INTRODUCTION For over nineteen years, I ve worked with business owners who were struggling to effectively execute a succession plan, or exit-strategy. It s a complicated process that requires careful planning, time, and training for both management and staff. For any business owner who is either just starting their plan, or have already started one, I tell them that an effective succession plan should: Protect their own personal interest. Protect the legacy of the business, if appropriate. Ensure that the business continues to provide the same valuable goods and services it always has to its customers. Make sure the business will continue to build value, and have a set course for the years to follow, after the owner has left. Prepare the business for the unexpected, including illnesses, accidents, and deaths. Throughout the following document, I will list out what your succession plan options are, their benefits and risks, some of the roadblocks that are common to the process, and how developing a five-year exit strategy may be the most effective method of executing the transference of power in your organization. SUCCESSION PLANNING The normal evolution of a business begins when you ve started, inherited, or bought it. You build and design it, you create something special, and then at some point you usually begin planning an exit strategy, or succession plan. Whether your succession plan means a big pay-day, sale, or a transition to someone else, there comes a time when an owner must ask themselves what kind of legacy they wish to leave behind with their business? A succession plan should be treated like a business plan, and that means having a clear vision of how you want things to look in five years. You have to determine where you want to be, how you want to be involved, and what you really want to get out of it as the architect of your business. ABOUT THE AUTHOR Louis Mosca @MoscaSmallBiz Forbes Contributor Executive Vice President & Chief Operating Officer of American Management Services Louis Mosca began his career at American Management Services in 1998 as a senior business consultant. During his 19+ years with the company he has worked directly with thousands of clients, across multiple industries helping them achieve greater profits and control of their business; increase productivity and employee retention; and establish a secured legacy for their organization. Prior to joining American Management Services, Louis maintained his CPA certification and is now a member of the Turn-around Management Association (TMA). Louis has worked for multinational firms such as WR Grace, Sony of America and was the President of a New York Citybased Unionized Compressed Gas Distributorship with 60 employees and $9 million in revenue. Additionally, Louis was co-owner of a $9 million hair care distribution company. Many of the articles and stories in the New York Times bestseller, Profits Aren t Everything, They re the Only Thing, came from Louis first-hand client interactions. He has been a featured speaker at many small business events, including trade groups, is a Forbes Contributor, and a regular guest on the Wharton Business Radio series Mind Your Business. Is your design one in which you see your business living on in
Succession Planning - Continued perpetuity through one of your children? Do you want to sell to a third party? Too often, a succession plan is thrown together out of necessity, whether it be the result of an imminent change, injury, death, or staff departure. A reactionary response to change in the business world can lead to catastrophic results, and must be avoided at all costs. To start developing a succession plan that s right for you, let s begin by determining what each of your options are, their risks and benefits, and what you should be aware of throughout the process. YOUR SUCCESSION PLAN OPTIONS Prepare the Next Generation to Lead (Internally) The majority of family business owners will likely consider transferring ownership to a relative as they prepare their exit-strategy. In my experience, the best way of bringing in a next-generation owner is to first make sure they want the position! This means ensuring that they have a crystal clear understanding of the expectations and pressures of running the business, and are prepared to dedicate themselves completely to the organization. A development plan for your successor, which includes training, education, and the gaining of increased control based on achieved milestones, is an essential second step in the process. As the new owner works their way through the development plan, they will gain greater control of the organization, allowing the owner to slowly step away from the day-to-day operations of the business. Consider the following two examples as you develop your generational succession plan, paying close attention to the overall impact on the organization: Ten years ago, we were working with a construction client, a father and son business, which was doing about $30 million annually. The father wanted to start preparing his son for taking command of the company. To do this, he had his son go through every type of business and management training program he could find. He d regularly bring in seasoned professionals that were recommended to him, to teach his son their craft. He knew education and experience would ensure his son s success, and he forced his son to do every job in the company. As each year passed, the father would remove himself a little more from the operations of the business, and relinquish greater control to the son. Within 7 years, the father had removed himself almost completely, and the business continued to grow to a now $85 million dollars. On the flip side, a few years ago I was personally working with an electronics distributor, who was preparing to transition control of the company to his ill-equipped son. He thought his son could do no wrong, and believed that whatever knowledge he had gained from working in their business, seemed to be enough.
