exit your business. Consider the example of Tom Poor, a fictional but representative business owner whose failure to plan led to poor consequences.

The Tale of Tom Poor

"All those years of work are thrown away. To ease your mind is that all you can say? But what about that grandson on your knee? Them railroad songs, Tom would sing to me." –Robert Plant

The Tale of Tom Poor

Tom Poor always vowed to never live up to his namesake. The seventh son of an ironworker, Tom spent years building his successful steel manufacturing company. His success allowed him to provide a lifestyle for his wife and two children that no one in the Poor family had ever had. His company employed 135 people, and his two children were taking on more responsibilities at the company as Tom got older.

Just before Tom’s 70th birthday, he made a startling announcement to his family and company. A large steel conglomerate had offered him $15 million for his company, and he verbally accepted the offer. He assured his employees and children that their jobs were safe based on a handshake agreement he’d made with the buyer. He assumed that $15 million was more than enough to allow him a comfortable lifestyle since his $500,000 salary and benefits package had provided so much for his family to that point.

Before the deal went through, Tom’s children told him that they had expected to run the company once he left. They’d been training hard to prepare, and so the sale to an outside party shocked and upset them.

“I built this business into what it is today,” Tom told them. “I’ve earned the right to make this decision because my decision-making got us here. Besides, I want to see the grandkids more.” As the sale date approached, both of Tom’s children quit to start their own venture together in a related business. When the buyer learned that two key employees were leaving, they told Tom that he would either have to replace them or accept a lower offer. Tom refused to accept a lower offer, but the employees he promoted to fill his children’s roles were incapable of running the business.

As Tom tried to renegotiate, his employees began leaving the company one by one, citing low morale and a lack of commitment from Tom.

The original buyer pulled the offer. Though Tom managed to keep some employees from leaving, the exodus caused company production and value to plummet. His children refused to talk to him or let him see his grandchildren. His wife—heartbroken by what had happened—took their side.

Tom ended up selling the business at age 75 for $3 million. After taxes, he took home just over $1 million. With his family refusing to talk to him and barely enough to survive on his own after a year of poor health, Tom was forced to re-enter the workforce at the company he had sold just a year earlier.

Despite his promises to himself, Tom Poor ended his life living up to his namesake.

Strong Exit Planning Can Help Owners Avoid This Fate

Planning a successful business exit requires different skills than running a successful business. While Tom was a great business owner, he failed to think about what drove business value and what he needed to pursue a successful post-exit life. Consider some of the things Tom neglected to think about:

What he needed for financial security:

Tom simply assumed that $15 million would be enough for him and his family once he left. He was so committed to this assumption that he neglected to see what a big role his children played in achieving financial success and security. Proper planning could have shone light on what the business was worth, the factors that made the business more valuable, and the amount he actually needed to continue being comfortable and protect what he had built.

The fallout of his family’s reaction:

Tom completely disregarded his children’s commitment and desire to run the company. That not only led to the company’s downfall but also prevented Tom from his goal of seeing his grandchildren more often. Comprehensive planning could have helped Tom understand his children’s contributions and how to leverage them, which could have prevented the fallout caused by his lack of consideration.

What kind of legacy he’d leave:

Tom assumed that everyone would welcome his decision to sell the company. Obviously, that wasn’t true. By working through his planning, starting with setting specific and objective goals, Tom could have better considered his legacy and involved his family and employees in the plan differently.

The consequences of a failed sale:

Adding salt to the wound, Tom’s failure to sell the first time was a black mark on the company. When he finally found another buyer, they were only willing to pay a fraction of the original offer price. Because Tom wasn’t prepared for a third-party sale, he suffered financially.

Conclusion

Without a clear, comprehensive, written plan, business owners have little control over their future. Had Tom properly prioritized his goals and planned for all aspects of his company’s future, it’s less likely he would have lost everything that mattered to him. We strive to help business owners identify and prioritize their objectives with respect to their business, their employees, and their family. If you are ready to talk about your goals for the future and get insights into how you might achieve those goals, we’d be happy to sit down and talk with you. Please feel free to contact us at your convenience.

Dallas Romanowski, Chip Mayo, and Dan Pizzullo

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

2/3/21 2/3/21

Change Is OK: How Planning Makes You Focused and Flexible

As a business owner, you manage all sorts of complexity in your work. Goals, expectations, and the people who help you meet them may change. But even though things constantly change, you can still adapt, thanks to smart and focused business planning. After all, if your company couldn’t adapt to change, it likely wouldn’t be as successful as it is today.

The same ideas apply when you’re planning for your business’ future and the evolution of your relationship to it. Change is often more than just OK—it may be necessary to position yourself to reach your future ownership goals and give your business the best chance to thrive long term.

One key to your ability to adapt is a well-formed, written plan.

Comprehensive planning can help you stay focused and flexible as you prepare for your business’ future (and your future with or without the business) by providing you, your family, and the key employees in your company with a road map. While providing this focus, it also gives you flexibility to change your plan, whether you need to or just want to. Let’s look at some examples of how planning can make change more predictable.

Reasons Why You Might Change Your Plans
Many business owners begin their plan for the future with strong, emotionally driven ideas about their eventual departures. Here are just a few of the more common goals owners focus on as they start their planning journey:

1. I want my children to run the business once I’m gone.
2. I want to get top dollar for my business, but I also want to do right by my employees.
3. I need to exit my business by a certain date so I can start pursuing outside interests.

Each of these goals can be a good place to start the planning process. But consider some of the more common obstacles you’ll likely confront with goals like these.

1. My children haven’t proven they can handle the responsibility of running my business well.
2. The buyer that’s offering top dollar wants to shut down local operations.
3. If I leave on my chosen date, I might have to go back to work in the future to make ends meet.

Without a complete and written plan, these issues might force you to stay in your business far longer than you want to (or can). However, thoughtful planning can help you anticipate and adapt to unexpected roadblocks.

