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Family Business Alliance

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Your 7-Step Plan for Creating Chaos in Your Family Business

This article was originally published by Warner Norcross + Judd and has been republished with consent.

William Lentine

Most business owners know that proper succession planning can help keep their business running strong into the next generation. They understand the importance of creating a plan to prepare heirs and key employees to run the business when it is time. But sometimes owners are busy and fail to plan for the future of their business in a timely manner.

Executing an unplanned transition when the family business leader becomes incapacitated or passes can be painful for the family (at an already difficult time) and potentially damaging for the business. Families in this situation often engage Warner to help them create a path forward for the business.

We think it makes sense to offer some lessons learned by these families as a resource for current business owners. Instead of offering a typical “best practices” list, we took a different approach. Here are some “worst practices” that will surely wreak chaos in your family business after you pass – from families who have experienced an unplanned business transition

7 Ways to Create Chaos in the Family Business After Your Death

  1. Don’t document your good intentions. Think about succession planning for years, but don’t document any of your thoughts or planning ideas for the family. Or, to make it really interesting, keep jotting down ideas on various notepads, napkins or sticky notes over the years, creating obvious contradictions between the ideas.
  2. Leave business ownership to your family but without a skilled operator in charge of it. This spreads chaos over the widest possible range after your death, affecting family members, employees, customers, suppliers and professional advisors when the battle lines are drawn between children and possibly your spouse as they wrestle for control of the company while dealing with their grief.
  3. Pick one winner. Leave both the business equity and control to one child that seems reasonably responsible and ask them to do the “right” thing for their siblings and remaining parent. For maximum family strife, the “responsible” child should be married to a spouse who is greedy or difficult to deal with.
  4. Don’t do any estate or tax planning. This way your heirs will not only struggle with the above issues but will also inherit a huge tax bill that they were not expecting and will have to cover by taking out loans or by selling the business.
  5. Micro-manage future leaders. Allowing your children or other key employees to manage portions of the business will allow a leader or group of leaders to naturally emerge, whereas micro-managing those heirs and other key employees in their current positions will ensure that they won’t learn how to lead, make decisions or accept responsibility.
  6. Don’t discuss the future of the family business. Avoiding these conversations ensures that you won’t know whether your heirs or current managers actually want to run the business and allows you to create a pressing sense of obligation for the next generation to work in or run the business. Even better, this sense of obligation can create next generation business leaders who are resentful or who lack the passion that you brought to running the business.
  7. Keep your professional advisors under wraps. Failure to introduce your professional team to your children can create havoc for your business because neither of these groups will be prepared to handle the inevitable difficult discussions that ensue during a transition. Plus, your children will not know and may not trust your attorney, CPA, investment advisor or other professional advisors, adding even more obstacles to this transition.

Having No Plan Can Also Cause Chaos in Your Business

Naturally, we wouldn’t expect you to do any of the things on this list on purpose to cause disruption and bad feelings in your family. But sometimes, not planning for the future can have the same impact on your family as if you had intentionally tried to cause chaos, leaving loved ones in a less than desirable position down the road should something happen to you.

Many of the steps involved in successfully transitioning a family business can take years, even decades to complete, so it is better to start planning sooner rather than later. Contact your Warner attorney or Bill Lentine at wlentine@wnj.com or at 248.784.5061 to begin planning for the eventual transition or sale of your family business.

Originally published by Warner Norcross + Judd.

Rightsizing Risk Series: Creating Value for the Future

As the economy begins to emerge from beneath COVID-related restrictions, many uncertainties remain in the small business sector. But one step you can take to right-size your risk and improve your opportunities for future growth is to make sure you have good financial management and tighten your financials, according to John Ruther, managing director for consulting firm O’Keefe. He was interviewed by Sheri Welsh for The Welsh Wire podcast, sponsored by the Family Business Alliance.

“Making sure that somebody can see three to five years of really good solid financials, that you can’t poke holes in, it turns out to be really valuable,” he says.

Ultimately, the goal of good financial management is to create value for the future, Ruther says.

“And obviously, if something’s not valuable anymore, then there’s not a need for it. So as long as you’re keeping it valuable, then that makes all the sense in the world.”

Ruther also says it’s also important to expand company knowledge and expertise beyond the firm’s founder.

“In a lot of cases, you’ll see that the people who work for or work within that company look to that person to make all those decisions. So when it comes time to look to either pass it on or exit or take a look at even expanding the customer base, [if] it’s that person that is the reason that the business is so successful [then] it’s really important for you to start to pass that information on to somebody else.”

He also says you can help future-proof your business by spending time now in strengthening relationships and building trust with suppliers, bankers, etc.

The Family Business Alliance serves to advance family businesses in West Michigan with the tools, strategies, and partners to achieve multi-generational success.  We provide educational opportunities, events, and resources that will assist you to elevate leadership, navigate governance and create connections. 

Rightsizing Risk Series: Fraud in the Family Business

The Association of Certified Fraud Examiners expects employee embezzlement to increase by 71 percent over the next 12 months. Is your family business prepared?

One of the simplest steps to take is regularly checking your bank statements. “I know that those of you that are business owners may think, ‘Oh, I don’t have time, I have people to do this for me,’ but I will tell you, you will catch a lot of things if you periodically run and check the bank statement, just scroll through and see what a few things are,” says Kristen Spence, Fraud & Litigation Manager for Hungerford Nichols CPAs + Advisors.  

Other topics discussed during the 30-minute podcast include how to spot red flag warnings in payroll operations, securely manage manufacturing inventory, and reduce risk by implementing proper internal controls.

Those formal internal controls are especially important for small family-run businesses, says Katy Felver, Business Advisor for Hungerford Nichols CPAs + Advisors.  “It’s a little bit more challenging to put internal controls in place [but] it is possible,” she says. “And it isn’t because I don’t trust you, it’s because we’ve got to have each other’s backs. We always have to make sure that we’ve got it like you’re watching me, I’m watching you. We’ve got transparency and honesty going on,” continued Felver.

