Although he grew up around the business started by his grandfather
in 1908, my teenage father was forced to grow up in the business when
his own father unexpectedly passed away. His entry into, and exit from,
that business illustrate the importance of succession planning and the
ability to adapt.
The topic of succession planning evokes dread and emotion for many
business owners. Some simply ignore the subject, but those able to face
reality take action to ensure they will control not just their destiny,
but also their company's future. My father's early lesson
served him well down the road.
Fast forward 30 years. The business had grown and prospered under
my father's direction. I was coming up on my senior year in college
and looking forward to graduation. Although my father and I never
discussed life after college, both of us assumed I would come into the
business. One day during the summer before my senior year, Dad called to
tell me that someone had made an unsolicited offer for the business. We
talked and he assured me that he would keep the business if I wanted it;
otherwise, he would sell it.
My decision--probably one of the best ones in my life--was to sell,
and I based it on three factors.
First, accepting the offer allowed Dad to play tennis in Florida
every day for the next 20 years. Second, I had no real passion for the
business, despite having worked in it. Third, and perhaps most
important, I recognized the difficulty in working with my father.
A Time to Sell
Dad was fortunate. He was busy growing the business and did not
expect a white knight to knock on the door. According to Jay Stevenson,
an attorney and CPA specializing in estate planning, that is precisely
the time to sell.
"The best time to sell a business is when it is a going
concern, and the key business owner/manager is healthy and still
actively involved in the day-to-day operations of the business,"
says Stevenson, who says that my family's experience was extremely
unusual. "The sale or transfer of any family-run business requires
advance preparation, sometimes several years before you are really ready
to put the business on the market or actually start the process of
transferring it to the next generation." He emphasizes that there
are different tax consequences depending on how the sale is structured.
Alan Tolmas, CPA/ABV, CVA, a business appraiser and an expert in
Employee Stock Ownership Plans (ESOPs) with Hill Schwartz Spilker
Keller, LLC, in Dallas, Texas, agrees. He believes that a minimum of
three years is needed to develop and implement a good succession plan,
although most companies need between five and seven years.
Why so long? Numerous tasks need to be accomplished, including
deciding to act and following through on it, identifying the
professionals to help, valuing the business, identifying the succession
strategy and players, and actually implementing the plan. Tolmas shares
that many business owners, "who want to get out of business,
don't want to get out completely. It is 'their baby' and
they don't want to let it go. Many owners have a difficult time
separating because their business has been such an integral part of
their life."
Tolmas shares two interesting statistics. First, according to
Joseph Astrachan, Ph.D., editor of Family Business Review, more than 30
percent of all family owned businesses survive into the second
generation. Looking at that number differently indicates that a larger
percentage don't survive into the second generation.
Second, according to Raymond Institute/MassMutual in the 2003
American Family Business Survey, 19 percent of family business
participants have not completed any estate planning other than writing a
will, and only 37 percent have written a strategic plan. Consequently,
Tolmas suggests that an owner consider an ESOP as a way to cash out if
their business has long time to go, they have qualified employees and
the business won't pass to a next generation.
Business Value vs. Emotional Value
Now that you are thinking about succession, what is your first
step? Rick Jenson of CBIZ Valuation group, LLC, advises to "get
with your most trusted adviser, whether it is your banker, lawyer or
accountant" to start the process. One of the first steps is to
accurately value your business.
"Too many owners base their company's worth on
'sweat equity,' the years of hard work and high emotion they
have invested in their business. It may have nothing to do with market
value." Jenson suggests using a credentialed valuation expert to
determine a company's market value.
Some of the more common designations used by business valuation
professionals include the ABV (Accredited in Business Valuation) from
the American Institute of CPAs and the ASA (Accredited Senior Appraiser)
issued by the American Society of Appraisers. While these and other
designations represent a professional competency, make sure you evaluate
each person's experience and background, because there are multiple
methods to value a business.
Many decisions in succession planning are personal. For example,
are there sons, daughters, nieces and nephews involved in the business?
Are any, all or just some of them competent to drive the business? Do
they all want to be in the business? How will family relationships be
affected by the transition?
I know of one family that sold a very large, successful business.
Two brothers owned it and each had at least one child involved in the
company. The sale provided liquidity to the owners and their children,
and selling was their method for keeping peace in the family despite
having at least one child capable of running the business.
If you decide to sell, to whom can you sell the
business--employees, third parties, competitors, vendors, customers? How
do you value the business? How do you successfully transition from boss
to adviser or to retirement? These questions are difficult and should be
addressed with the help of your trusted professional advisers.
It scares most people to look at their own mortality and make
appropriate plans. Inaction as a business owner, however, is not a
responsible plan, and it is not fair to your family, long-time employees
and valued customers. Unless you make the decision to build and
implement a succession plan, three things in life are certain: death,
taxes and a guarantee that someone will make the decision for you--one
that may not be to your liking.
Robert Yudkin, CMA, specializes in internal systems consulting.
Contact him at ryudkin@swbell.net.
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