How Good Planning Gives You Flexibility to Change Your Mind
Good planning gives you options for when things don’t go as intended. First and foremost, good planning helps you establish the amount of money you need to become financially secure.
Sometimes, owners take for granted how many perks and income streams their business provides them. Once you leave the business, those perks and streams will likely end. Good planning anticipates that and positions you to improve your chances of leaving your business with enough
money to pursue what you want in the future without having to go back to work.

A strong and well-rounded plan can also help you develop the people and systems necessary to exit the business on your terms. For example, if you want your children to run the company but they haven’t proven they’re capable, a written development and incentive plan can plot out the timeline and training necessary to get your children ready to run the business by your expected departure date.

Similarly, good planning gives you the flexibility to pivot if your original plans go awry. For instance, your plan may provide time and training to get your children ready to run the business, but your children may still not get the hang of it in ways that allow you to change gears with financial security. A written plan connecting business achievements and financial targets can help you take the next-best course of action by finding the people who can run the business well, while still giving business-active children a role in the future and positioning you to transition on your terms.

Good Planning Provides Options When Initial Plans Go Awry

Just because things don’t go as planned initially doesn’t mean you’ve failed. Instead, good planning can give you more options to succeed on your terms. Typically, change is the only constant in a successful business. Disciplined planning can let you focus on what you want and how to get it, and give you the flexibility to adapt when your initial route isn’t feasible.

Dallas Romanowski, Chip Mayo, and Dan Pizzullo

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

1/6/21 1/6/21

Is a Family Transfer Right for Your Business?

When planning for the future, you have a wealth of options related to who should continue to run your business. Many business owners’ plans fall short because they are unaware of the many options they have available to them and the pros and cons of each path.

One common exit path is a family business transfer. This allows you to keep the business in the family and still have an attachment to the business. You may not get as much money for this type of transfer and it could take longer to complete, but there may be real benefits as well.

Benefits of a Family Business Transfer

There are many benefits that come along with transferring the ownership of your business to your children or someone else in your family.

Financial Security: If you properly structure the business transfer, you may be able to receive the amount of income you need and want by the end of the transition process. Further, you can design the transfer so that you retain control of your business during the transfer period and until you receive all of the money you want. You might achieve this benefit through ongoing involvement with the company, participation in profits as an owner, and/or sale of ownership.

Time: If you are not ready to leave the business today, you can structure the transfer to the next generation to take 5–10 years, depending on your goals and objectives. You can create a custom transition that addresses the abilities of the successor owners and the readiness of the business.

The timeline for this path gives you time to slow down, develop new interests, and prepare yourself and your business for life after the transfer. It also gives you time to collect income from salary, perks, and distributions while maintaining control.

Taxes: Using a strategy customized to family transfers, you may be able to minimize certain taxes. You might create a balance among income tax, capital gains tax, and gift and estate tax that fully leverages multiple tax planning techniques. You may be able to achieve a better outcome with a thoughtful combination of planning strategies.

Values-Based Goals: Owners often choose to transfer their businesses to children because, if done correctly, it achieves so many of their values-based goals. From the role of the business in the community to taking care of future generations, family business transfers can help to achieve these types of goals in ways that a traditional sale might not.

Challenges of a Family Business Transfer

Although there are some obvious perks to keeping the business in the family, there can be some challenges you need to be aware of before you make your decision.

Financial Security: Basing a business transfer on your family ties, especially ties to someone who can't or won't run the business properly, is a huge threat to your financial security and the very existence of your business.

Time: If you want to leave your business within a year, remember that getting paid full value for the company from children generally takes several more years than a sale to a third party or Employee Stock Ownership Plan (ESOP).

Taxes: Without careful tax planning, you could pay far more in taxes than necessary when transferring ownership to your family.

Values-Based Goals: Sometimes family transfers run amok if your goals are not in line with those of your family.

None of these challenges are insurmountable unless you fail to recognize the existence and significance of each and create a written and comprehensive road map to address them.

Welcome to Cornerstone's Exit Planning newsletter. We'll provide you with practical tips on planning your business exit twice a month. Click here for a complimentary planning assessment. Contact us with any questions or to help get you started with the planning process. Enjoy!

Dallas Romanowski, Chip Mayo, and Mike Leannah

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

12/16/20 12/16/20

What Have We Learned?

It is safe to say that this year was full of surprises. Some businesses thrived, while in other areas jobs were lost, companies were forced to go under, and we even lost loved ones along the way. Many businesses were affected by the pandemic in some way or another. According to a survey conducted by the PNAS (Proceedings of the National Academy of Sciences of the United States of America), 43% of businesses temporarily closed, and nearly all of these closures were due to COVID-191.[1]

We also learned that many small businesses are financially or structurally fragile. Companies were often strapped for cash, even when they had access to temporary government stimulus funds.

Although we may not have been able to foresee and properly plan for this year’s business and family disruptions, there are a few lessons to be learned about planning for the future so that your business can be more flexible and tolerant to change. We saw that responding to tough situations can be a good way to showcase your creativity and motivation to stay on track.

Flexibility is Key

We also learned that many small businesses are financially or structurally fragile. Companies were often strapped for cash, even when they had access to temporary government stimulus funds.

Flexibility is Key

Major changes in the economy, your industry, or your health can happen quickly. Companies that have the ability to turn aspects of their business model and operations on and off more quickly can minimize negative impacts (or maximize positive impacts) of unexpected changes. Remember that it may not be enough to be prepared to change direction in your own mind. Communication with your employees can keep everyone moving together and smooth out rough spots if you have to change gears.

Having a strong and adaptable team and team leaders will also help with transitions. Industry changes happen often, and sometimes randomly, so having a team in place that is able to think on their feet and come up with creative improvements to the business can help your business thrive even in trying times.