For any business owner, there is no substitute for knowing your employees and knowing what’s going on.

“Kind of my motto is when you’re a business owner, if you’re able, keep your finger on the pulse of what’s going on in your organization,” Spence says. “And a good way to do that is, honestly, hang around the water cooler. Get to know your employees. And if they are comfortable with you, eventually, they will start telling you things that they wish they had told you,” she stated.

Spence and Felver shared their advice for managing fraud risk when they were interviewed by Sheri Welsh for The Welsh Wire podcast, sponsored by the Family Business Alliance.

New Research Suggests Family Business Profit in Risk Taking

Family businesses perform better in highly competitive environments if they invest in risky activities like mergers and acquisitions, according to new research on risk aversion versus performance in family-owned firms.

Ana Gonzalez, Director of the Family Owned Business Institute and Assistant Professor at the Management Department at Grand Valley State University, talked about her findings when she was interviewed by Sheri Welsh for The Welsh Wire podcast, sponsored by the Family Business Alliance.

Female Leadership in the Family Business

New research on gender diversity in family businesses shows that women tend to be more upbeat about business performance than men — but that changes if the women are in leadership positions, according to Ana Gonzalez, Director of the Family Owned Business Institute and Assistant Professor at the Management Department at Grand Valley State University. She was interviewed by Sheri Welsh for The Welsh Wire podcast, sponsored by the Family Business Alliance.

 

Why Won’t My Parents Retire and Let Me Run the Family Business?

This article was originally published by Warner Norcross + Judd and has been republished with consent.

Bruce Young
Partner, Warner Norcross + Judd

If you have spent your career preparing to take over the family business, it can be frustrating to wait for the senior generation to decide that they are ready to retire. It also may be hard to understand why mom or dad chooses to keep putting in the long hours and would rather deal with the challenges of the business instead of retiring and enjoying life.

For the next generation, the waiting is even more difficult if your parents have not created a succession plan. This causes great uncertainty regarding the role each person should be preparing for and how a successor will be chosen if a parent passes away without a plan.

Sometimes the wait exists because the parents may still enjoy running the business. They likely are in no hurry to let go of a company to which they have devoted their lives. Or, parents may not wish to deal with the complex emotions, the fear of the unknown or the hard feelings associated with choosing successors. These issues and others can create barriers to planning for a transfer of the business to the next generation.

If you want to help your parents focus on succession, it is important to understand the issues behind their reluctance to do this planning and understand the strategies for addressing them (warning: it might take years). Below are some common issues that our succession planning attorneys, working with the family’s other professionals, help families overcome to begin preparing for ownership transition and creating a succession plan.

Coping With Reasons Why Parents Won’t Leave the Business

1.They are uncertain about how they can be financially secure away from the business.
This one is huge, and succession will not be addressed if this concern is present. However, many options exist to solve this problem, and your wealth advisors and your attorney can certainly help you find one that is right for your family.

    • Common approaches include taking higher pay for a few years and saving it, selling a      portion of the equity back to the business or to other family members, creating deferred compensation arrangements, or retaining assets to lease back to the operating business.

2. Their identity is tied to the business.

    • A parent may be able to identify a new role for themselves that is related to the business such as: Chair of the Board, consultant, informal advisor, trainer/mentor, representative to industry associations or other related groups, etc.
    • Depending on interests and skill sets, a parent can develop a new role relating to a family foundation, family investments, family governance, next-generation education or a family office.

3. They worry that their life will lack purpose without the business to run.
After they have devoted decades to building a business, it may be hard for them to see that they could have an important purpose elsewhere.

    • Help them realize that as they transition the business to someone else, they can use their lifetime of experience to benefit others. Examples of new ventures could include starting a consulting firm, speaking on business or motivational topics, serving on boards of other companies or nonprofits, leading philanthropic organizations, teaching business classes at a college, working with local business associations or business startup programs, or coaching students in business/entrepreneur programs such as Junior Achievement or DECA.

4. They believe successors are not ready to run the business.
Find out what their specific concerns are and take steps to alleviate these concerns.

    • Seek opportunities to demonstrate the ability to succeed, including rotations through all functional areas of the company.
    • Engage in learning and development such as an executive MBA program, leadership courses, mentorship plans, connections with other business leaders, and working with consultants or mentors from other businesses.

5. They believe that they are irreplaceable.
Some of the strategies mentioned above can help with this concern too. However, this one may be difficult to address without outside help.

    • Make sure the senior generation gets exposed to the skills and successes of next-generation family members and a well-functioning management team.
    • Identify friends or business acquaintances who have successfully transitioned their business who might be helpful examples or resources.
    • Consider meetings with former owners of multigenerational businesses now managed by the next generation. This could provide understanding of the issues they faced during the process and help gather best practices.

6. They are avoiding hard feelings that will occur in the family when a successor is chosen.
This is where a good succession planning attorney or advisor can help your family design a plan that creates a win-win situation for the members of both generations.

    • You may need to enlist additional help to move your parents to realize that if they want to ensure the continued success of the company after they are gone, they need to make decisions now that will make that happen. Help them see that it is bad for the business and for the family to have the children fighting for company control while working through their grief after a parent’s death.

7. They equate retirement with a decline in health or even impending death.
Everyone has heard a story about someone who died soon after retirement, and even though this is rarely the case, some people still equate retirement with the end of an active, healthy life.

    • If you have solved issues #2 and #3 above, this may cease to be a worry for them, since they will be plenty busy. But if this worry still exists, there are plenty of resources and professionals to help you work through this issue.

