How To Sell Your Company And Transition Into Retirement

Transcription

1 How To Sell Your Company And Transition Into Retirement PHASE 01 Deciding Whether to Sell Your Company PHASE 02 PHASE 03 Managing and Structuring the Sale of a Company Managing New Wealth and Transitioning into Retirement A white paper series sponsored by:

2 Due to the recent uptick in merger and acquisition (M&A) activity for privately held companies, many of our clients and friends have asked our team to outline the many decisions and management processes that are integral to a successful exit strategy. As you know, exit strategies often trigger a large liquidity event. In turn, new skills are required to manage this new found liquidity and new wealth. With this in mind, Templeton & Company, LLP and the T&C Family Office Group prepared a three phase series for successful business owners who want to explore a sale of their company and a transition into retirement (or what we like to call Life 2.0 ). Steve Templeton, Founder & President 2

3 Insights By: Steve Templeton, Managing Partner Pat McKay, Managing Director, Family Office Steven Leone, Managing Tax Partner John Templeton, Partner In Charge of Audit Services Emma Pfister, Tax Partner Kartik Shah, Partner In Charge of Valuation Services Written By: Steven Leone, Managing Tax Partner Dealmakers have been predicting that 2014 would be a great year for M&A, and, so far, they re right. The first nine months of the year yielded 1,721 completed middle-market transactions, the second-highest deal volume for the January-through -September period in five years. Total deal value was $230.3 billion, the highest for the period in five years. Mergers & Acquisitions Magazine 3

4 CONTENTS Phase 1: Deciding Whether to Sell Your Company Various Types of Liquidity Events and Potential Buyers Five Types of Liquidity Events Strategic Versus Financial Buyers Merger and Acquisition Approach Valuing the Business Income, asset and market valuation approaches The Importance of EBITDA and Cash Flow Relevant Valuation Factors Timing the Sale of a Business Key Factors Choosing Professional Advisors & Deal Costs What professional advisors will you need? What does it cost to get a deal done? Making the Decision to Buy or Hold Issues to Consider Summary and Decision Keys

5 VARIOUS TYPES OF LIQUIDITY EVENTS AND POTENTIAL BUYERS THERE ARE AT LEAST FIVE TYPES OF LIQUIDITY EVENTS 1. Sale of a Privately Held Company 2. Leveraged Recapitalization 3. Private Equity 4. Employee Stock Ownership Plan or Related Party Sale 5. Initial Public Offering (IPO) Each of these liquidity events can place cash in an owner s hands, but that is where the resemblance ends. These transactions can produce drastically different results Sale of a Privately Held Company. The sale of a company normally requires the owner(s) to relinquish all ownership and control, produces a final cash out to owners, and involves tough two-sided deal negotiations. This sale can include a purchase by a financial or strategic third party buyer further described below. Leveraged Recapitalization. The company is leveraged with new debt. Cash may be distributed to owners and executives with minimal loss of equity. Management and owners will stay in place with debt guarantees sometimes required by the owners. Private Equity. Sale of all or part of your equity interest with some ability to remove cash. Control is normally relinquished to a new board of directors after tough negotiations relating to valuation of the company on a pre-sale basis. Owners very often stay involved in the ongoing management of the company. ESOP or Related Party Sale. An ESOP is a sale of equity interests to employees. A Related Party Sale may include some type of transfer to family members. We combine these two categories together as they tend to be less adversarial and less expensive in regard to deal costs. Cash is available for distribution to founders at varying levels. Owners and management normally have some ongoing responsibility for a period of time. Initial Public Offering (IPO). Sale of a majority interest of the company to the public normally provides for limited initial liquidity to the founders, with control and oversight through an independent board of directors, and more work and pressure for the next several years. *For purposes of this white paper, we will focus on educating readers about the Sale of a Privately Held Company. Upon your request, T&C professionals can assist you with other alternatives as well. 5

