Business owner

When it comes to careers, business owners are a minority of the population. In conversations this week, I mentioned the statistics several times, and each owner I was discussing it with was surprised that they had so few peers. According to the Small Business Administration (SBA), there are over 33,000,000 businesses in the US. Let’s discount those with zero employees. Many are shell companies or real estate holding entities. Also, those with fewer than 5 employees, true “Mom and Pop” businesses, are hard to distinguish from a job. The North American Industry Classification System (NAICS) Association, lists businesses with 5 to 99 employees at about 3,300,000, and 123,000 have 100 to 500 employees (the SBA’s largest “small business” classification.) Overall, that means about 1% of the country are private employers. Owners are a small minority, a very small minority, of the population. Even if we only count working adults (161,000,000) business owners represent only a little more than 2% of that population. So What? Where am I going with this, and how does it relate to our recent discussions of purpose in business exit planning? It’s an important issue to consider when discussing an owner’s identity after transition. Whether or not individual owners know the statistics of their “rare species” status in society, they instinctively understand that they are different. They are identified with their owner status in every aspect of their business and personal life. At a social event, when asked “What do you do?” they will often respond “I own a business.” It’s an immediate differentiator from describing a job. “I am a carpenter.” or “I work in systems engineering,” describes a function. “I am a business owner” describes a life role. When asked for further information, the owner frequently replies in the Imperial first person plural. “We build multi-family housing,” is never mistaken for a personal role in the company. No one takes that answer to mean that the speaker swings a hammer all day. Owners are a Minority We process much of our information subconsciously. If a man enters a business gathering, for example, and the others in the room are 75% female, he will know instinctively, without consciously counting, that this business meeting or organization is different from others he attends. Similarly, business owners accept their minority status without thinking about it. They expect that the vast majority of the people they meet socially, who attend their church, or who have kids that play sports with theirs, work for someone else. There are places where owners congregate, but otherwise, they don’t expect to meet many other owners in the normal course of daily activity. This can be an issue after they exit the business. You see, telling people “I’m retired” has no distinction. Roughly 98% of the other people who say that never built an organization. They didn’t take the same risks. Others didn’t deal with the same broad variety of issues and challenges. Most didn’t have to personally live with the impact of every daily decision they made, or watch others suffer the consequences of their bad calls. That is why so many former owners suffer from a lack of identity after they leave. Subconsciously, they expect to stand out from the other 98%. “I’m retired” carries no such distinction.       This article was originally published by John F. Dini, CBEC, CExP, CEPA on

THE CRITICAL QUESTION FOR BUSINESS OWNERS: DEFINING SUCCESS – WHY ARE YOU ON THIS ROAD? By recent article in Forbes magazine by John Jennings described this as the “money and happiness” paradox. In his article, Jennings discussed an important psychological study from 2003, which determined that although having more money is associated with happiness, seeking more money dampens life satisfaction and impairs happiness: [T]he study found that “the greater your goal for financial success, the lower your satisfaction with family life, regardless of household income.” This paradox teaches that money boosts happiness when it is a result, not when it is a primary goal, or as Ed Diener noted in his book his TED Talk that has more than 55 million views. Sinek’s website describes the book this way: Sinek presents a simple yet powerful idea: the most successful and influential companies and leaders start with the “why” of their business, rather than focusing solely on the “what” and “how.” By starting with purpose and beliefs, companies can create a clear and compelling message that resonates with their customers and employees. This is the first question for the business owner to answer: Why am I doing this? Having a clear purpose means that the owner will not shy away from challenges arising in the business. The owner’s purpose is the lodestar that keeps both the owner and the company on track and able to surmount these challenges. A business owner who knows the why has purpose that drives the business, and fulfilling the owner’s purpose will help define success. What Is the Quality of My Relationships? This question about relationships may be