8. They fear losing their prestige in the community (the business leader and/or the spouse).

    • This is tough to deal with, although having the leader continue working in a new role in the business, foundation or family office – one that still provides opportunities for networking, speaking engagements and social visibility – could certainly help.
    • Finding a board position or a leadership position in another organization, such as a nonprofit or industry organization, can also help with this.

If you are in a waiting situation that appears to have no end in sight, perhaps it is time to engage someone to help you have conversations about the future of the business. Our succession and estate planning attorneys can often facilitate these conversations and help families start planning for a successful business future. If you have questions related to succession planning or transferring the ownership or control of a family business, please contact your Warner attorney or contact Bruce Young at byoung@wnj.com or 616.752.2144.

Originally published by Warner Norcross + Judd.

Exit Planning Series – Are you Ready to Make an Ownership Transition?

This article was written and originally published by the DWH and has been republished with consent.

DWH and Adamy Valuation began a series called “Tactical Tuesdays” in 2020 in response to the impact of the COVID-19 pandemic on our clients and business partners. The goal of “Tactical Tuesdays” was to provide up-to-date information that would allow leaders to make tactical decisions to run their business. As COVID (hopefully) winds down, the Tactical Tuesdays focus is shifting to address longer-term issues. Over the next several weeks, DWH and Adamy will be publishing a series of blog posts around exit planning for business owners.

A transition of company ownership, whether internal or external, is a complex process. Before attempting to sell a business, owners should make sure they are ready. This means determining their desired outcome, developing transition thinking, understanding options, and assembling a solid advisory team.

Determine Your Desired Outcome

For an owner to successfully transition ownership of their company, they must first understand their desired outcome. Outcome considerations include:

  • For family-owned businesses, is there a desire to keep the business in the family?
  • Does the owner want to retire, stay involved in the business, or do something else entirely?
  • What is the desired timing for a transition?
  • How prepared is the management team or the successor generation to take over the business?
  • What is the merger and acquisition (“M&A”) environment in the industry?
  • How much does the owner expect to make?

The desired outcomes will drive the preparation and structure of a transition and transaction.

Develop Transition Thinking

Transition thinking involves two main ideas:

  • The role of an owner – Owners should focus on maximizing the value of the business through optimizing cash flow, minimizing risk, and putting the best possible leaders in place to run the business. The owner should discontinue any activities that do not maximize the value of the business.
  • Understand what creates value – Business owners should understand how investors value their business and what actions they can take to increase the value. Investors are interested in the strength and sustainability of the company’s future cash flows. Investors will also adjust the amount they are willing to pay based on the risks a business faces, such as expiring customer contracts or high turnover in key positions.

Understand Transaction Options

There are many options available to owners and we will cover this topic in a future blog post.

Assemble a Solid Advisory Team

Owners must have an experienced team of advisors to support them through the transition and transaction. Steve Whitteberry of Invictus M&A says, “Owners should invest the time to find qualified advisors including M&A attorneys, CPAs with transaction experience, and an experienced investment banker. A strong team is a key to a successful transaction.” Members of this team include:

Succession/Transition Advisor – This advisor supports the business owner by developing a transition plan, which includes the identification of opportunities to maximize the business’ value, and then helps facilitate execution of the plan.

M & A Attorney – Transactions can have a significant amount of legal complexity, so engage with an attorney that specializes in M&A activity in your industry and can support your team throughout the process.

Certified Public Accountant (CPA) – Many owners do not consider the impact of taxes on the proceeds from a transaction until it is too late. Have a CPA with M&A experience get involved early in the process.

Wealth Advisor – The wealth advisor works with the owner to develop a plan for managing the proceeds of the sale to achieve ownership goals.

Estate Attorney – In conjunction with the wealth advisor and CPA, an estate attorney can help an owner and their family setup a structure that minimizes taxes and protects wealth for the current and future generations. (We will cover estate planning in-depth in a future article.)

Investment Banker – The investment banker will help prepare offering documents, bring the company to market, vet potential buyers, and guide the company through the sale process.

Valuation Advisor – Many transactions fall apart due to misalignment in the purchase price. The valuation advisor provides owners with a comprehensive valuation of their company based on the company’s performance, asset valuation, and/or market comparisons. (We will cover business valuation methods in next week’s article.)

Key Takeaways

  • Determine the desired outcome of a transition.
  • Cultivate a mindset of transition thinking from an owner’s point of view; focus on maximizing the value of the business.
  • Owners should understand the value of their business and the ways to maximize it; increased cash flow and minimized risks.
  • Owners should have an experienced team of advisors to assist in the transition.

Additional Reading

Written By:

Ben Borisch, COO, Partner, DWH
bborisch@dwhcorp.com

Monica King, CEO, Managing Partner, DWH mking@dwhcorp.com

Schupan & Sons: A West-Michigan Story of Family Business Resilience

This article was written and originally published by the Seidman Business Review and has been republished with consent.

Ana Gonazalez

Ana C. Gonzalez L., Ph.D., Assistant Professor, Department of Management and Director of the Family Owned Business Institute

COVID-19 has hit us all hard, individuals and organizations alike but with very different implications. Family businesses are no exception, of course. A survey conducted by the advisory firm Banyan Global found that even though family businesses are as concerned and focused as everyone on the short-term, having working capital and facing revenue decreases, they are not concerned in the long run about the overall health of their business (Liberti, 2020). This could be interpreted as arrogance, but it is not that at all. It is more confidence that, despite the uncertainty that the pandemic has brought to the world, family businesses have survived more than one crisis throughout their existence, and they have the resources and capabilities to manage and even thrive beyond the crisis. In other words, they are resilient.

Resilience is understood as “the reservoir of individual and family resources that cushions the family firm against disruptions and is characterized by individual and collective creativity used to solve problems and get work done.” (Brewton et al. 2010, p.156) Family business resilience has three main characteristics: 1) adaptive capacity, which refers to the ability to minimize the impact of environmental shocks; 2) strategic renewal, i.e. the ability to find opportunities despite the circumstances and materialize them into innovative solutions, and 3) appropriation capacity, associated with the use of past experiences and tacit knowledge to handle the post-crisis period (Mzid et al., 2019).

