TZL 932

THE ZWEIG LETTER | OCTOBER 24, 2011, ISSUE 932

V A L U AT I O N I N S I D E R

The internal transition choice Your exit strategy could work just as well through this option. A t some point in every A/E/P and environmental con- sulting firm owner’s business life, the question of how to effectively exit the company will arise. Hopefully that question doesn’t come up when you have hit the wall with your ownership. Rather, you can provide for a reasonable timeframe to get it done right. Ownership and leadership succession planning are some of the biggest issues firm leaders are facing today. Many of you bumping up against your retirement window may have already decided to delay the process because you are concerned about extracting the maximum value at a time when the industry is in a down cycle. Essentially, exit planning comes down to three options: 1) an orderly wind down; 2) an external sale; and 3) an internal transaction of the shares. No one size fits all, and firm owners have varying reasons why they may choose one alternative over another. Follow- ing is a brief description of each option: xz Orderly wind down – In most cases, this is an owner’s last resort. It usually happens if there is a leadership vacuum for the next generation within the firm to have the ability to lead and/or buy the shares or the firm just isn’t an attractive candidate for sale. An orderly wind down means that as the firm owner you will collect your outstanding accounts receiv- able, pay the outstanding bills, perhaps transfer your clients to another firm, and divest of any tangible assets on the balance sheet. Eventually, you will turn off the lights, lock the door, and go fishing. From a value perspective this option will usu- ally net you the least number of dollars to take home. xz External transition – If your firm has the right set of characteristics to be attractive to the marketplace, an exter- nal sale to a strategic buyer or a private equity firm will allow for a maximum value extraction in a short period of time. In many cases, deals are completed with a mix of cash and stock and possibly an earn-out or other payout scenario. While this option is interesting to many firm owners, it requires patience as the company could be on the market for over a year. Once a buyer comes forward and makes an offer, focus is needed to make it through the negotiations and get to the closing table. xz Internal transition – For those owners who are not interested in outright selling to an outside entity, an internal ownership transition plan is in order. An internal transition involves developing a plan to sell shares of the exiting firm owner to the next generation of leadership. Internal

transitions generally are executed over several years. In our practice, it is typical for us to develop a plan with a five- to 10-year window for the owner(s). Internal transition of the shares is a viable and popular option for many of our clients. The plan is based on maintaining an adequate capital structure while finding the proper alignment of leadership and ownership based on the com-

Tracey Jeffers

pany’s strategic objectives. Our plans meet several basic objectives, including providing the owner(s) with an exit strategy, providing for an acceptable return on investment, providing for the long-term viability of the firm, and align- ing the commitment of key employees. People are a central focus of internal ownership planning. Firm owner(s) must determine who to include in the next generation of leadership, and several key questions are pertinent to the process: xz Is the next generation interested in being on board? xz Do they have the right skills and personality traits to be good stewards of the firm? xz Are they interested in ownership for the right reasons? xz Does the next generation group have enough time left in their careers to become owners and enjoy a lengthy period of ownership? xz What do you expect out of a new owner? xz Once on the team, how will the financial benefits be divided? There are options for how the shares are sold and we will typically model three scenarios for clients to show the impact of each option on the financial performance of the company and the ultimate value received by the seller(s) of the shares. In every instance, we develop scenarios that will protect the viability of the firm, assuming no circumstances arise that could not be anticipated at the time the planning is done. Internal transition plans have many positive aspects and, in many cases, the firms will experience an improvement in financial performance with a set of new, eager owners driv- ing business forward. Unsuccessful or problematic plans generally arise because of a few issues: xz The plan is started too late and the owner(s) need out too quickly xz There is no strategic plan in place to sustain the business going forward xz The plan fails to properly manage the redemption liabilities xz The plan takes too long for the next generation to sufficiently enjoy their ownership xz The shares are ineffectively priced At the end of the day, an internal transition of ownership can be a rewarding experience for everyone involved. As a firm owner, it is an opportunity to set the firm on the right course for the long road ahead. Tracey Jeffers, MBA, CBA, CMEA, is a principal in ZweigWhite’s Financial Advisory Services Group. Contact her at tjeffers@zweigwhite.com or call (479) 582-5700.

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