less obvious than deciding on one’s purpose, but it is no less important. We are human beings. We exist in relation to other humans, which is especially true in the business world. People do not succeed or experience success in business in a vacuum. There are two types of relationships for the business owner to consider: those within the company and those that the owner has with family and friends outside the business. Both of these are important and help the business owner to define and experience success. Inside the business, successful business owners stress the importance of building solid, meaningful relationships. Sam Kaufman, an entrepreneur and a member of the Forbesbusiness council, expressed this powerfully in a interview in 2021, he said: “Younger employees consistently rank corporate responsibility at or near the top of their criteria for working at a particular company. This means community actions are key, but not just from a talent perspective.” When asked why companies should compare about community impact, he stated: “It’s the connection between community and long-run company performance. That shows up in everything from what kind of brand do I build over time, to the knock-on effects of that brand, to the way my employees feel about the company, with respect to how I am engaging in community.” — Dave Young, a senior partner with Boston Consulting Group The point is not to suggest that business owners have to become “corporate do-gooders” to find success. But, if owners choose to disregard the impacts their companies are having on the communities in which they do business, they may find success to be an elusive goal. Conclusion Defining success is an individual process for business owners, who will reach different conclusions, but the process is a vital exercise to undertake. Owners who eschew the need to consider their path to success may find themselves lost or overwhelmed on an uncharted road. By undertaking the deliberative process required to define success, business owners will develop a clear sense of purpose, appreciate the important relationships in their lives and fully grasp how their company impacts the community in which it operates.

The other day, a marketing expert asked me for “a hook” to explain what I do. I replied, “I sell smaller companies to larger companies, I am an M&A Advisor”. The truth is that I often say no to a lot of owners who ask me to sell their business, or hear no from a lot of buyers who take a look at my clients. So painful. You see, many business owners are really accidental entrepreneurs. If you are a business owner, maybe you got good at something working for someone else. Then you got ticked off at your boss, or the company goes out of business (because THAT owner failed to build business value), and someone hires you to do a job. That job turns into two, then 10, then 50, and so on. Before you know it, you have to hire employees (ugh), and you have a business. You work every day – Sundays too. 60, 80, 100 hours a week. Skip vacations. Miss your kids’ birthdays and soccer games. Whatever it takes. Why, because “no one else can do the job better than you”. 25 years go by and you feel an ache in your back, or your hip, or your head, and you say – “maybe I can sell this thing”. So you ask your CPA for some names of brokers or M&A advisors and make some calls. Then you get stabbed in the heart, when people like me tell you that your business is not really a business – it’s a job with employees, and late invoices. Hard to relive 25 years – isn’t it? If you want to change this outcome – there is hope, BUT it takes time and money to make your business sell-able. It starts by swallowing your pride and doing the work ON your business. You can turn things around over a few years, and come back to me with real profits, proven systems, and a key manager or two that you trust to run the business. That is when I say, “I can sell your business”. And the pain starts to go away. Maybe you even start to smile – again. It can happen, but it’s your choice: “Whatever it takes” or “Whatever happens” Which do you choose? ********************************* If you are a business owner who’d like to think more deeply about your business, try the

On January 9, 2024, the Department of Labor (“DOL”) announced a six-factor test for determining whether a worker is an independent contractor or an employee under the Fair Labor Standards Act (“FLSA”). This new rule takes effect on March 11, 2024. Classifying workers as independent contractors or employees is extremely important—independent contractors do not receive the protections afforded by the FLSA such as overtime pay, minimum wage, and other requirements. The DOL’s six factor test considers: opportunity for profit or loss depending on managerial skill; investments by the worker and the potential employer; degree of permanence of the work relationship; nature and degree of control by the company; extent to which the work performed is an integral part of the potential employer’s business; and skill and initiative. In