At the Family Owned Business Institute (FOBI)1, in the early weeks after the lockdown, we interviewed John Barry, President of the Aluminum and Plastic Sales Division at Schupan & Sons, a West Michigan family business to learn if the company had deployed any of these characteristics and to ask about his perspective on the future. Schupan & Sons operates in the recycling industry, though not exclusively collecting and disposal. The company is vertically integrated with manufacturing operations and trading divisions. With over 700 employees, the family business is led by a second generation member, Marc Schupan, and both second and third generations are active in the business. Barry is a third generation company leader.

Adaptive Capacity
When the lockdown started, Schupan remained open as it was considered essential, even though the largest revenue producing division, the Beverage Recycling Division, was shut down by the governor as a contagion preventive measure. They applied early to the Paycheck Protection Plan (PPP) program and received a loan to protect employee jobs, and everyone was sent home with pay. Even though they work in an independent and decentralized way across five states, the leadership team (CEO and division presidents) met weekly for updates and spoke daily, as needed, to support each other and more importantly, to support customers. Barry mentioned that engagement with customers occurred as never before. In his own words, “We’re connecting customers with other customers. Sometimes we hear one customer saying I can only go 90%, but I don’t have the other 10%, and you’re able to connect them.” When asked why they were doing that, his answer was blunt: “If our customers don’t do well, neither do we.” In synthesis, they supported each other and customers and looked for resources available to deal with the emergency. They were able to pivot without firing employees due to the pandemic nor did they have a COVID-19 outbreak.

Strategic Renewal
When asked if the pandemic has triggered new ventures, Barry proudly nodded. This is the story: “A CRNA2 came up with the idea of adding an additional layer of protection when intubating a patient. It’s a process that involves many aspirations, so the risks are higher for health professionals. The nurse contacted a mechanical engineer who’s also a friend of mine for help in the design, and my friend – the engineer – asked me if we could donate the material to build a few for the hospital. I said yes, then asked if they needed a hand manufacturing them, and he said, yes!” Therefore, they reconfigured the machines, and Schupan manufactured the 20 units they asked for as a gift. Then Barry added, “When they came to pick them up, only three could fit in his car.” Thus, they redesigned a collapsible unit. Barry negotiated with the nurse and his friend to patent and add the product to Schupan’s portfolio3. This new product has significant sales potential since the demand for these types of supplies has only increased through the pandemic. Sales of the product were increasing at the time of the interview. Moreover, the product was recently referenced in the Cleveland Clinic Journal of Medicine for intubation procedures (Chahar, Dugar and Marciniak, 2020). Having the flexibility to decide, reconfigure, and create is an example that illustrates a common family business strategic renewal capacity.

Appropriation capacity
Family businesses are known for their capacity to transfer not only the business across generations but also intangible resources, such as knowledge. This tacit knowledge refers to “the knowledge that is bound up in the activity and effort that produced it.” (Horvath, 1999, p. ix) The transmission of this knowledge is very common in family businesses (Gonzalez et al., 2011), and its use provides evidence of appropriation capacity. At Schupan, Barry mentioned that they have learned over time that diversification is a “must-do”, and this pandemic was proof of that. When the Beverage Recycling unit was unable to operate, they knew they could rely on the other divisions for sustaining revenue. Barry added that he knew there was going to be a contraction in demand for his division at some point because of the economic downturn, but he had confidence that the other divisions could “hold the storm.”

In addition, Barry reflected on the company’s commitment to customer service, which has been a hallmark since its beginnings. Customer support in service of value creation without exception and diversification to reduce risk, have been key tenets of the business during both good and bad times. This commitment reflects Schupan’s appropriation capacity.

About the future after/with COVID-19
Regarding the future, Barry mentioned that there is still a lot of uncertainty to plan for both next quarter and beyond. He continues to foresee a contraction in demand, and the Schupan leadership team is preparing for a “very tough two following years.” He did not deny his concerns with this outlook but confirmed that they are ready to deal with the crisis. They are focusing on efficiency, working capital, and on taking care of customers and employees. These principles should keep the company solid and strong for the long run. In this particular case, Schupan is confident that it has the resources and capabilities necessary to face environmental shocks. While not the only example in the region, Schupan & Sons is a good testament to West Michigan’s family business resilience.

 

 

1 The Family Owned Business Institute (FOBI) is an academic center at Grand Valley State University Seidman College of Business that champions and serves family businesses through scholarship, education and advocacy. For more information visit gvsu.edu/fobi.
2 Certified Registered Nurse Anesthetist
3 For more information visit: https://aero-guards.com/why-aeroguard/

References
Liberti, J.M. (2020, September). Family Businesses Are Experiencing the COVID-19 Crisis in Unique Ways. KELLOGG INSIGHT. https://insight.kellogg.northwestern.edu/article/family-businesses-experiencing-COVID-19-crisis
Brewton, K. E., Danes, S. M., Stafford, K., & Haynes, G. W. (2010). Determinants of rural and urban family firm resilience. Journal of Family Business Strategy, 1(3), 155–166. https://doi.org/10.1016/j.jfbs.2010.08.003
Chahar, P. (2020, May 13). Airway management considerations in patients with COVID-19. Cleveland Clinic Journal of Medicine. https://www.ccjm.org/content/early/2020/05/13/ccjm.87a.ccc033
Gonzalez. A.C., Gonzalez, G., & Diaz, L. (2011). The Role of Tacit Knowledge in the Identification of Entrepreneurial Opportunities: A Study of Family-controlled Businesses. In Understanding Entrepreneurial Family Businesses in Uncertain Environments. In Nordqvist, M., Marzano, G., Brenes, E., Jimenez, G., & Fonseca-Paredes, M. Understanding Entrepreneurial Family Businesses in Uncertain Environments: Opportunities and Resources in Latin America. Edward Elgar Pub. https://doi.org/10.4337/9781849804738.00015
Mzid, I., Khachlouf, N., & Soparnot, R. (2018c, March 27). How does family capital influence the resilience of family firms? Journal of International Entrepreneurship. https://link.springer.com/article/10.1007/s10843-018-0226-7?error=cookies_not_supported&code=e00aa023-7448-4da8-bb88-209e9cc4c3c1
Down, J., Sternberg, R. J., & Horvath, J. A. (2000). Tacit Knowledge in Professional Practice: Researcher and Practitioner Perspectives. Administrative Science Quarterly, 45(1), 170. https://doi.org/10.2307/2666987

Three Paths to Growth: Which One Fits Your Company?