Also, by leasing your equipment, vehicles, office space, and even employees, you can make your business more agile. Hiring contract labor or utilizing outsourced vendors can give you more freedom to make changes quickly. Think of it as adjusting dials in your business rather than locking yourself into fixed or inflexible investments.

Fire Drills Improve Outcomes

It can take valuable time to work through emergency or disaster scenarios, and it can be awkward to “practice” what you’ll do if faced with a major threat or disruption in your business. As awkward as it may seem, fire drills do work. When your team knows what the process is during an emergency or major change of events, they tend to act more calmly and make better decisions when an actual emergency does arise. Work through and document what you will do if:

· You lose your largest customer or contract.

· You lose your top executive or manager unexpectedly.

· Your distribution channels are disrupted.

· One or more components of your technology stack fails.

The more prepared you are for the unexpected, the better off your company and your employees will be. Don’t let them get thrown off by surprises. Have open communication about what they can expect if a major change happens.

A Belt and Suspenders Work Better

Planning for multiple solutions to a single problem is a good way to manage the impact of a disruption in your business (or in your life). Owners of closely-held businesses often have a lot of their wealth, and their family’s security, tied up in their business. However, the business is often illiquid, or its value may not be enough to support your family for an extended period of time. Owners who prepare for unwelcome changes might be able to use either a “belt” or some “suspenders” to hold up their family, such as:

· Investing in income-producing assets outside of the business.

· Reducing company debt (or at least removing yourself from personal guarantees for company debt).

· Maximizing opportunities for funding retirement through qualified retirement plans.

· Developing a “sinking fund” in the business.

Having some type of variation of solutions to any given problem can also ease the tension you or your family might have about the unknown future ahead of you. Preparation for the worst will only benefit the business down the road. You can truly never be too prepared.

[1] https://www.pnas.org/content/117/30/17656

Dallas Romanowski, Chip Mayo, and Mike Leannah

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

12/2/20 12/2/20

Keep Your Family Intact with Proper Estate Planning

It can be difficult to consider what will happen to your business and your family if you die unexpectedly. Without proper planning, you could be leaving your family and/or key stakeholders in a huge mess. Proper planning allows you to keep your business on the right path even after an unexpected tragedy leaves you unable to continue running your business.

Estate plans focus on transferring assets upon an owner’s death. A successful estate plan achieves three important personal goals:

1. Financial Security: For the decedent’s heirs.

2. The Right Person: The decedent (rather than the state) chooses who receives his or her estate assets, including ownership of the business.

Estate plans focus on transferring assets upon an owner’s death. A successful estate plan achieves three important personal goals:

1. Financial Security: For the decedent’s heirs.

2. The Right Person: The decedent (rather than the state) chooses who receives his or her estate assets, including ownership of the business.

3. Estate Tax Minimization: Reduces the government’s bite, leaving more funds for the decedent’s heirs, when estate taxes are a factor.

Estate planning can also be a tender topic for business owners because they will occasionally need to decide which family member is the most appropriate candidate to continue running the business after their death. Families have been torn apart over poorly executed estate plans. Consider the hypothetical example below.

Jonah Kaczmin sat nervously in his office. Until the day before, he had been president of Kaczmin’s Electronics, one of the region’s largest electronic component distributors. Now he was on his way out of a job and felt he was a victim. Naturally, his first thought was to sue those responsible for his misfortune. The targets of his wrath were his younger sister and his mother. They had forced him out of the business, out of a job, and felt he was a victim.

After his father’s death, Jonah had received 49 percent of the stock in the family business. Another 49 percent share went to his sister. The remaining two percent—the swing vote—was held by their mother.

Jonah’s father had brought him into the business early and taught him well. After the founder’s death, Jonah assumed all responsibilities for sales and became the key man in the business. His sister, Stella, handled the bookkeeping and other administrative matters. Her husband managed the customer service department.

Despite the economic slump that hit the region, the business persevered under Jonah’s stewardship. It had a long-standing tradition of service and good name identity because the elder Kaczmin had pioneered new packaging and distribution methods.

Because of his dedication to the business, Jonah had not spent much time nurturing family relationships. He was less a devoted son to his mother than was his sister a devoted daughter. As their mother aged, she became increasingly susceptible to the influences of her daughter. Family friction continued. A confrontation was inevitable.

Jonah had always assumed that his superior abilities and position as president and board chairman would enable him to win any family showdown. He was wrong. At a special meeting of the board of directors, Jonah was removed from his posts, fired as an employee, and given three months of severance pay—after 25 years in the business.

Johah naturally felt victimized...but not so much by his sister and mother as by his deceased father. By failing in the most important remaining task in his life—to plan his estate and the future of the business—the elder Kaczmin made his son an unintended victim.

Jonah’s unfavorable business transition experiences may have been avoided had Jonah’s father asked and answered six critical questions.

1. How can I provide for an equitable distribution of my estate among my children?

2. Who should control and eventually own the family business?

3. How can I use my business to fuel the growth of my estate outside of my business interests?

4. How do I provide for my family’s income needs, especially those of my spouse and dependent children, after my death?

5. How can I help preserve my assets from the claims of creditors during my lifetime and at my death?

6. How can I minimize estate taxes?

An owner’s thoughtful answers to these questions, followed by appropriate implementation of a plan, may well prevent a similar experience in your family and support a smoother business transition for all parties involved.

Keep in mind that a well-crafted estate plan is only one key element of a successful plan for you, your family, and your business. Don’t let an unattended estate plan be the weak link in your overall plan.

Dallas Romanowski, Chip Mayo, and Mike Leannah

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

Chip Mayo 11/19/20 Chip Mayo 11/19/20

Don’t Let Your Key Employees Jump Ship

Next-level management teams are the drivers behind building business value. But how can you and your advisors attract and keep next-level management teams? The answer lies within incentive plans.

When incentive plans are properly designed and implemented, your business has the potential to grow well after you sell. Well-executed incentive plans can motivate each member of your management team to measurably increase the value of your company.