addition, the DOL utilizes a totality-of-the-circumstances economic reality approach, which allows consideration of other relevant, but not named, factors, which “in some way indicate whether the worker is in business for themself.” Consider the following checklist if your company engages independent contractors. It encompasses the Department of Labor’s (DOL) new six factors along with a series of questions posed by the DOL pertaining to each factor. Each question is accompanied by a parenthetical indicating whether it favors Independent Contractor or Employee status. Every instance where you mark a box designated as “Employee” or refrain from marking a box labeled as Independent Contractor increases the likelihood of your worker being classified as an employee. Keep in mind, this area of law is highly intricate, and the repercussions for misclassification are substantial. If you harbor any uncertainties, it is advisable to seek the guidance of competent legal counsel. The Factor Things to Consider Opportunity for profit      Can the worker negotiate the charge or pay for the work?  (Independent Contractor)      Does the worker accept or decline jobs? (Independent Contractor)  Does the worker choose the order and/or times in which the jobs are performed? (Independent Contractor) Does the worker engage in marketing or other advertising efforts? (Independent Contractor)   Does the worker make decisions to hire others? (Independent Contractor)  Does the worker independently make decisions to purchase materials? (Independent Contractor) Investments by the workers  Does the worker receive unilateral directions to purchase specific equipment? (Employee)   Does the worker have investments in a business that indicate the worker has an entrepreneurial investment their own company? (Independent Contractor) Degree of permanence   Is the worker working for the company for an indefinite period? (Employee)    Is the worker exclusively working for the company? (Employee)    Is the worker project-based or sporadic? (Independent Contractor) Nature and degree of control     Does the worker set their own schedule? (Independent Contractor)      Is the worker’s work supervised closely? (Independent Contractor)  Is the worker permitted to work for others? (Independent Contractor)    Does the worker have the right to discipline their own workers? (Independent Contractor) Does the worker get to set prices or rates for services and the marketing of the services or products provided by the worker? (Independent Contractor) Relation to employer’s business      Is the work performed by the worker “critical, necessary, or central” to the company’s primary business? (Employee) Skill and initiative     Does the worker use specialized skills for the work and “those skills contribute to business-like initiative?” (Independent Contractor)    Did the employer provide training for the worker to attain the requisite skills? (Employee)   Brody and Associates regularly advises management on complying with the latest state and federal employment laws. The subject matter of this post can be very technical. It is also an evolving area of law and very fact specific. Our goal here is to simply alert you to some of the new laws which may impact your business.  It is not intended to serve as legal advice. We encourage you to seek competent legal counsel before implementing any of the new policies discussed above.  If we can be of assistance in this area, please contact us at info@brodyandassociates.com or 203.454.0560.  

Owner obstacles to the implementation of an exit plan are often unconscious, but they can be dramatic.  Their attachment to the business can be difficult to break. An advisor spends a lot of time and energy developing the vision for life after ownership in the hopes that it is far more attractive to them than their current role in the business. Yet no matter how well developed that vision is, or how well defined the action steps are, it isn’t unusual to find owners who behave in a way that ultimately sabotages the plan. Sometimes their actions are even intentional, but more often they aren’t. The problems arise in two ways.   “Death from Inattention” We always ask exit planning clients for two target dates. The first is when they want to be relieved of day-to-day operational responsibilities. The second is when they want to be completely free of any connection to the company. We tell a client that once we have achieved the first objective, the second may become more flexible. Freed of the task-based duties of running the business, an owner often becomes more strategic. He may start planning for new growth and value creation. She might go back to her role when the business first started, when she was the best salesperson or the designer of novel product offerings. Owners returning to their core skill set are usually a benefit to the business. The problem arises when they enjoy the lack of responsibility so much that they just become owners in absentia. There is no strategy. The company drifts along on the backs of the operations