6 About your exit strategy options... Selling a company to an unrelated party is not the only alternative for generating a liquidity event. Selling a company to a related party, a debt financing, or even an ESOP structure can place cash in your hands. On the other hand, as companies get larger and owners want to walk away from a business, third party sale transactions are very often the likely choice. STRATEGIC VERSUS FINANCIAL BUYERS Strategic Buyers are operating companies and sometimes conglomerates with many operating companies and various industry sector players. These companies can be your competitors or same industry suppliers or even customers of your company. They can also be companies from outside of your industry sector and market and totally unrelated to your company. All are looking for growth in certain industry sectors; or to simply diversify into new markets and create new revenue sources. The two main goals for Strategic Buyers include: 1. Identifying new or existing businesses whose products or services may be synergistic with their already growing business 2. Generating long-term value for their shareholders A great example of a transaction that would be attempted by a Strategic Buyer is a Vertical Merger. A vertical merger is a merger between companies which produce different goods or services for one specific finished product. A vertical merger occurs when two or more firms that operate at different levels within a supply chain merge operations. Frequently, the logic behind the merger is to increase synergies created by merging firms that would be more efficient operating as one. Financial Buyers include venture capital firms, hedge funds, private equity firms, family offices and high net worth individuals. These potential buyers are constantly looking for new deals and companies that meet their financial objectives, including a high expected return on investment. Their goal is to identify companies with attractive future growth opportunities and long lasting 6

7 competitive advantages. Once companies are identified, Financial Buyers look to invest capital and create a substantial return on their investment. Exit strategies may include a second company sale or IPO. The Financial Buyer model is quite different from the Strategic Buyer model. In fact, portfolio companies are expected to show results quickly with resale of the company within four to seven years being the norm (hopefully with a great return on investment!). MERGER & ACQUISITION APPROACH Because Strategic and Financial Buyers have different expectations and goals, the way they approach the merger and acquisition ( M&A ) process and key determinants may differ significantly... Deal structure. Very often the Strategic Buyers acquire 100 percent of a company. They can also utilize stock as many are public companies or use roll up strategies to develop synergies and reduce operating expenses. Financial Buyers entice sellers with all cash deals. For those wanting to cash out and walk away, Financial Buyers are an attractive alternative as they often provide all-cash deal structures with the flexibility to meet the divergent needs of the ownership group. They can cash out owners who may wish to retire, while offering some liquidity for owners who want to partially cash out and leave some of their equity in the business. Financial Buyers can also arrange partial liquidity for owners who want some cash but allow sellers to remain in the game with some equity in the business for potential upside. Financial leverage. Using debt is great if the cash flow is substantial. Financial Buyers enjoy utilizing debt. Why not use debt when you can utilize other people s money and still create a high rate of return on your equity? Sellers have to be careful when they maintain equity in the deal as over leveraged companies can get into trouble quickly when projections don t fall in line. 7

8 VALUING THE BUSINESS Before we get into specifics, let s talk at a high level. An obvious starting point when deciding on whether or not to sell a company is valuing the business. We could talk about each and every industry sector and break those down further into their manufacturing, wholesaling and retailing components; but that of course is not possible. Let s review generalities with the understanding that some form of valuation report or other valuation resource relating to your specific business is a must once you decide to move into a sell side decision making process. Knowing these generalities will allow owners and management to understand the valuation process and talk intelligently with your chosen valuation professionals, and of course begin to frame your expectations in regard to the FMV of your business. The key components of valuation include: Size of Company Sales Size and Strength of Balance Sheet Industry Sector Competitive Advantage EBITDA / Cash Flow Growth Potential Management Team INCOME, ASSET AND MARKET VALUATION APPROACHES 1. Generally, income approaches calculate the value of a business by utilizing the net present value of the benefit stream generated by the business (discounted cash flow). The economic benefit such as the seller s discretionary cash flow or net cash flow is capitalized, discounted or multiplied to perform the valuation. Key to the effective use of the income-based business valuation methods is the proper selection of the capitalization rate, discount rate and valuation multiples. 2. Asset-based approaches determine value by adding the sum of the parts of the business (net asset value). The strategy is to determine the business value based on the fair market value of its assets less its liabilities. The commonly used valuation methods under this approach are the Asset Accumulation Method and the Capitalized Excess Earnings Method. 8

9 Fair market value (FMV) is an estimate of the market value of a business, based on what a knowledgeable, willing, and unpressured buyer would probably pay to a knowledgeable, willing, and unpressured seller in the market. 9

