Author: YOUR BUSINESS WORTH

Business and Financial Planning to help business owners create business strategies to growth wealth, protect wealth, and to be a position to extract their wealth when they need it the most.

What If I Want A No-Sell Buy / Sell!

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements

There are business partners who at their death, want their family to continue to own their shares even though the family member will not be actively involved with the business.   We see this with businesses that are expected to grow significantly. Each owner wants their family to share in the future growth even if they should die prematurely.

A no-sell buy/sell agreement has a fairly simple structure. The management and the voting stock all remain with the surviving owner. The deceased’s ownership interest remains with his family. We take each owner’s interest in the business and divide into voting and nonvoting stock. Upon the death of one of the owners, the deceased’s voting interest is bought by the surviving owner per the terms of the buy/sell agreement. The non-voting interest of the deceased owner remains with his family. This way, if the business does grow significantly, the family of the deceased will share in the growth. The control of the business remains in the hands of the surviving owner. The family of the deceased owner has non-voting interest in the business only and cannot expect to see any money out of the deal unless, and until, the business is sold. Continue reading “What If I Want A No-Sell Buy / Sell!” →

Passive Ownership! My Cake And Eat It Too!

by YOUR BUSINESS WORTH, posted in Company Wealth, Passive Ownership, Working On Your Business

 

One of the options a business owner has to exit their business is to use a Passive Ownership Method.  This allows the business owner to stick around and be involved with the business, but to step away in the daily running of the business.  When done correctly and with planning in advance the owner is fundamentally self-sustaining and does not have to head up the company.  The owner is there to overlook the financial part of the company, much like a mentor. Key people are the self-sustaining element.

Divulge the culture values; sharing the same values as you, and what formed your foundation.  By communicating with your employees what you did in all the areas of growing your business, they will feel a part of it and continue with the same traditions, habits, and ideas which became the business owner’s foundation of success.  This will build a good foundation which will allow the business owner to delegate more of the tasks to others, allowing a self-sustaining company, with a growing management team.  This is the framework that attracts investors to the company, knowing that the traditions and the culture can continue.

Improve cash flow; By increasing cash flow, you create options and markets to buy your business.  For the outside investor, they see a cash flow that will continue without the owner, for the inside buyer, they have the cash flow to purchase the business owner out and complete the purchase of the business over time.  For the passive owner, a good cash flow allows the business to sustain itself, as you enjoy the role of a passive owner; taking out a good salary, paying the key people good salaries, and enjoying life by being a passive owner.  So, how do you create and improve cash flow.  The best way is move cash flow up to the front of the line as a priority.  Having cash flow meetings weekly with your management team will help you with the ideas you need to either increase cash flow through sales, or through expenses attrition. In any event by putting this topic in the front and getting feedback from your management team regularly, you will be able to come up with great ideas to increase cash flow and profits.  Continue reading “Passive Ownership! My Cake And Eat It Too!” →

Exiting Your Business- What You Need To Know and Do!

by YOUR BUSINESS WORTH, posted in Company Wealth, Working On Your Business

    In my last newsletter I discussed the three exit strategies business owners can use when they decide to sell their business.   As a review they are; outside sale, inside transition sale, and passive ownership.  Of course there is the liquidation sale which happens when there is no future planning. Liquidate and see what you can get, however I do not consider this an exit strategy.

So what does a blueprint for exiting your business look like?

First:  You must influence your personal company culture. Employees need to know the values and principles you have formed over the years of your business life so they understand the mission.  What needs to be communicated is how you started the company and how you built it up.  The values behind all that effort needs to be communicated to your employees, vendors, and anyone who will listen, especially potential purchasers of your business. By doing so you will gradually build a strong culture in your own organization that will remain in place whether you’re planning on being absent for a long period of time, or just a short period.     A healthy culture makes your company more attractive to buyers and sets the course for more options such as inside sale, or passive ownership.

Continue reading “Exiting Your Business- What You Need To Know and Do!” →

Is Your Wealth Stuck In Your Business?

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements, Company Wealth, Working On Your Business

It is very common for business owners to think they can sell their business when they are ready to retire.  In many cases business owners need this wealth to have security in their retirement.   However, they may be miscalculating and be very shocked when the time comes to turn their business into cash.

Transition is inevitable in the life of a business owner.  Someday they will exit their business for one reason or another.  Death, disability, or retirement are the main reasons for an exit, however, there are other reasons why an exit may be needed (Death, disability, divorce, bankruptcy, voluntary leaving, retirement, and non-voluntary leaving).

The major questions to ask

  • What if you don’t want to run a business any longer and you want out?
  •  What if you died, or became disabled?
  •  What if you lost your key person or your key group?
  •  What if you can increase cash flow?