managers, but really doesn’t have a direction beyond “more of what we did yesterday.” There are no new initiatives. Companies are organic. They are either growing or shrinking. The lack of direction may take a while to have an impact, but eventually performance will suffer. Getting owners to re-engage after time away can be exceedingly difficult, but if they don’t, the transition is unlikely to accomplish their objectives. “Death from Over-Attention” The second obstacle to successfully implementing a transition occurs when owners have surrendered their task-based duties. In this case, they are unable to define their contribution in the absence of being “busy.” They begin looking for ways to contribute, often where their contribution isn’t needed. It’s not uncommon to begin demanding more accountability and greater detail than is really necessary. He or she pours over reports looking for errors, anomalies or declining results in an attempt to prove added value. Another technique used to prove contribution is “seagull management”. An owner may look for opportunities to make decisions, but does it without consulting the managers who are in charge of the function. Because they have always known best, they still know best. What isn’t as obvious is that they are now are working in a vacuum, with little knowledge of what went before. The results are usually not ideal. A third way owners might evidence over attention is with a “break the rules” mentality. They offer exemptions from policy, or circumnavigate systems because they can. Exercising authority shows who is in charge, even if there is little apparent responsibility. Preventing the Owner Obstacles We call these “good” obstacles because they typically occur only after some level of initial success in the exit planning process. They are a direct result of relieving owners of the more mundane duties of management, and freeing them up for more effective leadership. Each is preventable with some preparation. Either issue can be forestalled by including the owner’s next level of responsibility in the planning process. If the owner resists retained responsibilities, then the future become plain. Plans can then include transfer of higher functions to the management team. If the owner insists on retaining a level of day-to-day control, the coaching process should include defined parameters about what reporting is really necessary, and how often it will be presented. In either case, owner obstacles occur when the owner is crossing the no man’s land between total focus on the business and the time when it isn’t a recipient of their attention at all. Like any no man’s land, it is unfamiliar territory, and some pathfinding is necessary. That is the exit planning coach’s job.         This article was originally published by John F. Dini, CBEC, CExP, CEPA on

I believe one of the most understood transition /exit planning areas for business owners is when the goal is to move it to children, or other close family members. Clients for whatever reason often think moving their business to a child or multiple heirs is just about creating an agreement, maybe including a trust, figure out the best tax strategy, and that’s it. Simple. Maybe once in a while it is simple but for the most part its the opposite, no matter the size of the value of the business. It’s not just business. To do it right to help insure that the next generation has the best chance of a successful future business and family “harmony”, requires the business owner, family and their advisors to spend the time looking at this future goal many unique viewpoints. Here are just a few questions more specific to a family transition /succession. It gets complicated, and emotional very quickly. What are the personal goals and objectives for the business succession? Do you wish to preserve family harmony? How important is that? What issues do you anticipate? Should children in the business and not in the business be “equalized”? Should children not in the business be given interests in the business? Is the business ready to be transitioned to the next generation? Is/are the “new owner or owners, ready? What if the business itself fails due to no fault of the child in the business?  If you are relying on payments from your heirs, this could be a BIG problem. What if something happens to the child/successor? Do the inheritors really have the desire to grow and manage this business. What family dynamics, divorce, or other potential personal situations should be “risk mitigated”. The fact is it is a very delicate process when the buyer/donor, is related to the buyers/inheritors. To my mind the best way to approach this effort is with a collaborative team of pros, who all equally share in the input, and direction of the final plan. Everyone needs to have equal status in providing solutions, observations and recommendations. One more VERY important point:  Be aware clients current trusted advisors may also think this is not overly complex and or may not want to not rock the boat and will go along with the idea it’s simple.   

