Transferring Stock does not mean you have to give up control. 

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements, Executive Benefits, Key People_Or Group, Tax Efficient, Uncategorized, Working On Your Business

  A stock option plan is an option to give the key employees more incentive to stay with your company and potentially purchase your company.   Usually the owner will sell to the employee (or employee group), 10%-25% in total.  The amount of the stock will always be less than the majority of the stock.   

 The key person has a better chance of financing future stock purchases from financial institutions by owning this amount of stock in the company.   This creates the building blocks of a future sale for the current owner.  

This percentage of ownership doesn’t give the key employee control of votes during shareholder meetings.  The majority owner can maintain control over the voting as long as the Articles of Incorporation and the Bylaws have been properly structured.   

Another options is to issue only non-voting stock to the key employee(s) in Tier 1.  By amending the corporations’s Articles of Incorporation, you can issues non-voting shares.  You can even do this with S corporation.  The one class rule of an S Corp does not apply as non voting stock is not considered a second class of stock for purposes of this rule.   

CONTROL IN SELLING YOUR COMPANY  

Usually corporate laws generally require at least two-thirds approval by the shareholders when the corporation has a major event as selling the company to a third party.    As long as you maintain at least that amount of percentage ownership, will have the ability to control the decision regarding a future sale.  Continue reading “Transferring Stock does not mean you have to give up control. “ →

PREPARING  YOUR BUSINESS FOR A FUTURE SALE

by YOUR BUSINESS WORTH, posted in Company Wealth, Income from your business, Selling Your Business, Tax Efficient

In some cases, when a business owner wishes to sell their business, they may not be in the best possible position.  For example, they may be a C corporation.  Because of the double taxation of the C corporation, it does not create an effective tax environment for selling the business.   Consequently, positioning to a pass-through entity would be more advantageous.  However, that takes time to arrange.

The principal advantage of this flow-through entity structure is that dividends can be paid by the company to the owners without additional tax.  In other words, the dividends can be placed into the hand of the owner with having only incurred taxation to the owner, not to the corporation and then the owner.

Under a C corporation, when the corporation distributes dividends (distribution) to the stock holders, the corporation must pay a tax on the corporate side, then the recipient pays tax on that distribution.  Dividends are not tax deductible to a corporation, so consequently there is the double tax. Bottom line, double taxes!

When you have an S corporation or LLC the Key employees can receive its share of company dividends free of additional taxation and use the dividend proceeds dollars-for dollars to pay for their stock investments.

It is important that in the future when you consider exiting your business, you start the process of planning with the most effective tax structure for the future. The C Corporation is fine when you are not in exit mode, and there are no dividend distributions.

Timing is important as it takes time to move from a C corporation to another form of pass through structure, such as a LLC or S corp.  Early planning will be a benefit.

A change from C Corp to a pass-through company can have tax ramifications, so planning is essential in when to, or if to, make this move.

Tax on Assets:

If you sell an asset of the corporation, it is possible that there is a corporate tax on that sale.  However, if you sold an asset of an S corporation, there would not be a corporate tax.

If you are considering changing your business type, we suggest you discuss this strategy with your tax advisor. 

Creating Cash Flow In Your Business

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements, Company Wealth, Key People_Or Group, Passive Ownership, Selling Your Business, Uncategorized

Selling your business to a key employee, or a group of employees.

Assuming that all of the purchase price is to come from the key employee (s), you can help the purchase, by (a) using a stock dividend distribution, or (b) bonus of money to the employ, such as a bonus executive program.  (See Restricted bonus agreement). 

It is important that the company have consistent cash flow, (discretionary cash flow;) to use for this purpose.  (This is the cash generated by the company which is not needed to run the operations, for debt service or capitalization of the business).

Planning for the sale of the stock to insiders, and cash flow; 

It is important to have a accurate idea of the yearly cash flow.  For example, if the discretionary cash flow is $1 million a year. You might commit 10% of the company, or $100,000 a year to help pay for stock.  Continue reading “Creating Cash Flow In Your Business” →

Key group wants to buy your business, but do they have skin in the game?

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements, Income from your business, Key People_Or Group, Selling Your Business, Uncategorized

When considering the transfer of stock to a key employee, or a group of key employees, (referred to Key group), you need to determine how much they want to be involved in the company, and the risk they are willing to take in the future of the company.

In Tier One of the purchase, the key group will purchase stock.  They purchase stock from future salary, financing, or from future cash flow in the form of dividend payouts.

It wouldn’t be uncommon for the owner to want to see the purchasing employee put some skin in the game.  Seeing the employee be committed allows the employer to consider future financial programs to help the employee purchase the balance of the stock under Tier 2 (the selling of the balance of the stock). 

The owner in most cases will look at the bottom line what they want in the end and the financial capabilities of the key employee.  Smaller employees will try to make it easier for the key person to purchase the stock.  Using a bonus plan to help them buy the stock can be a very useful tool for both parties.  The employer gets a tax deduction, while the employee has additional funds to purchase equity in the company.