The following article was written by Wade Wyant of Red Wagon Advisors.

Every business owner wants to achieve growth. And every business owner should.

So it makes sense that, when you’re seeking growth, you should be able to answer a basic question: What is your primary path to growth?

Now of course, everyone’s answer to this question will include some basic fundamentals, such as focusing on great products and services, and focusing on taking care of customers.

But beyond those fundamentals, there are three primary paths to growth that apply to all industries. And I often find that corporate leaders aren’t entirely sure which of the three best suits their companies. As a result, they’re going full-bore in all three directions, and often wearing out their people in the process.

Here are the three:

  1. Organic growth. This one is the most basic, of course, and it’s nothing new. The company growing organically is not trying to change the world with its products and services, but it’s finding small innovative moves that can differentiate them from their competition. That, combined with a world-class sales and marketing effort, keeps the orders coming in and the revenue expanding.
  2. Execution plus acquisition. Have you perfected the execution of your product or service, well beyond the industry norm? Are your systems and processes far more efficient than those of your competitors? Great. Ride that excellence to happy customers and strong cash flow, then you can grow by acquiring your less-excellent competitors at a value price, and increase their value by instituting your system of excellence to replace their old, inferior ones. I made that sound much simpler than it is, but if you can achieve that level of excellence, this is definitely a great path to growth.
  3. The Unicorn. All the world loves big ideas, and some of the most successful companies in history have been built on them. And it’s only natural, if you operate in the business world, to believe you’re capable of coming up with the next innovation that will change everything. The next unicorn. This is a strategy with high potential, but also high risk and very long odds. So if your entire growth strategy is based on coming up with a unicorn, you’d better find it.

And that speaks to a problem I see with many businesses. Their pursuit of growth is either misaligned with their real strengths and opportunities, or it’s scattered across all three without a real commitment to the one that makes the most sense.

What is your best path to growth? The answer to that question lies within the strengths and opportunities of your company, as well as your market positioning. It lies within the capabilities of your people and your processes.

Do you do the basic fundamentals extremely well, and sell your products and services with exceptional success? Then your primary path to growth might be organic.

Is your execution so strong that you’re running circles around your competition? Then maybe you should consider bringing them into your organization and consolidating your hold on the market.

This is not to say you shouldn’t try to excel at all aspects of your operation. Does it make sense to seek organic growth while also striving for excellence in execution? Of course it does. You want to do everything as well as you can. But you’re trying to grow right now, and the focus of your growth strategy should be on the path your company can pursue most successfully based on its structure and positioning today.

But what about the unicorn? What about the big idea that could change everything? Why shouldn’t you pursue that? Didn’t Steve Jobs? Didn’t Bill Gates?

Of course they did. And so have a lot of other people whose names you’ve never heard because they didn’t become Steve Jobs or Bill Gates. I love big ideas and I am the last person who’s ever going to tell you not to pursue one.

But here’s what you need to know: Big ideas usually take a long time to come to fruition. It never feels that way when they first come to you. You get inspired and you start imagining all the places your idea can take you.

You might even call your team together and share your vision, and they might get very inspired too. Once they’ve heard your idea, they’ll head back to work feeling inspired to make it all happen.

This can be trouble. That idea is probably a very long way from realization, if it ever happens. Your team is excited now, but in six months they’re going to wonder if this is ever really going anywhere. In a year they might be thinking you’re tilting at windmills. In three years, they’re no longer taking you seriously when you talk about big ideas.

Nothing’s happened. There’s been no growth. You keep telling them to just wait for the unicorn, but all they see is the same stagnant company every day.

And it didn’t have to be that way. You can have your big idea and you can chase after it. But in the meantime, your path to growth has to be based on where your company is strong and capable right now. Your team needs to be focused on that.

There’s nothing wrong with having select, strategic people helping you push toward an exciting innovation. But how are you going to make it happen if you’re not growing and earning revenue from your existing operations? That’s where you need your team focused, and they need to know that’s where the company is focused.

Which of the three paths to growth fits your company best? It shouldn’t be a hard question to answer for anyone who really knows their company and their people.

But in order to answer it, you first have to know enough to ask it. Now you do.

Wade Wyant
Grand Rapids, MI

How Servant Leadership Can Ensure the Long-Term Success of the Family-Owned Business

The following article was written by Scott Hill of Varnum LLP.

Through my work as a corporate attorney, I’ve had the opportunity to observe many beautiful businesses on a regular basis.  And while there are shared strengths across successful companies such as weathering storms of surprise in regards to sales cycles, supply chain external forces, and shifts in talent, I am often most struck by the prevalence of the servant leadership model at the highest levels of these businesses.

Servant leadership, a philosophy in which the main goal of the leader is to serve, differs drastically from the traditional leadership model where the leader’s main focus is the thriving of their company or organization.  Robert Greenleaf (who most attribute to coining the term “servant leader”) noted in 1977 that the authentic nature of a servant leader enables them to accept people as they are, fostering an environment of creativity and risk-taking without the fear of ridicule from (gasp) one’s parents or relatives.  In my mind, this type of leadership style could be compared to the Elmer’s Glue from an elementary level art project – unrefined and messy at times – but, serves to hold things together and provide a platform for growth and success in the learning years to come.