No attention to exit strategy. No attention to value creation. “I am tired, and I want to sell but I don’t know what it’s worth or how to design an exit strategy for selling my business.” We hear this from business owners over, and over again. To sell your company, to make it both sellable and valuable, you need to take the time to design an exit strategy, work on succession planning, and get focused on value creation – long before putting it on the market for sale. Two questions I frequently hear from owners: “So, what do you think, should I start my exit strategy now? They usually know the answer – they should have started long ago. The second question is: “What do you think it’s worth?” On this question, they often have some outsized value stuck in their mind. In talking with hundreds of business owners, I know that they are usually: Feeling tired and would like to get out. While they do not want to put in much more time or invest in building value, they are not satisfied with what it is worth today. Putting off a succession plan for a generation-to-generation transfer. They may feel they have time, or that their children (children often in their 30’s and 40’s) are “not ready yet”. They may fear losing an income stream as they transition out of the business. Taking no time to develop an exit strategy that could dramatically increase their business valuation when it comes time to sell. They are simply working in the business. If you think that your timing is two to three years out and that you can therefore keep putting this off, you need to understand that “two to three years” is NOW, especially if you are in your 50s, 60s, 70s or older.  The sale process itself can take 9 – 12 months, or more, from start to finish. And you can’t “time the market” for selling your company, just like you can’t time the market with your investing in the stock market. With all of what’s going on out there in the world, an exit strategy is critical to monetizing your life’s work! A sudden downturn could keep you captive in your business for another few years as you try to rebuild. By the Way, It’s NOT all about YOU! Without an exit strategy, you are not just risking your own retirement, or the next phase of life. You are putting in jeopardy your spouse, children, their families, your employees, their families and more. Not sure where to start? Consider these questions and let’s find time to discuss: Do you know the value of your business? When do you want to be completely or mostly out of the business? Can you make it through the next downturn? Do you have a solid plan for what you will do after your exit? Let’s discuss the sellability and value of your company! David Shavzin – Founder & President Co-Founder & President, 

Just because you run a successful business doesn’t necessarily mean that you will exit from it successfully. Planning can increase the odds that you will transfer your business on terms you’re comfortable with.  Yet very few business owners engage in proactive exit planning, failing to establish arrangements for a thoughtful transfer of ownership that protects their interests and the interests of other stakeholders including employees, vendors, and valued clients.  As a psychologist who works with late career individuals, here are six obstacles I frequently see that make it harder for business owners to plan for their exit. Inertia Exiting from your business takes time and energy.  Your advisors will make things as efficient as possible, but you will still need to devote considerable resources to the process.  It’s not surprising that a busy owner would prefer to focus on running their business rather than adding another item to their agenda.  Particularly if all is well it’s easy to say, “I’ll deal with exit planning when the time comes.”  Allowing yourself and the business to coast along can be tempting, but you run the risk of not being ready when a good exit opportunity comes along.  Related to inertia is the fear of making a mistake.  Some owners worry that they will regret selling, so they opt not to prepare for their exit in any substantive way. Resistance to change  Many business owners attribute their success to sticking with a winning formula.  They’re not interested in making modifications that could make the business easier or more profitable to sell, nor are they comfortable knowing that a buyer might make big changes to their company, and thus they avoid exit planning.  Others are wary of how their lives might change once they do exit.  Will their scope of authority diminish during the buyout period?  Will others still treat them with respect?  As an owner, you need to consider how your roles might change (in your family, company, and community) once you leave work.  How will it feel to relinquish some of those roles, and what new ones might you take on? Biased thinking If human beings were 100% rational, I’d be out of business. There are lots of ways that we can be our own worst enemy and shoot ourselves in the foot.  Let me point out two very common human biases that can impact our planning for the future. Confirmation bias is our tendency to look for evidence that supports our beliefs, while discounting or ignoring evidence to the contrary.  Think about how this might trip you up if you’re exiting your business.  For example, when it comes to assessing the worth of your business, this bias might lead you to reject an objective valuation. If you’re considering appointing a successor, this bias could cloud your judgement regarding the ability of key staff or family members to take the helm. Another pothole to watch out for is the availability bias.  