It is recommended that incentive plans only reward key employees if the business value and/or cash flow increases by a predetermined amount each year. Each incentive plan should be customized to each key employees’ role and responsibilities and incorporate these four basic elements:

Next-level management teams are the drivers behind building business value. But how can you and your advisors attract and keep next-level management teams? The answer lies within incentive plans.

1. Set performance standards that are tied to increasing the value/cash flow of the business necessary to meet your goals.

2. Create specific, attainable standards.

3. Implement substantial incentives and rewards if targets are met.

4. “Handcuff” your key employees, so to speak, to make the incentives so appealing that they are encouraged to stay with the company until goals are achieved.

Many owners create incentive plans or bonuses for their key employees so that key employees cannot obtain the bonus unless they stick around for a certain amount of time. This way, you can increase the chances that once the business is sold your key employees stay and continue to grow your business. This strategy “handcuffs” employees to the business by giving them greater access to compensation benefits the longer they stay. Having these types of plans in place may also increase the likelihood of a sale because potential buyers love to see trusted employees motivated to stay on and continue to grow the business.

Understand what motivates your employees. It might not only be a bonus of some kind. Think about promotions or other rewards. Are they interested in equity or cash? If your employees are not motivated to achieve their rewards, the incentive plan may become ineffective. The plan also becomes obsolete if the standards don’t increase the value of the business.

Consider these various forms of incentive plan alternatives:

· Non-Qualified Deferred Compensation plans with incentive-based benefit formulas

· Stock Appreciation Rights plans

· Phantom Stock plans

· Cash bonuses (current and deferred)

· Stock bonus plans

· Stock option plans

· Stock purchase plans with or without minority discounts

Each of these types of plans has its own strengths and weaknesses. The lesson here is that there are a variety of types of incentive plans to choose from.

Building a Plan

There are a few basic steps to follow when developing the right incentive plan. First and foremost, back up a step and identify your asset gap. By determining where you are today and where you want to be, in terms of business value, you can start establishing some goals, and then you’ll design an incentive plan that is intended to help you meet those goals on your desired timeline.

Create personal and professional goals. Obviously, you will want to plan for the success of your business but making plans for your personal life after you leave the business will also help provide clarity to you and your team.

Build and train your management team to be trusted enough to grow the business after you leave. Ensure they have the ability, expertise, and most importantly, willingness, to grow the business at the rate necessary for you to achieve your goals and objectives.

Finally, uncover how you can utilize your management team to help you achieve these goals. Create effective incentive plans to increase business value and motivate your employees. Incentive plans not only benefit the key employees, but if designed correctly, they can benefit you as well as the new owner and the business well into the future.

No matter whom you choose as your successor, capable management that stays with the company after an owner’s departure is an important element for a successful future.

Dallas Romanowski, Chip Mayo, and Mike Leannah

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

11/4/20 11/4/20

If You Don’t Uncover the Skeletons in Your Closet, Your Buyer Will

Starting the preparations to sell your business is never easy. Selling or buying a business comes with mixed emotions and hard decisions. There are a lot of variables to consider. One action item to discuss early is the process of due diligence. In order for you to attract a buyer to your company, you must engage in the pre-sale due diligence process well before your anticipated departure date.

No experienced buyer purchases a company without first learning everything there is to know about it. This investigation process is known as “due diligence.”

What is Due Diligence

No experienced buyer purchases a company without first learning everything there is to know about it. This investigation process is known as “due diligence.”

What is Due Diligence

Due diligence is the process in which a buyer scrutinizes every detail about your company, from financial reporting to earnings confirmation, to human resources practices, looking for risks, flaws, opportunities, and ways to justify a reduction in the purchase price they pay. Simply put, this is the buyer’s thorough investigation of every aspect of your business.

Due diligence is like an audit, or review, performed to confirm the facts of a matter under consideration. In the financial world, due diligence requires an examination of financial records before entering into a proposed transaction with another party.

So, when we talk about pre-sale due diligence, we mean the detailed investigation of your own company, performed by your own team, done well before you take your company to market.

What to Expect

Time rarely favors the seller, so it is in your best interest to start the pre-sale due diligence process early. The actual internal investigation itself typically takes between 30 and 60 days. But, as a seller, if you uncover information about your company that will influence the purchase price, you want to have time to fix those issues before the company goes on the market. You might want months, or even years, to make changes and set up new trends.

By discovering not only the strengths, but also the weaknesses of your company before undertaking the sale process, your advisors can focus on making the company more valuable. In some cases, pre-sale due diligence uncovers significant "repairs" that must be made to increase value or decrease risk. Maintenance and repair activities designed to make the company more valuable may include hiring key management, eliminating overhead, delaying (or accelerating) the purchase of significant capital equipment, resolving shareholder disputes, cleaning up employee records and policies, clearing bad debt, and so on.

There may be several parties involved in pre-sale due diligence: your lawyers, accountants, financial advisors, transaction representative (broker or investment banker), and administrative staff. Eventually your buyer’s team will have the same types of players, or even more of them. With so many people involved, it may be best to get organized to avoid any confusion throughout the process.

You and your advisors may need to clean up current and historical financial statements, contracts, customer accounts, ownership records, governing documents, leases, or threatened claims or lawsuit before you take your company to market. Buyers are looking for each and every skeleton, big or small, and they will find them. The buyer is looking for anything they can use to lower the price they pay for your business. Don’t let them find anything. Lay everything out and work on improving any weaknesses before potential buyers get the opportunity to use this information against you.

Perks of Planning Ahead

Planning and starting the due diligence process well in advance can have several perks for your business. Starting the pre-sale due diligence process may save you time and money in the long run. Uncovering your skeletons and working to fix them early can protect and could even potentially increase the purchase price of your business. This process can also protect your goals and your team: your co-owners, key employees, and family.