Prepare the Next Generation to Lead (Internally) - Continued Despite my challenging him repeatedly, to have his son work somewhere else and gain more experience on someone else s dime, he would ignore my suggestions and warnings, and has since seen his business falter under the weight of his son s inexperience. The Benefits of a Generational Succession Plan WHAT YOU NEED TO KNOW Having hands-on control of the process, and developing new leadership/management how you want it. Having greater options of personal involvement in the future Securing a familial legacy. The Risks of a Generational Succession Plan Personal bias can stand in the way of making a decision that s best for the company. Consider bringing in a third party, or a trusted professional, to give an objective, non-biased opinion on developing the next leader of your business. Proper training takes time, and costs money. A generational succession plan should not be rushed. As the owner and leader you must be prepared to invest time, energy and cash into your future through solid strategic succession planning. Selling Your Business to a Third-Party If you are considering selling your business to a thirdparty, whether they be an individual or investment company, your first step in the process is researching them as much as possible. (Identify potential buyers in advance.) Analyze their buying habits, determine if they ve purchased businesses in your market in the past, and if so, see how they acquired the organization. Reach out to a seller they ve done business with before, and ask about their experience. What was the impact to the culture of the acquired company? How stressful was the transaction? The size of your business may effect how you will sell it. If you are selling in an all-cash transaction, you can probably be certain the purchaser will limit your involvement quickly. Good intentions do not always result in a good transaction, and you should always follow the principal of Seller Beware. If you are going to accept an offer that involves financing, approach the offer with a banker s mindset. This means getting adequate security from the buyer, in the form of collateral, personal guarantees and restrictive covenants till paid in full. If the buyer hesitates, you should back up. Determine how much involvement you want to have with your business after they ve taken control. If your only
Selling Your Business to a Third-Party - Continued interest is collecting a check and retiring on a beach somewhere, then so be it! If you decide you d like some level of involvement though, then make sure you negotiate that into your agreement. WHAT YOU NEED TO KNOW The Benefits of Selling to a Third-Party A potentially big payday! Stress of ownership is gone forever. The Risks Selling to a Third-Party Unless negotiated otherwise, you will have little-to-no say in the operations and decision-making processes within your business. Finding a buyer that s right for you will take time, and it s not a process to be rushed. You run the potential risk of becoming a bank, offering owner financing. DO NOT sell to an individual who lacks collateral, and does not have a proven track record of experience in business management. All transactions have tax consequences for the seller consult a professional in advance of any negotiation. Develop an Employee Stock Ownership Plan (ESOP) An ESOP involves the transition of ownership of the business to the employees, and is accomplished in a variety of ways, including employees buying stock directly, ownership earned through performance incentives, or stocks being obtained through a profit sharing plan. ESOP s were originally created as a retirement benefit plan for employees, but they have since evolved beyond that. Some may suggest that an ESOP can be a beneficial compliment to the culture of a business, giving employees a feeling of ownership, and driving a self-motivated culture. In my experience, this is a pleasant thought business owners wish to believe. ESOP Considerations What is your role as the seller? Do you have adequate management in place? What financing is necessary to complete transaction? What debt load will be placed on the business? Board of director s role. Trustee selection. Annual trust valuations cost how much? Again, while I personally am not an ESOP fan, they can and do work if prepared properly. Get qualified advice before proceeding!
DEVELOPING YOUR FIVE-YEAR PLAN Regardless of the avenue you wish to take with your succession plan, whether it be a generational-handoff, selling to a third party, or establishing an ESOP, I implore you to take the time to develop a fiveyear plan that will provide you with the results you desire. You might want to consider following the KISS (Keep It Simple, Stupid) principal, with an outline as follows: At what date do you want to exit? Do you want a full, or partial exit? Do you want to sell to a third party, or transfer ownership to an insider? Is an ESOP right for you? What price do you wish to receive? How is your business valued today? Have you had it evaluated by an outsider? What valuation will you need as you get within 18 months of your planned exit date?