That’s the tendency to make judgments about the likelihood of something based on how readily and vividly examples come to mind.   Let’s imagine that in the past month, you ran into two friends who both said they were unhappy after selling their companies to private equity firms.  Do you think you would be fully objective if your advisor raised the same idea in your next meeting? Loss of identity The thought of no longer working may sound appealing, but for many people it’s extremely unsettling because so much of who they are is wrapped up in their job.  Reverend William Byron wrote, “if you are what you do, when you don’t, you aren’t.”  Our personal identity can be threatened by the loss of our work role, particularly if we have not established and developed other aspects of ourselves outside of work.  It’s analogous to diversification in financial matters.  You’re better able to handle a downturn in the market if your portfolio is diversified.  Similarly, you’ll be better positioned to deal with the loss of your work identity if you can tap into other sides of yourself.  Recognizing your identity (beyond work) may seem daunting in the abstract, but I’ve found that most people can make progress if they spend some time looking for patterns in their historical experiences and relationships. Your personal history Speaking of history, our early family experiences can shape our assumptions and expectations about exiting work.  For example, some people find it hard to envision stopping because they never had a role model of life after work; their parents worked until they got sick.  Others saw friends or relatives who fared poorly in retirement, and they worry that the same fate will befall them. I hear from business owners all the time who attribute their parent’s death to retirement. They insist that they themselves have no intention to stop working, proclaiming “they’ll have to carry me out on a stretcher.”  I admire their fortitude, but their decision to remain at work indefinitely may not be optimal for the company nor is it objective.  Ask yourself, are you playing these historical tapes internally?  If so, is it really in your best interest and that of your business? Uncertainty about the future Exit planning involves grappling with unknowns, decisions, and choices.  What is the best option for transferring ownership?  What will happen to your company when you’re no longer there?  What will your life be like after the sale?  How will you structure your time?  These are huge questions, and without a crystal ball the uncertainties can feel overwhelming.  Your advisors can be of great help, but don’t overlook the lessons you’ve learned from past transitions.  Think about past inflection points in your life when you faced major uncertainty.  How did you handle those situations?  Did you learn something about making decisions in the face of the unknown?  Can you apply that wisdom to your current circumstances? Eventually you will exit If you’re a business owner, in the future you won’t be.  It’s just that simple.  There is no escaping the reality that eventually you will exit from your business.  If you wait to plan until it feels perfectly right, you might be waiting a long time.  Don’t expect that this process will be without some misgivings, ambivalence, and uncertainty.  Don’t allow yourself to be paralyzed by those psychological obstacles, and don’t feel as if you can’t talk about them.  A trusted exit advisor can guide and support you as you navigate the emotional side of leaving your business. Larry Gard, Ph.D. is a psychologist and author of the book “Done with Work: A dozen perspectives on the decision to retire”.  He provides pre-retirement coaching to late career professionals and business owners.  For more information, please visit

By Chris Delaney When it comes to managing their business, manufacturers need much more than historical financials to project their future revenue, profitability and liquidity. Historic numbers simply capture what has happened in the past—but traditionally do a poor job predicting where a company will be in the near (3-6 months) or distant future (1-2 years). To make matters worse, most smaller manufacturers simply rely on financial statements as their historical data to help make decisions, but this is only the first level of information that they need to understand. Historical numbers will tell you if you grew, but they will not tell you why. Key questions are: Where is the growth and why? Is it sustainable? Which customers? Which divisions? How profitable was the growth and does it represent a new opportunity for investment? If your company is in growth mode, forget historic numbers and focus on the key KPIs that are going to be predictive of future growth and profitability. KPIs are easier to project and do a better job at forecasting future financials than historical data alone. Is there a new customer onboarding or is a recession coming? Are customers going to leave shortly? New mergers on the horizon? A handful of KPIs will create a more accurate forecast for manufacturers, which is invaluable. Here’s a good place to start: Sales Pipeline KPIs Most manufacturers have a sales pipeline, which is the life blood of the company, but they tend to do a poor job in predicting future revenue. Typically, that is because it’s not systematic nor consistent, and because it’s done in an ad hoc manner. “Garbage in, Garbage out” is what I typically see. Without reliable reports on future revenue, moving forward will be a challenge. Bottom line, manufacturers tend to not break down the sales data in ways that