Through the process, members of your advisor team can come to know and understand your company as well as you do—and far better than a potential buyer. This understanding can enable your transaction advisor to prepare and share information with potential buyers in a way that highlights the strengths of your business.

If you plan to sell your business, you will have to go through this process one way or another. So, you might as well start early and figure out areas of the business you can improve now before you put the business on the market.

Dallas Romanowski, Chip Mayo, and Mike Leannah

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

10/22/20 10/22/20

Ingredients to Jumpstart the Planning Process

Taking on any large project can be manageable when you have a reliable process in place. When deciding to exit your business, for example, you will need a proven process in place to ensure you have covered all the bases.

Just like baking, without following the specific process or recipe, you could end up setting off the fire alarms. There is a "recipe" for creating a successful business transfer. The “recipe” below has worked, time and time again, for business owners who are looking toward the future. However, different ingredients in your recipe can change the outcome. Each business is unique and requires slightly different “ingredients” to plan for a successful future ownership transition. You can add these ingredients in any order that you want based on your top priorities, but if you leave out any of the following ingredients you could end up with a vastly different outcome.

First Ingredient – Establish Your Objectives

This first planning step is similar to the eggs in the recipe for the “planning cake” you are baking. This keeps the whole plan together. Without goals and objectives to strive for, your plan will fall apart.

Make a list of your goals and objectives (personal and professional). You may have several business objectives, including some of the following:

· How you (and your spouse, if active in the business) define financial independence.

· How you and your spouse define "fairness" regarding distribution of family wealth (including the business) among children if you are considering an inside transfer.

· When you (and your spouse, if active in the business) want to leave the business and transfer control according to a timeframe you set.

Second Ingredient - Determine the Company’s Value and Cash Flow

This could be considered the flour of the cake you are baking. This is the foundation of how your business will be run. It may fluctuate over time, but you want to gradually keep adding this ingredient throughout the lifecycle of the business.

In addition to knowing what you want (ingredient 1), you must know what you have (the value of your company) before you can plan for the future. You must determine the gap between what you have today and what you need to have by the time you are ready to part with your ownership interest. Determine a baseline value. Get an accurate representation of your business and personal resources. This measurement, along with a professionally reviewed estimate of future cash flow, will give you a more accurate timeline.

Third Ingredient – Build Business Value

The third step in this process could be considered the milk, butter, and spices of your baked treat. This is what really gives your cake flavor.

Once you know what you want (ingredient 1) and what you have (ingredient 2) you must think about how you can motivate key employees to maintain or increase the value of the company before, during, and after a transition. A well-designed incentive plan is a great tool to encourage key employees to continue to grow your business. You want to be sure your business is worth something and can run efficiently after the transition of ownership.

Fourth Ingredient - Ownership Transfers

This ingredient is like deciding if you want chocolate or vanilla frosting on your cake. The succession path that you choose for your business and your family is ultimately your decision. There are a lot of variables to consider when deciding between an inside sale or a sale to a third party.

When considering a sale to a third party, you must thoroughly evaluate your risk profile, business value, and the management team you have in place to help the buyer continue to grow the business. The key to this ingredient is making sure that both you and your business are prepared for the sale process well in advance of the day you go to market.

In contrast, when the plan is to transition ownership to an insider (co-owner, family member, or employees), your attention is more focused on planning the method and the timing of the transfer of ownership. This can include gifting, incremental sales, or even a plan to hold onto ownership for some period of time

Fifth Ingredient - Business Continuity Planning

The fifth ingredient can be compared to making sure you have back-up ingredients, or even a back-up bakery, in case anything goes wrong. This is the step most owners take to plan for the unexpected. Many people fail to create a back-up plan because they assume their baking skills are flawless and everything will just work out.

It is critical to make contingency plans for what will happen if you die suddenly or become severely ill before the transfer can be completed. You may need to make arrangements for the financial well-being of your family. You may need to talk to those you’ve planned to run the company if you are not able to do so.

Sixth Ingredient – Personal Wealth and Estate Planning

This ingredient can be compared to all of the planning you’ll do to make sure everyone involved enjoys the cake. Where will you get together? Do you have plates and forks? How will the cake get from your kitchen to the party?

A key goal of estate planning is to make sure that, whether you own your business at your death or not, the ownership of your business or the value you received for it, along with all of your other assets, are transferred when and to whom you see fit. You may need to plan for your family’s standard of living to be maintained. You may need to address fairness and/or equality among your heirs. You may wish to do something for charities you care about.

Process is Everything

Process is everything when it comes to long-term planning. Following a process to complete any large task can help any project flow smoother, especially when a process is proven to work. Implementing elements of each of these ingredients to your plan can significantly impact your planning process.

Dallas Romanowski, Chip Mayo, and Mike Leannah

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

10/8/20 10/8/20

The Process of Selling Your Business Has Already Begun

When you started your business, it was probably obvious that you needed a plan. It may be less obvious, though, that when you leave your business, no matter how you do it, you’ll also need a plan. The reality is that every action you take during the life of your business has an impact on your departure down the road.

Getting Full Value

No matter who you decide will be your successor in the business, you will most likely want to build value in your company. Third-party buyers or investors will tend to look at objective, quantifiable facts when deciding how much to offer for your business. Employees, family members, and co-owners will want to feel confident that they are taking over a healthy and stable enterprise.

Getting Full Value

Buyers compare the relative strength of your company’s value drivers to those of your competitors. They commonly look at all of the characteristics to ensure your business is a well-managed operation.

Businesses that plan ahead to build their value drivers early may carry less risk. Being deficient in just one or two value drivers can impact business value or deter potential buyers. This realization may come as a shock to many business owners. Even if the business is profitable, they may have overlooked some important value drivers.

This Process Takes Time

Implementing strong value drivers is one thing. Having the ability to sustain and grow each area over time can demonstrate the strength of your business and the potential growth it represents. Buyers may also want to confirm that a company’s value drivers are not temporary or short-term. By demonstrating the strength and stability of the value of your company, you may be able to boost your sale price, streamline your exit process, and find the right successor on your timeline.