Using lower valuation for a better cash flow when business is sold Continue reading “Key group wants to buy your business, but do they have skin in the game?” →

Planning For The Tax Efficient Insider Sale!

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements, Company Wealth, Inside Sale, Passive Ownership, Uncategorized, Working On Your Business

The sale of your business to an insider requires the simultaneous presence of a capable insider purchaser coupled with your intention to exit.   The reason is the “capable insider” who wishes to purchase your business is not interested in hanging around forever waiting for you to decide to sell.  Without   a solid commitment from you on the timing of your exit, prospective purchaser will ultimately become disinterested.

There is also the possibly of you having to finance part of the purchase price.    Chances are that you will be helping finance part of the sale, which represents actual years after your exit, which you are tied to the company.

Using a two-tier system for the purchase of your interest!

Under a two-tier   purchase system, a portion of your stock would be transferred to your inside buyer initially, and the balance would be transferred when the business is sold.

By using the two-tier purchasing system, there are a number of advantages:

  1. Providing stock ownership to a key employee today can provide incentives for better job performance.
  2. It can help reduce the risk that they will be attracted to a job offer from a competitor and ultimately leave you with your company secrets.
  3. Improves the likelihood of a bank financing the balance of their purchase in the future at your final exit.
  4. It gives them “skin in the game” when they contribute some of their funds to purchase some of the stock, giving them additional motivation to help the company be successful.
  5. Allows you to become a mentor to your key employee to further develop their skills under your watch, while still controlling the company.

Continue reading “Planning For The Tax Efficient Insider Sale!” →

Building Business Value Techniques!

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

If you permanently left your company today, would it continue with little effect on cash flow?  If so, would you consider this a transferable value? Transferable value is a driver that is critical for business growth.

A company management team is instrumental in growing cash flow and business value.  When a business has the capabilities of having little disruption with its cash flow when an owner leaves, you have a valuable transferable value.  A key component of building transferable value is Next-Level Managers. Usually they are experienced working for larger companies. They know how to grow companies and know how to attract people with experience and the skill to help run a company.   This level of management will demand more money, perhaps ownership as a condition of employment.

Next level management (NLM) and future changes!

  1. To attract NLM, it involves training and coaching for the existing management. When adding NLM it may involve replacing current managers who underperform.
  2. The decision to replace existing management is difficult and hard for many owners, as current management members have been loyal to the company. However, they may be moved to another position with the same type of responsibility.  They are good employees, but NLM do a much better job in the management position.
  3. Engage management consultants and outside resources to create more growth. NLM work well with these professionals.
  4. Owners provide leadership and motivation for management. Owners should design plans that provide strong incentives to management to remain with the company beyond the owner’s exit.
  5. Motivate employees to perform at higher levels, create a culture.
  6. Financial incentives designed to grow cash flow or business value is more likely to achieve the value or cash flow necessary to support the owners’ exit goals and value growth of the company.
  7. Top management must stay in the business when owners leave, or they don’t have a transferable value and will not achieve the goals when the owner exits. Incentive benefit plans help keep top management employees involved after the exit of the owner.
  8. The use of a “non-qualified deferred compensation plan” or NQDC Plan which involves a benefit formula and vesting schedule, highly motivates management to stay on.
  9. When you cobble the benefit formula to a performance benchmark it is possible to increase cash flow and profitability for the company.
  10. The vesting schedule in the benefit it makes it hard for the top management person to leave. They will leave too much on the table. The vesting schedule give the employer the benefit of keeping a top level management.  The employee benefits as the company can offer a richer benefit knowing the reward the employee receives is tied into the company’s profitability.
  11. The appeal of incentive plans for key employees (management) is understandable: To create transferable value, someone other than the owner must be similarly motivated to grow value and the cash flow necessary to achieve the owner’s exit goals and continue the company beyond the owner’s exit.

Operating Systems That Enhance The Transferable Value Of A Company!

Continue reading “Building Business Value Techniques!” →

LOOKING WITHIN FOR YOUR POTENTIAL SALE OF YOUR BUSINESS!

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

A major challenge for a small business owner is selling their business for the right price and to the right purchaser.  However, in most cases we find that many business owners don’t spend the needed time to do this planning.  Consequently, they jeopardize the potential sale price.

Many small businesses will not be purchased from an outside purchaser, (about 5%), but the sale could come from either family members or inside employees of the business.

A 2003 study suggested that owners felt nine out of ten family owned business leaders thought their business will continue to be run by the same family or families in the next five years. [1]

You may have considered keeping the ownership of the business in the family and may have already gifted stock or sold stock to your children.  If this is the case, your planning should be more directed to other parts of the financial life, and possibly the role as a passive owner in the business.

Continue reading “LOOKING WITHIN FOR YOUR POTENTIAL SALE OF YOUR BUSINESS!” →

The Four Life Changes Of A Business Owner!

by YOUR BUSINESS WORTH, posted in Buy and Sell Agreements, Company Wealth, Income from your business, Passive Ownership, Selling Your Business, Working On Your Business

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), or the economy crashes?  