My belief is that servant leadership is instrumental for business sustainability and that we see it more commonly in the family business construct due to the bonds that familial relationships bring prior to involvement in a business.  In turn, these bonds help to build foundations of service to one another.  So when family businesses find themselves at generational crossroads, I posit that despite Millennials’ mixed reputation, the servant leader model is of tremendous importance to imprint on this next generation and can act as a meaningful measuring stick for long-term business success.

Mike Novakoski, the featured speaker at the Family Business Alliance’s February meeting, knows quite a bit about leadership, how people interface well with one another, how to challenge people, and how to grow. Mike’s teachings (through public speaking and his and John Parker’s book Unmistakable) surrounding right-brain thinking augmenting left-brain leaders and how he shares the journey of his team at Elzinga & Volkers is worth paying attention to.  Varnum is pleased to be the sponsor for this FBA event titled Leading the Business as we’re excited to sharpen our minds on the topics Mike will be discussing. I hope you will join us and learn from his teachings. You won’t be disappointed and I look forward to seeing you at the event.

Scott Hill
333 Bridge St NW #1700
Grand Rapids, MI 49501

Anatomy of a Deal: Mergers & Acquisitions

Written by Robert Tyndall:  Managing Director of Investment Banking and Corporate Finance at Fifth Third Bank

U.S. market valuations for middle market companies are at an all-time high according to GF Data, but the cycle may be at a peak.  So for business owners considering a sale of their company or a similar transition in ownership, it is a good time to learn about and evaluate options.  Selling a company is a mission-critical, complicated process often taken on with the help of advisors.  In addition to a market update, this article will describe the process and seller considerations in detail.

I. Sellers M&A Market
II. Sustainability of Strong M&A Market
III. Business Owner Considerations
IV. Process for a Strategic Transaction
V. Timing a Sale Process

  1. Sellers’ M&A Market. The average middle market company today will sell at a significant premium to market values of earlier years. M&A volumes have ranged from $250 to $300 billion per year in the middle market since a low of $140 billion in 2009. M&A activity year-to-date in 2019 is tracking ahead of the same period last year.  Buyers and investors often value companies based on a multiple of earnings before interest, taxes, depreciation, and amortization (EBITDA).  Multiples of EBITDA paid for high quality companies in the middle market are currently very high, making now an attractive time to be a seller in the market.
    Source: GF Data, S&P Capital IQ, Pitchbook, and Preqin
  2. Sustainability of Strong M&A Market. Many of the fundamentals that are driving today’s market should continue to support strong company values, however, there are early indications of a moderating market or eventual downturn.

Sustainable drivers of a sellers’ market include:

  1. Record levels of corporate cash and private equity dry powder (about $3 Trillion) indicate that buyers are motivated and have the ability to pay premium values for quality assets Source: Bloomberg S&P CapitalIQ, Pitchbook, and Preqin
  2. Readily available and low cost M&A financing from banks and alternative sources, fueled in part by interest rates which are projected to stay low
  3. Relatively lower supply of high quality companies for sale driving historically high valuations
  4. Stability of banking system, driven by higher standards and regulation, adds certainty to transaction financing and outlook for liquidity

Other market factors with less sustainability or visibility include:

  1. Impact of international trade dynamics and policy on U.S. businesses
  2. Domestic and international political uncertainty
  3. Consumer confidence and employment rates
  4. GDP growth and projected company growth
  5. Risks of lower regulation and standards in non-bank debt financing sector

It is likely a near-term market downturn would be moderate relative to the severe recession of 2008-2009, due in part to stable liquidity and banking system which was not in place previously.

III. Business owner considerations.  The issues business owners face are multi-faceted and complex, between shareholders, company, management, succession plans, and personal or family issues.  A strategic transaction, such as a sale, may resolve core challenges and meet key goals.

Types of transactions.  There are a variety of common strategic transactions.  An investment banker or other advisor can help a business owner evaluate options and the best transaction for the company.  Often, an investment banker can run multiple transactions in parallel, allowing the company to choose once market feedback is obtained.  Common strategic transactions include:

  1. Growth through acquisitions
  2. Strategic merger
  3. Minority investment / recapitalization
  4. Leveraged buyout
  5. ESOP (employee stock ownership program)
  6. Outright sale

Preparing for a strategic transaction or sale.  Great insight, intention, and effort are often required to prepare a company well for a sale. It is usually a mission-critical, once-in-a-lifetime or once-in-a-career transaction for the shareholders and management.  The process has voluminous and substantial complexities, risk, and potential for extraordinary gain.  Common areas for evaluation, improvement or clean up in preparation for a strategic transaction are described below.  Many companies engage legal, tax, accounting, M&A and other advisors in preparation for a process.

  1. Corporate Structure
  2. Financial Reporting
  3. Operational Considerations
  4. Legal Concerns
  5. Management Capabilities
    VI. Process for a Strategic Transaction. A sale process for a privately held middle market company requires creating a competitive, confidential market for a highly illiquid security (shares in the company). There are three primary phases of a strategic transaction process, as described below:1. Advisor Diligence and Final Preparation. Completing this phase effectively is essential to avoid surprises and reduce management burden later in the process, and to maximize value.  Diligence and final preparation begins with engagement of an investment banker to conduct the transaction, and a four to eight week period of collaborating with the investment banker for thorough final preparation and thoughtful, tailored positioning of the company.

Led by the investment banker with the company’s input and approval, this can include:
i) creating detailed support for growth initiatives and market opportunity, ii) effectively tailoring the message to each investor or buyer, iii) anticipating and mitigating potential concerns, iv) highlighting specific areas that may help an acquirer stretch on value, and v) anticipating buyer questions and addressing them in marketing materials.