We know change takes time and results can fluctuate over the years. Buyers keep this in mind and can appreciate steady growth. It’s a good idea to keep your value drivers in check and constantly review your progress years before you think about selling. The idea behind a value driver is that it can improve cash flow, expand your competitive advantage, and/or grow your business.

Bonus Perks

Not only can enhancing the value of your business greatly assist your exit strategy, but it may also help you in other ways. When unforeseen circumstances arise, you won’t need to worry as much of the health of your business with strong drivers in place. Unexpected changes may not shake your company’s performance. Value drivers that cause the business to run more efficiently can also give owners more time in their days. Finally, when you concentrate on improving your company’s value drivers, you may find yourself exploring strategies that you may have otherwise ignored, such as growth through acquisition.

Common Value Drivers

Consider the following important value drivers common to many industries and some ways you might leverage them.

A Stable and Motivated Management Team

You may benefit from an incentive compensation system that is either cash or stock-based, and rewards key employees based on how the company performs (usually measured by increases in pre-tax income).

Operating Systems That Improve Cash Flow Sustainability

Investigate technology stacking options that streamline and connect different systems and processes, with integration that can allow you to demonstrate to a buyer that the business can continue (and grow) profitably after the sale.

A Solid, Diversified Customer Base

It may be possible for you to expand geographically or purchase the customer list of a competitor that is closing its doors.

A Realistic Growth Strategy

Develop a written plan describing future growth and how that growth will be achieved based on industry dynamics, increased demand for the company’s products, new product lines, and other expansion plans. Then share the plan with a trusted advisor or investor who can help you identify weaknesses in the plan so that it can be improved.

Effective Financial Controls

Upgrade to audited financial statements to get the scrutiny of trained professionals. Alternatively, engage an independent firm to conduct a quality of earnings report, verifying the sources and consistency of your income.

Stable and Improving Cash Flow

Ultimately, all value drivers contribute to a stable and predictable cash flow. It is important that your company’s cash flow remains substantial and continues to grow, especially in the two or three years preceding the sale of the business. You can begin working to increase cash flow today by identifying ways to operate your business more efficiently by increasing productivity and decreasing costs. Many business owners find that eliminating their least profitable products or services can free up attention and capacity for more profitable areas.

Installing value drivers in your company might be one of the best things you can do to increase the salability of your company but doing so takes time. The clock is already ticking!

We strive to help business owners identify and prioritize their objectives concerning their business, their employees, and their family. If you are ready to talk about your goals for the future and get insights into how you might achieve those goals, we’d be happy to sit down and talk with you. Please feel free to contact us at your convenience.

Dallas Romanowski, Chip Mayo, and Mike Leannah

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

9/16/20 9/16/20

Not All Strategies Are Created Equal

Succession planning, Exit Planning, and business planning may seem interchangeable in most people’s eyes. However, each type of planning plays a very different role in the process of designing, and then implementing, a strategy for leaving your business and planning for the future. You can’t use one strategy without the others when it comes to running, growing, operating, and eventually leaving a business.

These planning approaches go hand in hand. Although they have their similarities and overlap in some ways, there are some major differences you may want to think about in order to plan effectively for your future and the future of your business.

Succession Planning

Succession planning has become a common term to most business owners. This type of planning strategy is primarily focused on the transfer of leadership, management, and/or ownership of a business from one person to another. This strategy usually encompasses the identification of potential successors and the training of the chosen successor to build the skills and expertise to successfully run the business once the original owner decides to back away or move on.

Succession Planning

Succession planning also emphasizes the timeline for when an owner is planning to part with their business. The succession planning process could take years, depending on the availability of successor candidates, business valuation, profitability, current management team in place, incentive plans, etc.

The main difference between succession planning and Exit Planning is succession planning primarily focuses on the smooth transition (succession) of the operation of the business. A primary goal of succession planning is to find the right person to take over your business and make sure the process of leadership transfer go smoothly. Succession planning may primarily focus on the goals and objectives of the business and may not be as focused on the owner’s personal goals for the future.

Exit Planning

Exit Planning can be considered a broader approach to planning for the future. Although one of the main goals of Exit Planning is to ensure a seamless transition from one leader to the next in the business, this approach also considers the future plans of the owners for themselves and their families. Exit Planning considers a business’s financial status, the valuation of the business, the position in the market, employee benefits, and the owner’s family as well as the community in which the business is operated. It tries to identify the gap between what a business owner has today, and what they want for the future. It really is a full picture of all factors that affect a future change in your relationship to your business. This process encourages planning for everything so that when you are ready to leave your business, you’ve worked through as many factors as possible.

Although each owner’s exit strategy is going to be unique, typically each plan consists of some or all of the following 7 steps.

· Step 1: Identify Owner Objectives

· Step 2: Quantify Business and Personal Resources

· Step 3: Maximize and Protect Business Value

· Step 4: Prepare for Ownership Transfers to Third Parties

· Step 5: Prepare for Ownership Transfers to Insiders

· Step 6: Manage Business Continuity

· Step 7: Support Personal Wealth and Estate Planning

Business Planning

Business planning can refer to the overall plan of how you run and operate your business. This is commonly a strategy most business owners use throughout the lifecycle of their business, from the very start to the day they consider selling the company. Your business plan is a living and growing document. It is often going to be focused on how your business will approach and succeed in its chosen market. It probably looks at how you’ll be profitable in your chosen lines of products and services. It may be reviewed regularly to be sure you are meeting your company goals. Having a solid business plan can play a role in your succession and your exit. The more detailed the business plan you have in place, the easier it may be to advance a succession and exit.

Conclusion

A well-run company always has a plan in place. The planning processes never ends. Your business plan can help ensure the success of the business in its entirety and can eventually provide support for your future plans, including succession and Exit Plans.