10 3. Market approaches determine value by comparing the subject company to other companies in the same industry, of the same size, and/or within the same region. Business valuation methods under the market approach include the Comparative Transaction Method and Guideline Publicly Traded Company Method. These methods rely on pricing multiples which determine a relationship between the economic performance of the business, such as its revenues or profits, and a reasonable and likely selling price. Other business valuation models can be constructed that utilize various methods under the three business valuation approaches. Venture capitalists and private equity professionals have long used the First Chicago method which essentially combines the income approach with the market approach. Determining which valuation methodology to utilize is the decision of the valuation professional and requires a high level of expertise. A valuation report or other form of valuation resource should be used as a guide and will assist you in determining your acceptable sales price as you negotiate with potential buyers. INSIGHT Kartik Shah, Partner In Charge of Valuation Three different approaches are commonly used in business valuation: (1) the income approach, (2) the asset-based approach, and the (3) market approach. Within each of these approaches, there are various techniques for determining the value of a business using the definition of value appropriate for the valuation assignment. 10

11 THE IMPORTANCE OF EBITDA AND CASH FLOW Earnings Before Interest, Income Taxes, Depreciation and Amortization (EBITDA) is a financial measurement of cash flow from operations that is widely used as a valuation factor in M&A transactions involving small and middle market companies. It is not unusual for adjustments to be made to EBITDA in order to produce a normalized measurement which allows buyers to compare the performance of one business to another. Interestingly enough, EBITDA is not a financial measure recognized in generally accepted accounting principles. In today s economy and low interest rate environment, cash flow is a big factor in determining the fair market value (FMV) of a business. With that in mind, EBITDA is a key factor in determining value. EBITDA is not equal to cash flow, but it gets much closer than Net Income Before Tax and Net Income After Tax. Why is EBITDA utilized often as a valuation factor and why are the excluded items ignored (remember the Before in EBITDA)? 1. Items such as depreciation and amortization are not cash expenses. 2. Pre-acquisition debt that generates interest expense will normally be extinguished as part of an acquisition. 3. Income tax rates that are applied to pre-acquisition EBITDA will very often change drastically on a post-acquisition basis due to certain purchased tax benefits that will be discussed in Step 2 of this series. 4. If a buyer is utilizing debt to purchase your business, knowing how much cash (see # 6 below) is available to pay principal and interest on the new debt is a key to obtaining financing and developing an acquisition purchase price. 5. Knowing EBITDA allows a potential buyer to develop a purchase price based on a market approach which compares known company values to your business based on a key factor; which of course is EBITDA. 6. And most importantly, EBITDA closely resembles a pure cash flow calculation for most companies. In regard to the market approach, you will no doubt become very familiar with the term multiple. Choosing the correct multiple or multiples is a key to valuation. 11

12 A comparison of your business is normally made with published data of other like kind companies in order to develop a multiple of EBITDA or some other financial factor or factors such as trailing 12 months sales. As an example; a multiple of sales might be used where the company does not generate positive EBITDA due to enormous R&D or similar expenses. A multiple of sales revenues is very often utilized for technology industry sector companies. INSIGHT John Templeton, Partner In Charge of Audit and Assurance Services So what you have learned here is that EBITDA and multiples based on cash flow or forms of traditional profitability are not the only financial factors utilized to develop the FMV of a business. For now, let s assume EBITDA is the right financial factor for our purpose. As an example, if your EBITDA is $10 million and the multiple is 5 based on the market approach, then a simple multiplication exercise places an initial rough estimate of your company s FMV at $50 million. Are there other factors that go into a valuation exercise? Yes, and we provide the following as a discussion of important always - relevant valuation factors: Growth in Revenue over the last several years and opportunity for revenue growth in the future. EBITDA Margin earnings before interest, income taxes, depreciation and amortization (EBITDA) divided by total revenue. Because EBITDA excludes depreciation and amortization, EBITDA margin can provide an investor with a cleaner view of a company s core profitability. Ability to Leverage Based on Cash Flows buyers are likely to use debt to purchase the business and understanding cash flow is a key. 12