  1. Marketing. This phase begins with the company’s investment banker contacting a pre-approved set of potential investors or buyers in the company on a no-names basis.  Over a four to eight week period, the investment banker qualifies buyers based on interest, fit, and capability to fund and close a transaction.  Investors that sign a confidentiality agreement receive the company’s confidential information memorandum and instructions to submit indication letters.  Buyers work with the investment banker to understand the company and how a new owner might grow the business and may request more information that the investment banker coordinates with company permission.

Deliverables and milestones of this phase often include: a) indication of interest letters from buyers, b) management meetings between company and buyers, c) formal offer packages from buyers, and d) an executed letter of intent between finalist buyer and seller.

  1. Final Diligence and Closing. Between letter of intent and closing, the buyer takes final steps necessary to effect the purchase of the company.  The company’s investment banker will work with the buyer to construct and execute on a work plan and timeline to close.  This phase typically includes in-depth confirmatory diligence on the company, obtaining financing for the purchase if necessary, obtaining regulatory approval if necessary, purchase agreement and other legal document negotiations, and the close.  It may last one to three months depending upon complexity or simplicity of the company and transaction, and availability of resources from both buyer and seller to move forward quickly.

This final phase goes best when the company has made proper evaluations and improvements prior to the transaction, and when the company works with qualified advisors who have also helped the company prepare well (see prior sections).  Without these two conditions, deals are at higher risk of failing or falling in value during the closing phase.

Deliverables and milestones of this phase include: a) completion of buyer diligence on the company, b) financing of the deal by the buyer if needed, c) execution of purchase agreement and ancillary documents, and d) funding of transaction and payment to sellers.

 

Importance and selection of third-party advisors.  Most middle market companies will fare better in a transaction process by engaging accounting, legal, and M&A experts to structure and coordinate the deal under the company’s guidance.  Shareholders should see a large payback on fees paid to advisors in terms of: i) higher valuation for company, ii) higher certainty of closing, iii) lower risk, and iv) faster and more efficient process than without advisors.

For example, an audit and/or quality of earnings report from a reputable and capable accounting firm, along with the ongoing support of the sellers’ accountants during the transaction process, is critical to demonstrate credibility of financial statements and keep momentum in the deal, as well as to minimize surprises later in the process.  Also, attorneys with seasoned experience and solid track records in M&A transactions are most likely to help the company achieve the best, market-based terms and their knowledge will enhance the efficiency and speed of the process while protecting the sellers from unnecessary risk.

Investment bankers are likely to achieve a higher valuation for the company than it could on its own, as well as: i) organize and manage the process so owners and management can focus on the business, ii) provide comprehensive market-based feedback, iii) enable owners to make fully-informed decisions, iv) advise management and owners on key decisions and market standards, and v) move the process along rapidly while maximizing value and quality.

  1. Timing a Sale Process. The evaluation of whether now is a good time for a business owner to pursue a sale or strategic transaction is multi-faceted. Particular shareholder considerations are unique to each situation, and will not be addressed here, but are important to understand and align with stakeholders and advisors.  In addition, key items to consider include:
  2. Current company performance. A strong performance trend line, well developed value drivers in the business, strong and clean financial and regulatory reporting and compliance, and established customer relationships indicate the timing is good for a sale.
  3. Mid-term company outlook. Indicators of good timing for a sale include favorable industry trends, credible projections for solid growth, and substantiated financial performance.
  4. M&A market tenor. Growing sector investment, active strategic buyers, and abundance of capital indicate the timing is good for a sale.

 

Written by Robert Tyndall:  Managing Director of Investment Banking and Corporate Finance at Fifth Third Bank

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Eight Takeaways from Tax Season for Family Business Owners

We just finished filing taxes under the largest reform in 30 years! As we reflect back on
this filing we’ve compiled a list of key takeaways for family business owners.

The biggest changes are: the increase of standard deductions, changes to the income
tax brackets and the addition of a new qualified business income deduction.

1. Limitation on State and Local Income Tax Deductions
The tax law change in 2018 created a new cap for itemized deductions of $10,000 for
state and local income tax and property taxes.

While taxpayers in California and New York were hit the hardest, some taxpayers here
in West Michigan also hit the cap. Those who fall into higher income tax brackets, high
property tax and second homes were impacted the most by this cap.

2. Charitable Giving Impacted by Tax Reform
Charitable contributions may not have as much of an impact on your tax return as a
result of the increase in the standard deduction but that doesn’t mean you shouldn’t
donate! By the way, you may not have received as much of a benefit from contributions
in the past as you thought. We have more information on this topic HERE.

3. Entertainment Expense is No Longer Deductible
Business related entertainment expenses are no longer deductible. Certain business
meals remain 50% deductible and the substantiation requirements have changed under
the new law. But, sorry sports fans, those business related rounds of golf and sporting
event tickets are no longer tax deductible.

4. The Loss of Miscellaneous Deductions may Hurt
In the past you may have been able to deduct a portion of investment fees and
expenses, tax preparation fees as well as casualty and theft losses. These
miscellaneous deductions along with a list of others were eliminated under the new tax
reform. The actual impact on each taxpayer will vary.

5. Un-reimbursed Business Expenses May Impact your Employees
A portion of un-reimbursed business expenses are no longer tax deductible on an
individual taxpayer return. One example of this change may apply to your sales staff.
Previously some employees would write off meals, travel, vehicles, etc. that were not
reimbursed directly by the company. As an employer, you should recognize the change
in compensation for these employees and consider creating a plan to reimburse them
according to IRS guidelines.

6. Qualified Business Income: Beneficial for Most Family Businesses
Introduced in this tax reform is the new Qualified Business Income Deduction. The
deduction is 20% of qualified business income subject to limitations. Depending on the
type of business entities (S-Corp, Partnership, Sole Proprietor), the industry you
participate in and your income level, your qualification and level of this deduction will
vary. In addition, the complex formula may be impacted by retirement contributions and
other moving pieces.

