The Truth About Business Transition

         Are You Ready?
What is Business Transition ?
     It consists of planning & implementing the actions
required to successfully transfer business wealth both while
                   operating the business & upon exit


                     Succession –
                 Replacing the owner as
                  an Operating Officer      Transition deals with
 Transition                                 both the owner’s role
                        Exit –             in the business & their
                 Transferring ownership        investment in it.
                     of the business




                           2
Surviving Transitions isn’t Easy



               The The oddssurviving a transition from
                Theodds of surviving to the the
                     odds of of surviving to third
               the founding generation3% the next are
                    fourth generation is to
                generation is 12%
                                 30%.
Given these odds, why don’t owners begin treating
succession planning the same as they would treat
retirement & estate planning?




                        3
The Approaching Wave
• Most private businesses will be closed, sold or turned over to
   others by 2015
• Trillions of dollars will be transferred as a result
• The largest transfer of wealth in our history
• There will be fewer buyers than sellers
                                 Less than 40% successfully
                                 transition their businesses, yet
                                 75% say they need to sell or
                                 transfer their business to finance
                                 their retirement

                                4
How Important Will Transaction Proceeds Be To Financing Your Retirement?


Do You Have to Sell to Retire?

                        Not Important                         Critical
                             16%                               15%




  Somew hat Important
        21%                                                                    Very Important
                                                                                   28%




                                        Important
                                          20%




                                                             © Copyright ROCG Americas, LLC – 2007 Survey

                                             5
Is there a Wealth Gap?

    What’s needed          Exit Value
        from the
                              $$$
    business to live
      your future
       lifestyle?

Current Value
      $




                       6
Owners Need to Address the Basics

  When?       It occurs at the time of the owner’s
              choosing

              It occurs in accordance with the owner’s
 To whom?      wishes for the future ownership of the
               business

  For how     It occurs with a satisfactory value that
  much?        meets the owner’s wealth objectives




                    7
When are You Going to Transfer?           When Do You Plan To Exit Your Business?




 Over 15 years                                                                                 21.31%
       Over 15 Years




 10 to 15 years                                                                                21.51%
       10 to 15 Years




 5 to 10to 10 Years
       5 years
                                                                                                                         29.68%



  2 to 52years
         to 5 Years
                                                                                           20.72%




 Under 2 years                                  6.77%
       Under 2 Years



                   0.00%         5.00%              10.00%           15.00%      20.00%             25.00%          30.00%

                 Under 2 Years           2 to 5 Years            5 to 10 Years     10 to 15 Years            Over 15 Years

    Series1             6.77%              20.72%                  29.68%             21.51%                    21.31%

                                                                                   © Copyright ROCG Americas, LLC – 2007 Survey

                                                             8
What is Your Plan for the Business?
                                How Do You Think You Will Exit From Your Business?



            Sell to Competitors / Suppliers


     Sell to Management / Key Employees


                   Sell to Another Partner


          Wind It Dow n, Liquidate Assets


            Sell to Family in the Business


                   Gift to Family Members


Sell to Family Not Working in the Business


                                         0.00%   10.00%   20.00%    30.00%
                                                                    Respondents     40.00%   50.00%    60.00%
                                                                    Percentage of




                                                                     © Copyright ROCG Americas, LLC – 2007 Survey

                                                     9
How Much will You Get for the Business?




                  10
Is this You?
•   Working less in the next few years
•   Considering how to ultimately leave your business
•   Not sure how you will actually get out
       Success at transitioning your
•   Wanting to maximize the value & wealth generated from
       business uses different skills
    your business
•                  than building it
    Unsure of the value of the business to others




                            11
Have You Prepared A Transition / Succession Plan?



Do You Have a Plan?
                                            Yes, Formal Written
                                                    9%




                                                                     Yes, Informal Not Written
                                                                               33%
   No Plan
    58%




                                                           © Copyright ROCG Americas, LLC – 2007 Survey

                                      12
Why is Transition Planning so Difficult?


 •   Fear of Loss of Wealth:               “It took me 30 years
     to build this business to what it is today………
     I could lose everything. I need to protect my retirement/wealth”