A recent Business Owner Succession Planning Survey (FPA/CNBC) released in 2015, said 78% of small-business owners said they plan to sell their businesses to fund their retirement.  Well over 70% of small business owners do not have any transition, or exit plans.  Even if they have a plan, in most cases it is not concrete and for many reasons will not provide the results they think it will.

Many business owners have the intention to cash out at retirement.  In the urgency to turn business assets into cash many small business owners take back notes to help fund the sale of their business. They are mortgaging their financial security and future based on the continuation of the business which they just sold.  This is one of the many miscalculations in their retirement projections.

Continue reading “Is Your Wealth Stuck In Your Business?” →

The “What If’s”of a Business Owner’s Life!

by YOUR BUSINESS WORTH, posted in Company Wealth, Working On Your Business

The Four Life Changes Of A Business Owner

What is it that you think about the most as a business owner?   Chances are they are one of four things:

  • What if I don’t want to stay in business and I want to drop out?
  • What if I get sick, disabled, or die?
  • What if my key person (s) decides to leave me?
  • What if I can’t increase and improve my cash flow (life blood of the business)?

Besides running the day to day of the business, and the stress that goes with this, the four items listed above are probably the biggest stressful thoughts business owners have.   Let’s break them down.

Continue reading “The “What If’s”of a Business Owner’s Life!” →

How the “Wait and See Buy And Sell” Works !

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements

The Wait and See Buy and Sell arrangement is a combination of using a Stock Redemption and a Cross Purchase arrangement.  It affords both the company and the continuing owners the option to purchase an owner’s interest with great flexibility when a buyout situation presents itself .  Usually the company gets the first opportunity to purchase any  or all of the transferring owner’s interest.  Any balance of interest not purchased by the company, can be purchased by the continuing owners.  If the owners don’t buy the  remaining interests, the corporation must purchase them!

The “Wait and See” agreement gives flexibility to the owners in areas of:

  • Financing the purchase of interest
  • Cost basis positioning
  • Estate planning
  • Other planning areas
  • Changing the percentage of ownership

The biggest advantage however, is the ability of not having to make a decision until there is a trigger event. 

The Scenario

When a notice is received by the company of an option to purchase, whether it’s by a Notice of Intent To Transfer, right of first Referral, or notice of a business-disrupting event such as the retirement, divorce, disability, or death of an owner, the procedure for the option to purchase an Owner’s Interest in an agreement is triggered.  No matter how informally the notice may be given, it’s important to understand that the amount of time the company has to decide whether to purchase (the option period) starts to tick only after the company knows that the triggering event has occurred.  For example, if the company does not receive a formal notice that an owner has filed for bankruptcy.  Only when the company becomes aware of the bankruptcy does the buyback right get triggered, and the option period starts to run.

Company’s Option to Purchase

After the company receives notice, the company’s owners should meet with their tax advisors and each other to decide if it’s in their best interest for the company itself to buy the available interest.  The agreement will normally have a period of time in the agreement which stipulates the period of time the parties have to decide individually whether they want to purchase the available interest or not.  If the owners decide the company should buy all of the available interest, the company must exercise its option by delivery a written Notice of Intent to Purchase to the transferring owner within the designated time period.

 Notice of Intent Contents (THE NOTICE):

If the company or anyone of the continuing owners exercise their option to buy the available interest, the company sends out a collective notice to the transferring owner, or the current holder of the interest, regarding the company’s and /or continuing owner’s intent to purchase a part, or all of the available interest (called a Notice of Intent to Purchase).

Generally, the Notice is sent to the person who provided the original notice to the company of a proposed transfer, or the occurrence of any of the triggering events that give rise to a buyback.  Example:  NOTICE is sent to the interest of a deceased owner will go to the representative of the estate.

 THE NOTICE CONTENTS;

The name and address of the company and the name, title of the officer or employee who can be contacted at the company regarding the NOTICE.  A description and the amount of ownership interest to be purchased by the company/party, along with name and address of each party.  The total amount of interests to be purchased by the parties. The terms of the purchase are based on the agreement Copy of the buy and sell agreement. If the interest to be purchased is represented by certificates, such as share certificates, a request for surrender of the share certificates is made to the company.

Continue reading “How the “Wait and See Buy And Sell” Works !” →

Characteristics Of An Effective Buy –Sell Agreement!

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements

Creating a buy-sell agreement requires foresight about what could, might and will happen to the business if certain situations occur to the equity owner’s/stock holders of the company. This article looks at some of the important elements of the buy-sell agreement (BSA).