7. Covering Moving Expenses Now Counts as Income for Employees
Whether you reimburse a new employee for moving expenses or whether a new
employee pays for moving expenses themselves, the tax benefit has been eliminated. If
you reimburse the expense it is now considered income to the employee. If the
employee pays the moving expense, the tax deduction is eliminated.

8. Tax Returns for Business Owners More Complicated
The largest tax reform in 30 years means CPAs have to relearn the rules. It’s taking
longer to digest the rules and translate them as it applies individually to you and your
company. We expect that you saw an increase in billable time for the preparations of
your returns this past filing season.

As a family owned business, Kroon & Mitchell is experiencing the same tax and
financial changes and is happy to answer any of your questions. Feel free to reach out
today with questions at 616-356-2002.

Author: Amelia J. Mitchell, CPA, MSA
Kroon & Mitchell, Integrated Tax & Investments

 

Family Businesses are Different

Written by Haans Mulder, JD, MBA, MST, CFP®

If you own a business with another family member, you know that family businesses are different than other companies. A lot can be said about how, but I’d like to point out one area you may not be aware of.  If you’re part of a family business, you’re a greater target for the IRS. In other words, when you have a business transaction with another family member, that arrangement is at risk of being questioned and scrutinized by the IRS.

A recent tax case illustrates this. A family-owned business loaned money to another family-owned business over a number of years. They followed the legal formalities in some cases (i.e. promissory notes were signed, actual repayments were made on the loan, etc.).  But, as happens with family businesses, the arrangement changed over time and informality crept in. The borrower eventually couldn’t pay back the loans and the family-owned taxpayer tried to claim that those written-off loans were a bad debt loss (which would have given them a tax benefit). The IRS challenged this and ultimately the government’s position was upheld.

The take away from this case is that family businesses need to be very vigilant and treat transactions with family members like they do any other arrangement with an unrelated company. The relationship needs to be documented and it needs to be implemented as you would with a customer or supplier. If you remember and follow this principle, you’ll be in a much better position if a transaction is ever challenged by the IRS.

If you have any legal questions regarding your family business and structuring these types of transactions, feel free to contact me.

Haans Mulder Family Business Alliance Grand Rapids

Haans Mulder, JD, MBA, MST, CFP® Partner, Cunningham Dalman, P.C. PHMulder@cunninghamdalman.com

Finding Top Talent – When It’s Time to Get Some Help

Written by Sheri Welsh – SPHR, CPC, CERS 

The struggle to find talent is real.  The acute shortage of professional talent is staggering! Traditional methods of finding key employees such as job board or website postings often fail to produce a single acceptable candidate.  It might just be time to seek help.  But many family businesses are hesitant to do that.

Growing up in a family owned business, I understand the struggle in deciding whether or not to outsource a function.  We carefully weigh the investment against our ability to do the work internally.  If you’ve built a strong operation, with a great customer base and an excellent reputation you may have never experienced a problem with recruiting talent – until now.  You may never have faced a business challenge that you couldn’t solve with the help of your family leadership team.  And when it comes to recruiting, many think, “This shouldn’t be that hard! We should be able to handle this!”  Unfortunately, the game has changed – sourcing great talent just isn’t easy anymore.

Here are some tips on how to know when it’s time to get some help:

  • You don’t have the resources to conduct the search.  Without the contacts, network, and tools to source “A” level candidates, you could come up empty.
  • You don’t have the time to conduct the search.  If you don’t have time to dedicate to managing a search, how long will it take you to fill the position?  And what’s the cost in lost business while the position remains open and your focus is directed elsewhere?
  • Your business needs an individual with skills it doesn’t have. When hiring for skills outside your area of expertise, it is wise to enlist the help of a professional who understands the position better than you do.
  • Your company culture requires a unique style and fit.  Hiring for culture fit often requires a very strategic, targeted approach and direct sourcing efforts that require outside support.
  • You won’t settle for a mediocre candidate.  If “good enough” is just not for you, it’s time to call a search firm to find your next rock star.

Sheri Welsh – Welsh and Associates

Succession can be Non-Family Too

Several weeks ago, Amway made the headlines – the privately-held, family-owned company hired its first non-family CEO, Milind Pant. Mr. Pant brings tremendous leadership and business experience to the company and has worked extensively in Asia, Africa, and Europe. Nevertheless, this is big news as the company has been led by a family member for nearly sixty years.

Many family businesses believe that succession only involves developing leadership within the next generation. Often this is true. But with the advent of millennials seeking careers outside the family business, many companies are looking for other succession options.

In the case of our family business, my husband’s great-grandfather, grandfather, and father all took the reins of the company. But by the 1990’s, my father-in-law was ready to pursue other interests. My husband was in his late 20s and was practicing antitrust law in Washington, DC – not yet the leader the company needed. The board reached out to a nonfamily president who stayed with the business for over 20 years and achieved tremendous success.

Fast forward to today where my husband has been serving as CEO for three years. The transition process was extensive and involved him getting his MBA, gradually taking on new responsibilities, and gaining the support and confidence of the board. It has been a rewarding, but sometimes stressful, process – one that we may need to repeat with our teenage daughter in 20 years.

We relied heavily on family business consultants, family council meetings, and an engaged board and staff to assist in the transition. If you are facing a change in leadership in the next 10 years, we encourage you to join our annual forum on November 8 with Joe Astrachan. This presentation will provide you with the guidance and resources that you need to be successful in your journey. If you’re looking for an in depth more personal focus, please look at our follow up Deep Dive on succession as well. Please see the links below to register.

 

Written by Diana Schad
CEO, Family Business Alliance
Diana@fbagr.org

 

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