Dallas Romanowski, Chip Mayo, and Mike Leannah

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

9/2/20 9/2/20

Find Your Best Path to the Future

You can’t get anywhere if you don’t know where you’re going. It’s also obvious that once you know where you’re going, you need to lay out a path that will take you there. But things that are obvious are not always easy. It can be helpful to adopt a process that is customized to your needs but is based on an approach that has worked for others in the past.

Nadir Chandra’s story was typical of most business owners who have made the tough decision to leave their companies. At age 54, he was confident in finding a meaningful second act and was ready to leave his 25-employee commercial sign-making business. Nadir was thinking of selling to one or two of his key employees and when we met him his first question was: “Is this the right choice for me and my business?”

Many of you find yourselves in the same predicament. You are able to envision your life beyond business ownership, but you don’t have a clear picture of how to transition your business to the successor you choose, for the money you want and on your timeline. So, what do you and the Nadir Chandras of the world do?

Here is what we told Nadir:

First, understand that leaving your company is a process. Realizing that life after leaving your business can be as fulfilling as your life as a successful owner is simply the first step. The next step is to figure out a way to approach your transition in a methodical, logical, and rational manner. Most owners do not put enough thought and planning into their future ownership transitions. Often, they believe there are systems in place that will take care of everything when they decide they are ready. Maybe, they believe they’ll figure it out when they get there.

If that describes your situation, you are not alone. Most owners, and their advisors for that matter, don’t know there is a planning and implementation process that is methodical, rational, and can be tailored to your unique goals.

Setting goals and objectives, while also understanding the value of your business, are the first steps towards planning for your future. Based upon what you want and what you have, you can then examine and choose a proper path for you: be it a sale to a third party, a transfer to children, a sale to an Employee Stock Ownership Plan (ESOP), a sale to a co-owner, or retaining ownership of your business until the very end. As part of this process, you also must consider what would happen to the business and to your family in the event your death or disability precedes your “best outcome” plan.

Simply knowing the process and proceeding down the path to part with your business, however, is insufficient. If you can’t describe how you’re going to get there, is it likely you’ll reach your destination? To promote success, you need a written  plan that:

· Identifies your ownership, financial and other objectives that must be considered.

· Documents how you are going to achieve those objectives.

Along with this written plan you should have a checklist that:

· Assigns responsibility for each task to be completed throughout the planning process.

· Sets dates for each task to be completed.

· Designates the person responsible for completing each task.

Where to Begin?

As skilled and as successful as most business owners are, they very likely cannot create and execute their own comprehensive plans for the future of their business ownership. Rarely have owners made a career of leaving businesses. Those owners who do attempt to craft their own plans risk failure and they may leave critical elements unattended: money, time, and/or their own happiness.

A single advisor or consultant working alone is likely unable to design a successful plan. Successful planning is usually a multi-disciplinary effort that requires you and your advisors working together. No one profession possesses the breadth of knowledge necessary to advise a business owner on the wide variety of issues that come along with transferring ownership of a business. It’s the same as the idea that one tradesman cannot design and build your new home on his own – he will need to work with other professionals to get things done right.

For your plan to succeed, you need legal expertise, financial advice, tax planning, financial advisory input, and often, consulting ideas. If you decide to sell to a third party, you may require the services of a business broker or investment banker. No one advisor can be an expert in all aspects of transferring a business.

Define Your Goals and Objectives

Once you have a solid team in place, you must then think through your personal and professional goals.

· What are your plans after your transfer the business?

· How much money do you need from your business to live comfortably?

· Who do you trust to continue running your business successfully?

· Do your children want any involvement in the business after you leave?

These may seem like straightforward questions that you may have thought of, but you may be surprised how often the answers to these questions may change. Communicate frequently with your family, co-owners, top management, and advisors, to be sure everyone’s goals and expectations are in line. Your plan for the future can change dramatically if your goals and objectives begin to shift.

What Does it Take to Plan for the Future?

· Understand that there is a proven process that can be followed. Learn as much as you can before you make final decisions.

· Commit to see the process through—holding yourself and others accountable.

· Document your goals, objectives and decisions and create a written plan with a timeline and responsible persons.

· Enlist an experienced team of professionals to help guide you through this process. These professionals should more than pay for themselves by putting money in your pocket. If they cannot, you have the wrong team.

Dallas Romanowski, Chip Mayo, and Mike Leannah

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

8/19/20 8/19/20

Funding a Sale to “Insiders”

When imagining the future of their businesses, and possibly a future that involves different ownership at some point, owners may wonder if it’s really possible to consider “insiders” (employees, children, or co-owner) as viable successor owners. Insiders are often a great match for company culture, leadership style, and vision. But they may lack one very important element – money to buy the business. Is this a fatal flaw in planning for the transition of future ownership? Maybe, but maybe not.

First Things First

Before we dig deep into an insider’s ability to pay for ownership, it may be a good idea to take a step back and see whether that line of investigation is even worth pursuing. Start by laying out your goals and objectives for the future of the business in writing. You should be able to clearly define:

· How much longer do you want to own your business?

First Things First

· How much longer do you want to own your business?

· What do you want your relationship with the business to be before, during, and after an ownership transition?

· What do you want your business to look like after you no longer own it?

· What must the business provide, on an after-tax basis, to complete your plan for financial security and independence?

Once you know the answers to these questions, you can start to evaluate possible outcomes for the future of your ownership interest by holding each scenario up against your goals to see how well they fit together.

Insiders Don’t Have Money

It is often the case that an insider, who would otherwise be an excellent successor owner, does not have enough money (or access to money) to support a purchase of the business. But this does not mean that a transfer of ownership to them should be off the table. The secret to success for an insider who is otherwise a strong owner candidate is cash flow. Cash flow can bring everything together.