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.

Why the typical business owner thinks about these issues, is because they know they put a lot of sweat, tears, money, time  into their business.  They have most of their wealth in the business,  and know that they have no way of extracting that wealth when these events happen!

What if I don’t’ want to do this any longer and just want to drop out? 

Think about it!  The business owner has most of their wealth and time tied into this business.  In most cases it is very difficult to just stop doing what they are doing, lock the front door and leave the responsibility, wealth and reputation behind.  They still need their wealth in the business to maintain their life style.

Business owners are human beings and sometimes they just get tired of doing what they are doing, they burn out.   Sometimes they feel they are trapped and living a life of desperation.  They are making a nice living, and seeking to make a great life  for themselves and their families.  Chances are when they started the business they were only looking for a place to go, a position, a paycheck, and with a little luck a dream. The stress of running a business can take its toll on the businessman and the family.

They need the wealth they have invested, but don’t have a way of selling the business at a reasonable price.   Can the business be sold to an outsider?  Or, is there someone inside the company who will buy the business?  If so, do they have the money?  Is there someone who would run the business while the owner keeps their hands in the business?  Or, do they liquidate it?   Many times, even if a business owner sells their business, they find that after the taxes and expenses there’s not enough capital at a guaranteed rate of return to produce the income needed to keep the business owner and their family in the lifestyle they been used to. Because of this factor, more stress is added to the business owner and their future income. Continue reading “The Four Life Changes Of A Business Owner!” →

The Small Issues Which Business Owners Need To Know About!

by YOUR BUSINESS WORTH, posted in Company Wealth, Income from your business, Selling Your Business, Working On Your Business

The Small Issues Which Business Owners Need To Know About!

When working with business owners, it is important to communicate many of the overlooked issues which may blindside them and cause disaster in their financial future.

Small issues turn into major problems bringing with them costly consequences. Many of them are obvious, and can be game changers in your future.

Whether you are an advisor or a business owner, some of the ideas I put forth will help you communicate these overlooked issues.

Estate Planning

I am sure if you asked 10 people to describe what estate planning is in one sentence, you would get 10 different answers.

At one time most advisors and business owners  would suggest that estate planning is about reducing taxes.  However, I would disagree that estate planning is just  about paying death taxes and mitigating estate costs.

To me, estate planning consists of three phases, creation, preservation, and distribution.  Each of the phases is distinct in and of themselves.

Creation is the concept of money, and accumulating.  Implementing strategies, which allow estate owners to create wealth, and avoid losing wealth by making financial mistakes.

Preservation is about protecting what you have from, inflation, lawsuits, expenses, and taxes. 

Distribution is the orderly distribution to your heirs.  It also is   a phase where the estate owner can distribute wealth to certain beneficiaries, at the least cost possible.

DORIS DAY:  THE EXAMPLE

Doris Day’s husband died in his 60’s.  He had taken care of all the financial areas of their life.    After his death, Doris Day did not know what she had, or what she owed.  The net result was she ended up owing a fortune to the IRS, in income and estate taxes.

Business owners not only have needs as business owners, but also have needs as individuals. Consequently, it’s not only the business planning that needs attention, but also a coordination of their personal situation.     In many situations, the owner’s planning is more complex because of the business ownership.

Continue reading “The Small Issues Which Business Owners Need To Know About!” →

The Complexities and Issues of Business

by YOUR BUSINESS WORTH, posted in Company Wealth, Selling Your Business, Strategies of growing business, Working On Your Business

A chief concern for many business owners is how to arrange the orderly transfer of business to the next generation of family members or key employees. By far the biggest concern is how to keep the family business and the family. It is estimated that more than 70% of family-owned businesses do not survive the transition from the founder to the second-generation.

There are essentially three levels of the business succession plan.

Management; this is day-to-day management of the business which can be left to one person, one child or a group  of children. Also, this group might not be active in the business. This group could also include key employees rather than family members

Ownership; most owners would prefer to leave their businesses to the children that are active in the business. However, not all the children might be involved. Owners would still like to treat their children fairly, but not necessarily equally. Consequently, if the business interest is not left to a group of children, some other value would be left to the non-business children. A subset of this topic is whether the business owner will need a continued economic benefit from the business after the transfer. Also, will the business owner continue to control the business after the transfer is complete.

Transfer taxes; estate taxes can erode business value.   The question would be is there enough liquidity to take on the debt and keep the business going? This is truly a challenge to high-value business especially with a estate tax being a moving target as to the exemptions and percentage of taxations.

 Level I management

It might take many years for an owner to train the successor management team so that the business can run automatically. This allows the owner to walk away from the day by day operations. To do this the owner must give up control and tasks in which they ordinarily controlled. This is easier said than done. Whether the owner creates a management team with the next generation, or a key group of employees, the owner must learn to delegate important tasks.

Continue reading “The Complexities and Issues of Business” →