Articles Tagged ‘financial tips’

Elements of a Plan to Sell to Insiders

Thursday, August 25th, 2011

Presented by T. Ray Phillips

Today we discuss the essential elements of a plan owners use to transfer a business to insiders (with the help of skilled advisors) that keeps the owner in control until he or she is paid the sale price. If you suspect that the children, key employees or co-owners you would pick to succeed you do not have the funds to cash you out, consider the following 10 elements that make insider transfers successful.

Element 1: Time.

A transfer to insiders takes time: time to plan, time to implement and to pay the departing owner. Typically the more time owners take to transfer the company, the less risk they incur and more money they receive from the new owners.

For that reason, the first question an owner must answer is: Am I willing to take time (typically three to eight years) to execute and complete an insider transfer (while maintaining control)? If the answer is no, then it is probably best to consider other exit paths.

Element 2: Defined Owner Objectives.

If owners are willing to devote the time necessary for this exit strategy, they also must define and or quantify their objectives. These may include:

Financial security and independence;
Departure/retirement by a chosen date;
Keeping family legacy or company culture intact;
Rewarding key employees; and/or
Taking the business to the next level—on someone else’s dime.
In a well-designed transfer plan, these objectives are met before control is transferred.

Element 3: Cash Flow.

Healthy cash flow is critical to any sale. No buyer, (whether outside third party or insider) wants to buy a company with anemic cash flow. In a transfer to insiders, however, cash flow assumes gargantuan importance because initially it is the major, if not sole, source of your sale proceeds.

Element 4: Growth In Business Value.

Like healthy cash flow, buyers look (and pay top dollar) for companies that have the potential to grow in value. In transfers to insiders, only if cash flow continues to grow does the ownership transfer generally occur. For this reason, it is vitally important that owners contemplating an insider transfer install and cultivate Value Drivers before and during their exit transition. (For a quick refresher on Value Drivers, please contact me for one of our Value Driver White Papers. )

Element 5: Capable management desiring ownership.

Having a motivated management team in place and capable of replacing you is hugely valuable to any buyer. In a transfer to insiders, such management is essential. That management group must desire ownership and be willing to sign personally for any acquisition financing or ongoing company debt. Owners often assume that their management teams want to own their companies, and they do…but sometimes only until they realize that they have to pay for ownership.

Element 6: Minimize Taxes.

While no owner we know wants to pay more taxes than absolutely necessary, those contemplating insider transfers must focus on minimizing taxes. In an insider transfer it is imperative that you and your advisors structure the sale to minimize taxes on the company’s cash flow (pre-tax income) because without planning the cash flow is taxed twice:

once when the insider receives it (as the new owner) and then pays taxes before paying you to purchase the company; and
again when you pay taxes on the proceeds you receive.

One goal of tax planning is to subject the company’s cash flow to taxation only once. Accomplishing this feat takes considerable planning, but it’s worth the time and trouble to save a third or more of the cash flow from this type of double taxation. One-time taxation means owners receive more money more quickly and thereby reduces risk of non-payment.
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Top Excuses Owners Use To Avoid Exit Planning: Part One

Thursday, July 7th, 2011


Presented by T. Ray Phillips

Like every owner, you will one day exit your business—voluntarily or involuntarily. On that day you will want to attain certain business and personal objectives: the first (and usually prerequisite to all others) is financial security.

Believe it or not, most owners do absolutely nothing to consciously plan and systematically move toward that all-important goal. Anecdotally, the four most common excuses owners use to justify delaying and eventually ignoring Exit Planning are:

1. The business isn’t worth enough to meet my financial needs. When it is, that’s when I’ll think about leaving.

2. I will be required to work years for a new owner.

3. I don’t need to plan. When the business is ready a buyer will find me.

4. This business is my life! I can’t imagine my life without it!

Today, let’s look at the first hurdle that prevents most owners from making the necessary plans to cash out of their businesses and move on to the next stage of their lives.

Excuse #1: It makes no sense to start planning when my business isn’t worth enough to meet my financial needs. When it is, that’s when I’ll think about leaving.