The Definition of Cash Flow

What is “cash flow?” You've probably heard others say that your sale price might be a “multiple of cash flow”. Well, that all depends on the definition of “cash flow.” There are several definitions or measures of cash flow, each with a potentially significant and substantive difference. Typical measures of cash flow include:

· EBIT: Earnings Before Interest and Taxes.

· EBITDA: Earnings Before Interest, Taxes, Depreciation and Amortization.

· True Cash Flow: The amount of pre-tax money directed to owners via salary (above the value of their services), bonuses, distributions or dividends, and rental payments in excess of fair market rates for equipment or buildings.

Each of these measures of cash flow can produce a different cash flow amount. Which one makes sense for you may depend on the unique nature of your business.

How Cash Flow Supports the Sale Price to Insiders

Shaila Drexl, owner and manager of three commercial buildings, desired to sell each of her three property management operations to each of the three on-site building managers. She thought she’d retain ownership of the buildings themselves and separated her building ownership from the management businesses. She had heard that “six times cash flow” was a fair way to value her type of business and this method matched nicely with her idea of what she needed to meet her financial objectives.

Let’s assume that Shaila’s employees want to buy her business. Let’s also assume that these employees share a trait common to many employees: They don't have any money. Since Shaila’s employees don’t have money of their own, and they have limited borrowing potential, the payments they make must come from business operations. Every dollar of cash flow that is created through operations will be taxed at ordinary income tax rates, because it will either get reported as company income or it will be paid or passed through to the employee, who will then report it as income. Each employee will only have an after-tax amount left to pay Shaila, who will then most likely owe capital gains tax because she is being paid for her ownership interest. That’s two bites at the apple for the IRS before each dollar makes its way to Shaila’s savings account. So, it may take some time for Shaila to reach her after-tax financial goals if her only plan is to sell ownership to employees, because company cash flow is eroding on its way to Shaila’s pocket. Is there a faster way to help Shaila reach her financial targets?

Shaila did the math and decided that it would take too long for each employee to pay for their part of the business if they just used cash flow to pay for Shaila’s ownership using a generous multiple of cash flow as the company value. She called a meeting of her most trusted advisors and began to look at planning strategies that might work better. Her advisors were able to identify a variety of potential improvements to her plan, including revisiting company value, adding different types of payments to Shaila, and transitioning ownership over time rather than all at once. Through analysis and creative thinking, they were able to come up with several ways to use company cash flow more efficiently, all the while keeping an eye on Shaila’s stated goals. In the end, Shaila was pleased with her more comprehensive plan.

The Bottom Line

A sale of ownership to insiders can be fraught with danger if the overall picture, from company performance to individual tax consequences, is not taken into account. Comprehensive planning can take time or may require several perspectives, but the benefits can outweigh the costs for many owners.

Dallas Romanowski, Chip Mayo, and Mike Leannah

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.

8/5/20 8/5/20

Rethinking Cash Flow

While there are many uncertainties when planning for the future, one factor that is almost always essential to the success of your future plans is cash flow. Measuring your company’s cash flow and knowing what aspects of your business can be affected by the health of your cash flow are even more crucial in today’s economy. Having an accurate representation of your cash flow can also make or break your plans for the future, including any ideas you might have about backing away, transitioning ownership, delegating management responsibility, or an outright sale of your business. Since you can’t escape the impact of cash flow, you might as well take it head on, right?

What is Cash Flow

While there are many ways to think about cash flow, the concept that might work for business planning purposes is free cash flow. Free cash flow is the portion of the annual net cash flow from operating activities that remains available for discretionary purposes after the business has met its basic financial obligations. In this discussion, the “discretionary purpose” could be any anticipated use of cash flow to support the business or personal goals and objectives of the owners of a closely-held business. So, free cash flow might be supporting new initiatives, return on investment for current or new owners, cash-based incentive compensation plans, or the buy-out of one or more owners. In other words, cash flow can be described as the engine that powers your plans for the future.

Importance of Cash Flow

Cash flow is so essential because it impacts just about every aspect of your current and future business operations and planning. Cash flow can affect the value of your business, the magnitude of risk associated with the business, and the business’ ability to manage debt or fund growth.

As much as we don’t want to admit it, cash flow is the lifeblood of a company. Owners must understand —and be able to measure —where cash comes from and where it goes. It is an accurate indicator of the financial health of your business. Unlike more subjective measures, it makes no assumptions and entertains no preconceptions.

3 Ways to Reboot Your Cash Flow Strategy

1. Assess Billing and Collections Practices – It may be time to do a complete review and overhaul of your customer relationships, invoicing practices, collections policies, discount policies, and credit policies for your customers. You may find that your cash flow pipeline has many small leaks that, once plugged, can impact the stability and predictability of your cash flow.

2. Rethink Spending and Financing – Right now businesses are revisiting business priorities and expenses in ways that they did not anticipate as recently as last year. Changing from owning to leasing equipment and facilities, renegotiating pricing or terms with suppliers, and taking advantage of widespread changes in the way businesses operate and interact can lead to big savings. You may have leverage or bargaining power that you haven’t had in the past.

3. Put It in Writing – Ultimately, we are talking about free cash flow because good business planning requires a constant eye toward the future and what you want it to look like. Thinking through your priorities for the future, and how they may have changed, can allow you to rebalance your use of free cash flow to best suit your goals as they stand today. Business planning shouldn’t be a static process in which you set your course and then just assume you’ll arrive at your destination. Frequent course corrections are often necessary to finally reach your targets. A short, written, prioritized list of your priorities and how you’ll use your current and future cash flow to support them, is a tangible way to visualize your plans for the future.

Keeping Your Eye on the Ball

You may be putting out fires and managing unexpected crises more frequently now than in the past. But you also know how important it is to look to the future and make decisions that you believe will help achieve your long-term goals. It’s possible to do both.

Dallas Romanowski, Chip Mayo, and Mike Leannah

As a member of the Business Enterprise Institute (BEI), Cornerstone Business Advisors is an authorized distributor of BEI’s content and Exit Planning Tools.