13 Ownership how much of the company will be sold. This amount is not always 100 percent as many sellers quickly find out. Private equity companies are very often requesting some amount of equity ownership be rolled over by sellers as part of a skin in the game and partial self-financing approach when purchasing companies. Liabilities Assumed by Buyer If large non working capital liabilities (items other than accounts payable and accrued expenses) are to be transferred as part of the sale of business, this of course will be a major factor when valuing the business. Real Estate and Other Major Asset Categories Sometimes a business may hold large assets such as office buildings, warehouses, and other individual assets where fair market values are far in excess of their book basis. Or there may be mortgages or other liabilities placed on these assets that must be taken into account (see above Liabilities Assumed by Buyer ). These situations may require adjustment to a market approach valuation. Cash Flow can be different then EBITDA A review of these differences such as Working Capital items and Capital Expenditures may be important. Strength of Management Team INSIGHT Pat McKay, Managing Director, Family Office Strength of Management Team Owners are often under the misconception that existing management may not be important to potential buyers. That is simply not the case in most instances. Replacing current management teams may be very tough. In addition; the current management team staying in place can provide for a seamless transition. We can all agree that an understanding of valuation principles and some preliminary FMV report or other valuation resource is a must when making a buy or hold decision. 13

14 TIMING THE SALE OF A BUSINESS KEY FACTORS Determining the exact right time to sell a business is part science and part art. The following are some key factors when choosing the right time to sell your business. 1. First, plan for the right ownership. First and foremost, the sellers should understand their ownership of the company, and consider whether transfers of shares (to other family members, for example) should take place in advance of the sale for estate and family planning purposes. The objective of this planning is to ensure that the ownership units are in the right hands before the liquidity event occurs. It is critical that this planning and the related sales/ gifts be consummated in advance of any sale transaction or significant engagement in a sales process. 2. Sell on an uptick and not a downturn. Depending on where you are in the sales process and whether or not your company is readied for sale, expect six months (low end) to 18 months (high end) to get a sale completed. With that in mind, project your sales and EBITDA over a two year period. Based on that projection: Can you wait to sell based on excellent growth potential over a long period of time? Is your company reaching its peak quickly as a mature business or for other reasons including disruptive forces such as competition or technology obsolescence? 3. What are the market conditions, industry trends and economic outlook? Interest rates are low. Purchases facilitated with 14

15 debt are one of the reasons acquisitions have heated up. Will interest rates stay low? Will this trend continue? Is you industry sector hot and growing or are there fewer and fewer interested buyers? Is there mass consolidation in your industry sector? Has your business matured with little or no upside? These are important factors in making your decision to sell or just hold on for better conditions. 4. Can you get the deal done? Testing the market can be costly as deal fees are high. In addition, the time devoted to a failed deal can be draining for a private company. Placing your business on the market may also leave you open to increased competition and opportunities to lose business. Make sure a deal is possible before moving forward. 5. Alignment of shareholder and key executive objectives. You may need to understand all of your shareholder needs (not just you as the majority shareholder) and may have to take into account the reaction of your key executives. Are you ready to tell the executives of the company that you are thinking about selling the company? Maybe you need to look at everyone s potential reaction and how that plays into your decision and the ultimate valuation of the company. Will you lose key executives if the communication does not include some upside for those staying on after the sale (e.g. stay bonuses, share of the deal...)? You do not want to be begging for approval from shareholders and negotiating executive employment agreements when the perfect offer approaches. In this regard, ducks in a row is not just a saying, it is imperative to a successful transaction. This process can take time and can delay a deal for several months. As such, operating your company during a disruptive deal period is a key consideration. 15

16 6. Deal opportunities are time sensitive so be ready for anything. If you are seriously thinking about selling your company, understand the process and be ready to make important decisions. Sometimes those looking to sell a business turn down a great offer because they are not ready to make a decision. Make sure that the company has cash for a long run way and doesn t find itself in a must sell situation. Top advisors are essential and knowing they are on your side and have all due diligence issues covered is a must. Scrambling for information such as audited financial statements and executive compensation agreements is a sure game stopper. Again, have enough relevant information and expert advisors on your side and be ready to make tough decisions. INSIGHT Steven Leone, Managing Tax Partner Timing is a moving target, but if you do your homework and become educated about buyer requirements, trends, economics, and specific industry current events, you will be able to make a more informed decision and create your own Timing of Sale Decision Matrix. 16