This is a common, and not unreasonable, assumption: Why spend time, effort and money to plan to leave your business when, today, you can’t? Why not wait until it is at least theoretically possible to leave to begin the exiting process?

At age 45, Jerome Rowling was dreaming of the day he could leave his company. The past five years that Jerry had spent trimming fat, watching every dime and developing new marketing strategies on a shoestring had taken their toll. Like the trooper he was, Jerry kept his nose to the grindstone

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If We Freeze Our Pension and Move to a 401(k), How will Employees be Impacted?

Tuesday, June 28th, 2011

The impact of stopping benefit accruals in a defined benefit (DB) plan and using a defined contribution (DC) plan going forward depends on the employee’s age and years of service at the time the DB accruals stop.

For the employees within a year or two of retirement, a move to a DC plan will have very little impact because they have already earned almost their whole career’s benefit under the DB plan. However, employees still a decade or more away from retiring at the time of the DB plan freeze and who have earned ten or more years of service are often severely impacted.

Younger employees who only have a few years of service may benefit from the plan change, depending on the employer contributions to the DC plan. In fact, the DC plan will provide the younger employee with more years of investment earnings. In a good investment market, the benefits earned early in a person’s career may be the most valuable in a DC plan.

It is more difficult to predict the impact on mid-career employees. read full article »

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9 Reasons You Should Change Your Accountant

Tuesday, May 3rd, 2011

Good financial information is critical to a success of any business, particularly a small business. The financial statement is the business owners’ report card on how the business is doing. This report card is used regularly by bankers, shareholders, investors, taxing authorities and by anybody looking to purchase or value the company.

The outside CPA firm is the source small business people look to for guidance in tax preparation, preparation of accurate data for their lenders, shareholders and numerous other entities. They are the go-to people that provide creditability, accurate and objective information relative to the subject company. How does one know when it is time to change accountants? Here are red flags that will give you clues:

1. It’s your money. Knowing the daily, weekly and monthly financial condition of your company is critical (business owners have 70% to 90% of their personal net worth tied up in their business). Many business owners have tried to delegate this responsibility to their outside accountant, controller or even the bookkeeper with devastating consequences. Financial management is not something that most business owners want to do; but it is your money; you need to understand everything you can about improving it. If your accountant is not helping you toward that end, then you have the wrong person. This is your report card; it tells the outside world how you are doing in business. You need to be very knowledgeable and conversant with your income statement, balance sheet and statement of cash flows.

2. Tax surprises. You have finished out the year and feel pretty good about what you accomplished. Your accountant is busy and doesn’t tell you the consequences of your performance until April 10 and then explains that you have a large tax payment to make prior to April 15. You don’t have the cash then you spend the next week trying to solve the problem. Your accountant needs to be engaged with your business in the last quarter of the year, asking questions about your projected profit for the year (if you don’t do this, call me for guidance) and helping you define your future tax liability. If your accountant doesn’t do this for you, ask him to get involved or find someone that will.

3. Large adjustments at year-end made by your accountant that are not clear as to why there were made. This can be an issue with deprecation, inventory and/or work-in-progress adjustments. This just happened 60 days ago, a business owner was pretty confident that their profit for the year was $150,000 and he was happy to explain to his banker about the improvement in the company’s performance; but when the year end adjustments were made, he now showed a loss. The accountant explained year end adjustments, prior year adjustments, all of which were unclear. Not a good deal.

4. Two sets of books. This happens too many times. You have an accounting system in your company with a set of books and your accountant has another one in his office. Yours is designed to do everything an accounting system can do; but you are only writing checks, balancing the check book and keeping track of accounts receivable and payable. At the end of every month you send your accountant a bunch of information (including data from your accounting system) for him to enter it into his system. A few weeks later he creates your monthly financial statements from his set of books which he returns to you. This is a duplication of effort, time and money and slows down information you need to run your company. It is a great set up for your accountant, not a good one for you.

5. Too busy. Your accountant is not easily reached and doesn’t return phone calls in a timely manner, especially in tax season. Most decent accountants are very busy in the first quarter of the year; but realize that businesses run 12 months out of the year and are available to answer your questions. Find another accountant if yours doesn’t return calls within a 24 hour period.

6. Over billing.
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