First of all, what is the purpose of the BSA?  Simply, an agreement between, interest holders, and the corporation as to what will happen to the company and interest holders should there be a disruptive and harmful occurrence in the future.  These are called triggers; death, disability, divorce, departure (voluntary and non-voluntary), bankruptcy, retirement, and others.

It is important that the agreement be entered into when parties are aligned and before triggers events occur.  It usually is a time when the relationship is aligned for the good of the interest holders and the company.  In short, they usually are of the same mindset that any of the triggering events could happen to them in the future,

This is a time where advisors should encourage interest owners to complete and sign the BSA, as it is the best time when their attitudes are in synch concerning future event happenings.

Interest owners know that when there is a trigger event, each party will have a different perspective as to outcomes for each person.   Terms and pricing transactions can become difficult or impossible to achieve if the issue was dealt with without an agreement in advance.

 Some of the characteristics required in the agreement;

  1. It should be in writing and signed by all parties. (good time to have spouses sign as to their witnessing and understanding of the agreements, although they are not signing as a party to the agreement)
  2. Trigger events should be defined and funding and price adjustment; Each event should be discussed as to what will happen as to the price, and the terms. Also, the definition of the trigger event should be in the agreement.  Example: definition of disability? What happens if a person is fired? What happens if a person decides just to leave?  What happens upon a divorce, or bankruptcy, retirement, or death?
  3. Determine the conditions that cause the triggering events.
  4. Determine the price (price per share) at the time of the triggering event.
  5. Methods of Valuation
    1. Fixed price; usually never updated with changing markets, and company condition.
    2. Formula: with all the variables of economic conditions, company conditions and market conditions, it is hard to find an accurate formula for any given company or industry.
    3. Single Annual appraisal (updated annually or bi annually); Suggest the initial pricing of the company by a single appraiser, and then update yearly or every other year.
  6. Define how the triggering event will be funded.
  7. Creating a buy-sell agreement takes future thinking by all the interest owners. There is always the “what if’s” of the future, but owners need to be aware of them and protect themselves.

The BSA is the most important document owners of a business can have.  They must have one.  Without it, there are no instructions as to what will happen, how much they will pay, and how to fund it.  There ends up being chaos, arguing, and lawsuits, not to mention the costs of fighting in the courts.

(Some great resources:  Buy-Sell Agreements for Closely Held and Family Business Owners by Z. Chris Mercer, and Buy and Sell Agreements, Paul Hood)

 

Your Business Worth

by YOUR BUSINESS WORTH, posted in Company Wealth

What is your business really worth?  If you don’t know this figure, don’t feel too bad, many business owners don’t know their real worth!

Why is knowing your worth important?  Think of it this way.

If you were to invest in the stock market, wouldn’t you want to know the current value of the company you are investing in, and the potential of it’s growth?

Business owners put time, money, and in most cases, most of their wealth in their business.  At some point you will want the wealth in your business.  It may because you want out of the business, you retire, you die, or a number of other triggers.

This blog is dedicated to sharing ideas about growing your business while putting you in the position of extracting your wealth…

Enjoy…

 

Tom Perrone

Should A Sole Owner Of A Business Have A Buy and Sell Agreement?

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements

Most business owners put a lot of time and effort into their businesses.  In many cases they would like to leave the business to their family, or at the very least, ultimately sell the business for a future value. However, life events can interfere with their wishes.  Because of this, it is important that the owner has a buy and sell agreement which will smoothly transfer the business to the heirs, but will also help establish future provisions for the family, should they retain the business.

The solo owner can engage into a buy and sell agreement (Called ONE-WAY BUY AND SELL (BSA), or, UNILATERAL BUY AND SELL) with:

  1. Their children
  2. A trust
  3. A competitor
  4. Employee or employee group
  5. Others who may be interested in the business

The reason for the BSA is to provide liquidity to family, and to have an orderly transfer of the business.

Leaving the business to: 

Children:  Not all children are capable of running a business.  In some situations, the inheriting children do not have the experience, the want, or the ability to run the business.  Even if they inherit the business and decide to sell it, they will be at the mercy of the market whims at that time. Competitors will try to buy the business for pennies on the dollar.

Spouse: The issues apply as above.  However, in many cases, the spouse is trying to replace the income of the owner.   There may be a sense of motivation to sell the business for the security of cash.

Competition:  This will allow the family to receive the business value based on the agreed price in the agreement.

Of course, if the family members are very active in the business and want to run the business, a buy and sell agreement can be set up so the children will buy the business for a stipulated price.  The spouse will receive the value of the business This can be done by funding with life insurance, or through the cash flow of the business.

There may be situations which not all of the children want to be in the business.  If that is the case, testamentary provisions can be made to equal out distribution of assets if that is a concern. Continue reading “Should A Sole Owner Of A Business Have A Buy and Sell Agreement?” →