17 CHOOSING PROFESSIONAL ADVISORS AND DEAL COSTS After reading this white paper you should be able to begin a dialogue with your current professional advisors regarding this subject. That is a start. How far your current advisors can take you is a question you will need to answer. If you are not confident that you can make that decision you may need a business consultant to assist you. High quality professional service firms such as Templeton & Company, LLP can fill this role. WHAT PROFESSIONAL ADVISORS WILL YOU NEED? Certified Public Accounting Firm (Tax, Audit, Consulting) Valuation Professional Law Firms (Business/Estate Planning Attorney) Business Consultant (as needed) Business Broker, Investment Banker or other Finance Professional A team of professional advisors for a sizable sale is a must, not a luxury. Attorneys do not replace CPAs and vice versa. They have different roles and you will need both to get through a deal. Very often in M&A transactions, your current CPA and legal advisors may be replaced with or supported by experienced accounting, tax and legal deal side experts. In order to place a sizable company on the market, an investment banker is a requirement for a third party sale. Business brokers are often utilized for smaller deals. An investment banker is more sophisticated with a larger professional pool and expertise and skill set, including many different types of professionals (researchers, analysts, business development teams) within a single investment banking firm. 17

18 WHAT DOES IT COST TO GET A DEAL DONE? Investment banking success fees based on sales price. As advisors on many deals, we often see success fees at the high end of middle market deals as low as.75 percent and as high as 7 percent for those more challenging sell side projects. With the aforementioned guideline; investment banking fees can be well in excess of $1 million for a typical deal. Success fees for selling a business in the $10 million to $30 million range are typically 6 to 8 percent of the final value. This means that the M&A firm that successfully completes a $25 million exit transaction will usually be paid a fee at closing of about $1.5 million to 2.0 million. INSIGHT Emma Pfister, Tax Partner We have included a short discussion of Estate Planning in our Phase 2 White Paper Series. It is important to note that Estate Planning Strategies often yield maximum value when implemented long before a decision is made to sell a company. An analysis of the sellers (1) long term objectives and (2) the expected value upon sale of a company; will assist in the determination of the types of trusts (CRT, IDGT, GRAT,..) and gift allocations to be utilized as part of any strategy. For transactions over $100 million, success fees are usually in the 1 percent to 3 percent range. This means that a firm executing a $100 million exit will typically receive a success fee in the $1 million to $3 million range. The larger and less challenging a deal is to accomplish (hot business sector and great company) the easier it is to negotiate a lower investment banking fee. Where success fees become more challenging is in the smaller size transactions because the amount of work required to sell a $5 million company may be in line with the work required to close a much larger deal. 18

19 Accounting, tax and legal deal side experts. In regard to accountants and lawyers, they normally charge by the hour no matter what the size of a deal. Sometimes hourly charges can be large for a small deal due to the complexity of the legal structure and enhanced due diligence requirements by buyer s attorney and accountant. We will talk later on in Step 2 regarding financial audit requirements and the implementation of a Data Room or Virtual Data Room. A Data Room provides potential buyers a place to go for all needed due diligence items relating to the business being sold, including; legal documents, financial statements, tax returns and leases. Legal and accounting fees can run from $50,000 for a $5 million deal and from $500,000 to $1 million for a $100 million deal. Again, complexity of sale structure and the needs of acquirers accountants and attorneys are keys when estimating these hourly expenses. Valuation Services. Fees can range significantly and depend greatly on the size and complexity of the company being valued. A full blown Valuation Report is more expensive than a Calculation of Value or other types of minimal valuation reporting deliverables. In fact, you may begin with just a Calculation of Value rather than a full blown Valuation Report to provide you with an idea where you stand. Valuation deliverables (depending on the scope of the report) normally range between $10,000 and $100,

20 MAKING THE DECISION TO BUY OR HOLD ISSUES TO CONSIDER 1. First and most important is to answer the question, What are my primary business goals (i.e., near term cash, longterm value, ongoing control of business) and the relative priorities of those goals? If liquidity is your only goal, a simple debt recapitalization or even a transfer to a related party may generate the outcome that you want. At the other end of the spectrum, if you want to exit the business fully and want no further involvement, a sale to a third party buyer may be the right alternative. 2. Become educated with the process and important decision factors. A White Paper such as the one you are currently reading or an even more detailed treatise on the subject is a great place to start. 3. An initial meeting with your CPA and legal counsel to fill in the holes is a great idea. If your CPA and attorney are not experienced with such matters, find advisors that can help you and start a relationship. Talk about your thoughts and expectations and request initial guidance regarding a potential sale. Explain that you are in the decision making process and are not ready to structure the sale. This could take several hours and a few meetings, but should be completed within a week or two if everyone is focused. 4. Receive some expert guidance regarding the valuation of your business. A full blown report is not necessary immediately, but make sure to get something in writing as a means of being able to discuss with others and educate yourself as to how valuations are calculated. It is a worthwhile exercise. Certainly a range of values is necessary to make a decision in this regard. 20