are meaningful. Start with the next 12 months and start framing it in two different ways. What is my core business (existing customers and existing SKUs in the marketplace)? Where are they and how can they be forecasted? I traditionally look at the core business in three ways: 1) what do you know (for example, future purchase orders that might be on hand, 2) what do you think (sales forecast provided by a customer) and 3) what are you guessing (no purchase orders or forecasts provided, but looking at historical data on how this customer typically behaves). On top of that, what is the new sales pipeline? What do we expect to “hit” and when? If one utilizes this simple technique from a “bottoms up” perspective, overlaying “core business” and future growth, forecast will be more reliable than what any historical data would predict. Revenue forecasts, by nature, will never be perfect. But performing forecasts utilizing the above technique and in a consistent manner will always be more predictive than historical data alone. And further, and perhaps more importantly, it will also allow management teams to better predict future performance by allowing an analysis of “what we thought back then and why” and comparing it to actual results. The easiest example of this is the new sales pipeline. Last year, you had a $10 million dollar sales pipeline and you predicted 50% of that would translate into incremental revenue over the next 12 months. Well, what happened? Did that pipeline translate into $3 million, $5 million or $8 million of actual revenue and how do you use that information to forecast the business over the next 12 months when the current sales pipeline is $15 million? Overhead KPIs When it comes to gross margins, manufacturers struggle with the real cost of delivering something out of the business. We used to call it “unit economics,” matching revenue to expenses per widget. Manufacturers understand direct costs and margins, but they have trouble quantifying semi-fixed costs, which are items that feature both fixed components—set expenses—and variable components that are based on activity like utilities, maintenance, R&D and labor to name a few. Overhead costs that are not part of direct labor or materials can be tricky to assess. They tend to show up on the income statement in different places. Your KPIs will break out the valuable parts that will serve as the basis of managerial accounting and forecasting. For example, a customer may require a special batching process to make the product. If the management team doesn’t understand the semi-fixed costs, the magnitude of increasing quantities and capturing indirect costs can create a situation where the true profitability of a project is not fully understood and could create problems in the future. In such a situation, the economics around a 30,000-unit order (after allocating for indirect costs) may still lead to attractive margins, but a 5,000-unit order may and will create an inability to scale into the future. Working Capital KPIs From a number’s perspective, working capital is current assets divided by current liabilities. More importantly, this number, which should range from 1.2 to 2, tells your management team and investors if you can sustain day-to-day operations in the short term. Your KPIs should include inventory levels, accounts receivable and accounts payable. Improving working capital could look like standardizing payments terms and providing incentives to speed up cash collections. Outsourcing operations, selling assets or leasing assets could improve your cashflow and generate a more favorable tax treatment moving forward. While paying vendors in a timely fashion may seem counter-intuitive, it could allow you to negotiate better terms in the future based on your strong relationships. This set of KPIs is about liquidity—the more, the better—for all your stakeholders. Utilization KPIs If you can’t measure something, then you can’t manage it. For manufacturers, the utilization rate deserves plenty of attention. It has been stated that 80% is the goal for utilization, but a recent survey shows that reality is a different story. More manufacturers believe their company’s utilization rate hovers around 50%, which takes into account setups, breakdowns, as well as staff breaks. Unfortunately,

– Friends since high school or before – Teammates – Golf buddies – Successful businessmen – In mid 60’s thinking about retirement – Planning golf resort retirement together One got really proactive with his health as a client of Retirement Wellness Strategies during the course of preparing to sell his business Offered the same to friends They didn’t see the need, maybe later 2 years later all are retired or selling businesses or very close 2 died in the past two weeks They never once had a post-retirement resort golf experience Are you or your clients skipping the self-care and doctor visits and those healthy changes until you have more time? Will you truly have more time? Active planning the health (alongside the wealth) is beyond worth it! Most leaders do skip that self-care, especially during the stresses of the process to sell a business.  Prolonged stress, high blood pressure, high cholesterol, interrupted sleep, rocky relationships, more time at the desk and in meetings, rushed meals, and more increase risks during this critical time.  Most of these health conditions and risks have no symptoms so go unnoticed without monitoring. Do you want your transitions to complete rapidly and with the seller intact? Then include the health planning component – physical, mental, emotional, spiritual, social.