 •   Fear of Loss of Control:           “This is my business. I built it & no
     one else can run it as well as I have. I am just not comfortable that
     good decisions will be made, or that proper attention will be given to
     important details, if I am not here watching over things”

 •   Fear of Conflict: “My two kids both think they should be CEO.
     They manage differently & have different goals than I. My partner
     doesn’t want to retire, & his kids are not involved in the business”


                                   13
What are the Benefits of Planning?

    Improved financial stability
     Increased business value
 Maintained employee harmony
       Prepared my successor
    Maintained family harmony
 Financial stability to Business
           Minimize tax liability
   Providing for family's future
                                    0%   10%   20%   30%   40%   50%   60%   70%   80%   90%




                                         14
Familiar????
   What comes first?
   • The Transaction
   • The Management of the Transition
   • The Strategy for the Transition




           "Hang on...We must be doing something wrong...How does that saying go again?"




                                                                 15
16
Key Issue 1 - Understanding Value Worlds




                  17
Looking with Buyers’ Eyes
•   Earnings quality & transparency
•   Equity risk factors
•   Growth strategies
•   External factors
•   Do the words & the music match




                          18
Non-financial Factors Investors Value
                                                                                              Only 1 in 10 can consistently
                                                                                              achieve their Strategy’s full
 Non-Financial Factors                                                                                  potential
Valued Most By Investors                                          <10%
        Strategy
   Strategy Execution
       Execution                                                                       >90%
 Management Credibility

   Quality of Strategy
                                              Companies Not Delivering Consistently on Strategy
    Innovativeness

    Attract Talented                           95% of employees don’t understand company strategy
         People                                50% of average employee’s time spent on non-
                                               productive work
                                               50% more likely to have turnover
   Sources: “The Balanced Scorecard” David P. Norton; Arthur Andersen estimate: Corporate Strategy Board research;
   Measures That Matter,” Ernst & Young, LLP, Gates, Stephen, Aligning Strategic Performance Measures & Results

                                                           19
Key Issue 2 – Contingency Plan
                                 What written
• If your exit strategy gets
                                agreements do
  derailed…what’s the plan?
                                you have that
• If your health fails…what’s   provide for the
  Plan B?                           orderly
• What will you say to your       transfer of
  spouse?                        ownership if
                                you die or are
• Who can take over at a          disabled?
  moment’s notice?


                           20
Key Issue 3 - The Different Stakeholders

                     Owner
                             Non-family
                           Owners/Investors

                   Owner             Inactive
                  Managers           Family
                              Family Owners
                              Owners/
                             Managers
          Business                            Family
                              Family            Family
               Non-family    Employees
               Managers &
                Employees



                      21
Key Issue 4 – The Family

“I wish DAD hadn’t left the business to
both of us. It means we’re forced to be in
partnership together.”




                         22
Key Issue 5 – The Advisors


       Legal,
                                          Insurance &
     Financial &
      Banking                              Investment
    Professionals                         Professionals


                       Owner
                    Business Operations
                        Consultants
A coordinated                                A set of appropriate
  response                                    recommendations

     AND a team that can implement the plan
                          23
Analyzing Your Current Situation




                   24
Changing the wayinvestor minded
  Are you owner or you view the business




           Thinking like
Owner       an owner?
                                            Investor
Minded                                      Minded
                            Thinking like
                             an investor?


        Time
                           25
Building the plan based on your objectives
Pre-Transition   Transition stage   Post Transition




                       26
Business Transfer Spectrum
                   Transfer Motives

                    Transfer Channels

                        Transfer Methods

             Internal                      External
•   Employees                     • Outside (Retire)
•   Charitable Trusts
                                  • Outside (Continue)
•   Family
                                  • Public
•   Co-Owners


                             27
How Do I Decide What’s Right for Me?




To Family   To Employees      To 3rd parties   IPO, VCs
              or Co-owners


                       Transition
                       Objectives


                         28
Transitioning while Still in the Business
• You have choices
• You have many options holding
  companies, income splitting,
  estate freezes…ESOP’s
  Charitable Trusts…Gifts….
  Dutch Auctions….