21 5. Talk to two or three investment bankers without committing. Explain your process and ask them about the industry sector that your business is in. We suggest that you ask the investment bankers about FMV before producing or providing your valuation work described above. This is a means of comparing your valuation professional s opinion or thoughts on FMV and vice versa. Corroborating valuation information can be very helpful and assuring when making a decision to buy or hold. 6. Have your CPA prepare a Projected After Tax Net Proceeds Analysis so that you have an understanding of what your net cash position might look like after a sale of the company. Avoiding surprises is a wise choice in this regard. 7. You may need to communicate with other shareholders and even key executives. This is a tough subject to broach and you must use your best judgment as to when these persons should be brought up to speed. How important are key executives to the business? Do you have the right executive team in place? Talk to your advisors about agreements and strategies that can be utilized to alleviate related issues with these groups including covenants not to compete, stay bonuses, and compensation agreements. Remember, a top notch management team in place at the time of sale will add value. 8. Continue to communicate as often as you need with your professional advisors to make this important business decision. 9. If the decision is I am ready to sell my business, and you are satisfied with your current ownership structure, move on to the next section of this white paper series, Phase 2: Managing and Structuring the Sale of a Business. 10. With the help of Phase 2, you can begin the implementation process with a Team Strategy Meeting. At this meeting players will outline the aforementioned goals as well as any legal or financial hurdles standing in the way of a successful transaction. 21

22 SUMMARY AND DECISION KEYS Gain an understanding of the M&A process. Plan and consummate any ownership transfers in advance of pursuing a sale transaction. Search out experienced deal side professional advisors. Determine the right liquidity event for you. Develop an understanding of potential company FMV and after tax net cash proceeds from a sale. Determine the appropriate timing of a sale. Templeton & Co. West Palm Beach Office We hope that Phase 1 of How To Sell Your Company And Transition Into Retirement has been helpful. The T&C Family Office Group and Templeton & Company, LLP professionals are ready to guide you through this most important decision. Begin the process we described above with a call to either of our offices in Fort Lauderdale or West Palm Beach. 22 Templeton & Co. Fort Lauderdale Office

23 ABOUT TEMPLETON & COMPANY, LLP AND THE T&C FAMILY OFFICE GROUP Templeton & Company, LLP is one of the leading accounting and management advisory firms in Florida with offices in West Palm Beach and Fort Lauderdale. We give trusted advice to our current clients and we promise enthusiasm for helping both new and existing clients improve financial results. We provide audit, assurance, tax, management consulting and valuation services to clients throughout the United States and Internationally. The T&C Family Office Group is a division of Templeton & Company, LLP. The T&C Family Office Group grew out of the need of our high net worth clients and those with family-owned businesses to work with a team of dedicated and talented professionals who provide traditional accounting and advisory services combined with a unique blend of services tailored to meet the specific needs of each client. We are known for our innovative approach in helping businesses and their owners define and achieve success. For those families and businesses that first became our clients more than 20 years ago, our personal service, accessibility and accountability were important attributes in wealth building and family planning. Those attributes are still at our core identity and are responsible for our consistent record of growth. We can provide a variety of services to meet your individual needs including: Interim CFO / and Transaction Preparation Consulting Audit, Assurance & Due Diligence Sell Side and New Wealth Tax Structuring Valuation Services Multi Family Office Management Wealth Management, Preservation & Referral Services Personal Accounting & Administration Investigative Services Asset Management Compliance & Regulatory Assistance Due Diligence Management Technology & Management Reviews Please contact Pat McKay, Steven Templeton, Steven Leone, John Templeton, Emma Pfister or Kartik Shah for further information regarding our services and commitment to your success. 23

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