                       29
Creating Your Plan




                     30
Get Ready
•   Spouse Letter
•   Set up a team of advisors
•   Contingency plan – talk to family and key employees
•   Transition plan - as important as a business plan
•   Business valuation
•   Measure the gap
•   Optimize your business
•   Eliminate as much as possible the business’
    dependency on you!



                            31
Start Now


        How Ready are You?
Take Our Transition Readiness Survey

                  For more information:
               Lewis Hunter and Jim Molis
            (904) 731-9222 and (904) 338-3277
                Lewis .Hunter@rocg.com
                   Jim.Molis@rocg.com


                        32

ROCG Business Transition Powerpoint

  • 1.
    The Truth AboutBusiness Transition Are You Ready?
  • 2.
    What is BusinessTransition ? It consists of planning & implementing the actions required to successfully transfer business wealth both while operating the business & upon exit Succession – Replacing the owner as an Operating Officer Transition deals with Transition both the owner’s role Exit – in the business & their Transferring ownership investment in it. of the business 2
  • 3.
    Surviving Transitions isn’tEasy The The oddssurviving a transition from Theodds of surviving to the the odds of of surviving to third the founding generation3% the next are fourth generation is to generation is 12% 30%. Given these odds, why don’t owners begin treating succession planning the same as they would treat retirement & estate planning? 3
  • 4.
    The Approaching Wave •Most private businesses will be closed, sold or turned over to others by 2015 • Trillions of dollars will be transferred as a result • The largest transfer of wealth in our history • There will be fewer buyers than sellers Less than 40% successfully transition their businesses, yet 75% say they need to sell or transfer their business to finance their retirement 4
  • 5.
    How Important WillTransaction Proceeds Be To Financing Your Retirement? Do You Have to Sell to Retire? Not Important Critical 16% 15% Somew hat Important 21% Very Important 28% Important 20% © Copyright ROCG Americas, LLC – 2007 Survey 5
  • 6.
    Is there aWealth Gap? What’s needed Exit Value from the $$$ business to live your future lifestyle? Current Value $ 6
  • 7.
    Owners Need toAddress the Basics When? It occurs at the time of the owner’s choosing It occurs in accordance with the owner’s To whom? wishes for the future ownership of the business For how It occurs with a satisfactory value that much? meets the owner’s wealth objectives 7
  • 8.
    When are YouGoing to Transfer? When Do You Plan To Exit Your Business? Over 15 years 21.31% Over 15 Years 10 to 15 years 21.51% 10 to 15 Years 5 to 10to 10 Years 5 years 29.68% 2 to 52years to 5 Years 20.72% Under 2 years 6.77% Under 2 Years 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% Under 2 Years 2 to 5 Years 5 to 10 Years 10 to 15 Years Over 15 Years Series1 6.77% 20.72% 29.68% 21.51% 21.31% © Copyright ROCG Americas, LLC – 2007 Survey 8
  • 9.
    What is YourPlan for the Business? How Do You Think You Will Exit From Your Business? Sell to Competitors / Suppliers Sell to Management / Key Employees Sell to Another Partner Wind It Dow n, Liquidate Assets Sell to Family in the Business Gift to Family Members Sell to Family Not Working in the Business 0.00% 10.00% 20.00% 30.00% Respondents 40.00% 50.00% 60.00% Percentage of © Copyright ROCG Americas, LLC – 2007 Survey 9
  • 10.
    How Much willYou Get for the Business? 10
  • 11.
    Is this You? • Working less in the next few years • Considering how to ultimately leave your business • Not sure how you will actually get out Success at transitioning your • Wanting to maximize the value & wealth generated from business uses different skills your business • than building it Unsure of the value of the business to others 11
  • 12.
    Have You PreparedA Transition / Succession Plan? Do You Have a Plan? Yes, Formal Written 9% Yes, Informal Not Written 33% No Plan 58% © Copyright ROCG Americas, LLC – 2007 Survey 12
  • 13.
    Why is TransitionPlanning so Difficult? • Fear of Loss of Wealth: “It took me 30 years to build this business to what it is today……… I could lose everything. I need to protect my retirement/wealth” • Fear of Loss of Control: “This is my business. I built it & no one else can run it as well as I have. I am just not comfortable that good decisions will be made, or that proper attention will be given to important details, if I am not here watching over things” • Fear of Conflict: “My two kids both think they should be CEO. They manage differently & have different goals than I. My partner doesn’t want to retire, & his kids are not involved in the business” 13
  • 14.
    What are theBenefits of Planning? Improved financial stability Increased business value Maintained employee harmony Prepared my successor Maintained family harmony Financial stability to Business Minimize tax liability Providing for family's future 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 14
  • 15.
    Familiar???? What comes first? • The Transaction • The Management of the Transition • The Strategy for the Transition "Hang on...We must be doing something wrong...How does that saying go again?" 15
  • 16.
  • 17.
    Key Issue 1- Understanding Value Worlds 17
  • 18.
    Looking with Buyers’Eyes • Earnings quality & transparency • Equity risk factors • Growth strategies • External factors • Do the words & the music match 18
  • 19.
    Non-financial Factors InvestorsValue Only 1 in 10 can consistently achieve their Strategy’s full Non-Financial Factors potential Valued Most By Investors <10% Strategy Strategy Execution Execution >90% Management Credibility Quality of Strategy Companies Not Delivering Consistently on Strategy Innovativeness Attract Talented 95% of employees don’t understand company strategy People 50% of average employee’s time spent on non- productive work 50% more likely to have turnover Sources: “The Balanced Scorecard” David P. Norton; Arthur Andersen estimate: Corporate Strategy Board research; Measures That Matter,” Ernst & Young, LLP, Gates, Stephen, Aligning Strategic Performance Measures & Results 19
  • 20.
    Key Issue 2– Contingency Plan What written • If your exit strategy gets agreements do derailed…what’s the plan? you have that • If your health fails…what’s provide for the Plan B? orderly • What will you say to your transfer of spouse? ownership if you die or are • Who can take over at a disabled? moment’s notice? 20
  • 21.
    Key Issue 3- The Different Stakeholders Owner Non-family Owners/Investors Owner Inactive Managers Family Family Owners Owners/ Managers Business Family Family Family Non-family Employees Managers & Employees 21
  • 22.
    Key Issue 4– The Family “I wish DAD hadn’t left the business to both of us. It means we’re forced to be in partnership together.” 22
  • 23.
    Key Issue 5– The Advisors Legal, Insurance & Financial & Banking Investment Professionals Professionals Owner Business Operations Consultants A coordinated A set of appropriate response recommendations AND a team that can implement the plan 23
  • 24.
  • 25.
    Changing the wayinvestorminded Are you owner or you view the business Thinking like Owner an owner? Investor Minded Minded Thinking like an investor? Time 25
  • 26.
    Building the planbased on your objectives Pre-Transition Transition stage Post Transition 26
  • 27.
    Business Transfer Spectrum Transfer Motives Transfer Channels Transfer Methods Internal External • Employees • Outside (Retire) • Charitable Trusts • Outside (Continue) • Family • Public • Co-Owners 27
  • 28.
    How Do IDecide What’s Right for Me? To Family To Employees To 3rd parties IPO, VCs or Co-owners Transition Objectives 28
  • 29.
    Transitioning while Stillin the Business • You have choices • You have many options holding companies, income splitting, estate freezes…ESOP’s Charitable Trusts…Gifts…. Dutch Auctions…. 29
  • 30.
  • 31.
    Get Ready • Spouse Letter • Set up a team of advisors • Contingency plan – talk to family and key employees • Transition plan - as important as a business plan • Business valuation • Measure the gap • Optimize your business • Eliminate as much as possible the business’ dependency on you! 31
  • 32.
    Start Now How Ready are You? Take Our Transition Readiness Survey For more information: Lewis Hunter and Jim Molis (904) 731-9222 and (904) 338-3277 Lewis .Hunter@rocg.com Jim.Molis@rocg.com 32