By Paul Karr There is a common misconception that accounting policy is something that controllers can do in their spare time. Midsize firms especially can fall into the same trap: We’ve always had a small team, and everyone has to complete a lot of work, and we can’t afford another resource. Your controller already has a day job, supervising routine accounting activities, closing the books, keeping the internal and external reports moving forward, and, hopefully, improving the accounting, closing and reporting processes. Instead of an ad-hoc approach to accounting policy and technical accounting matters, which can be costly in terms of missed deadlines, increased audit fees, etc., bank CFOs should consider adding an accounting policy resource to the finance team. Following are five responsibilities that a new accounting policy resource can utilize to help fill the missing piece on your team: Manage New Transactions For example, you may want to modify employee compensation programs, change categories or move investments within categories in your investment portfolio, enter into a new type of lending transaction or vacate a building that you own or lease. The accounting ramifications of these transactions need to be understood up front, before decisions are made, and the execution needs to be carefully managed across the functions of the bank. Maintain Accounting Policies Boards, regulators and outside auditors expect accounting policies to be documented and kept current. The updating process needs to include subject matter experts at the bank and needs to be managed in order to be done efficiently. Implement New Accounting Guidance An accounting policy resource would play a major role when a rule maker comes along with new rules that you must adopt. The biggest recent change is obviously in how you reserve for loans (i.e., Current Expected Credit Losses or CECL). Other examples include the change from LIBOR to SOFR and how to treat cloud computing costs. Implementation of standards is a process requiring research, networking, planning, communication and execution. Assure Ongoing Adequacy of Documentation Some accounting policies are particularly onerous in their ongoing documentation requirements, and CECL is a perfect example. Maintaining that documentation can mean as much as 100 pages of documentation every year (every quarter if you’re a publicly traded company). Your accounting policy resource could help assure the appropriateness and adequacy of the documentation of the allowance for credit losses under CECL. The new team member could bring in all the people needed and drive the process—and before you know it, there will be new guidance sooner or later that will also have to be adopted. Assist in Preparing Financial Statements The significant accounting policies note to the financial statements—which seems to grow every year—is an obvious one for the accounting policy resource to own. This note is also an example of a part of the financial statements that can be completed prior to year end, and it can be used as a control to make sure all of the bank’s accounting policies are well documented (see “Maintain Accounting Policies” above). Because of their accounting expertise, accounting policy resources are also in a good position to provide quality assurance and quality. ***** An accounting policy resource can significantly strengthen a bank’s finance team by bringing focus to accounting policy/technical accounting tasks and enabling you to easily answer questions from your audit committee, outside auditors as well as regulators. As a bonus, an accounting policy resource could fit into your succession plan as they become a candidate for your next controller or chief accounting officer. Bank CFOs should fill the hole in their Finance Department before overwhelming workloads—not to mention climbing consultant bills—bury them. (

Our borrowers often ask us, “Is it better to buy an established business or start up a business?” It’s a reasonable question for those looking to exit their current employment or invest in a business for another income stream. While it may make sense in specific industries to start a business, the benefits of purchasing an established business, along with the security it provides to a new business owner, make a strong case for searching for a company to acquire. Established companies typically have the following positive attributes: Existing customer base Established supplier channels Brand recognition Established market share Sustainable and predictable cash flow Employees that generally transfer with the sale Established reputation Seller consulting period (up to 12 months post-closing) Ability to start earning an owner’s salary from day one   In addition to the above benefits, if financing is needed, a lender will typically be willing to lend more for a borrower to acquire an established business than to start up a business, typically at a more favorable interest rate. The SBA allows a lender to finance up to 90% of total project costs to acquire a business. While SBA policy also allows 90% financing on start-ups, most lenders will require more equity from the borrower ranging from 20% to sometimes 30% of the project costs. Additionally, some lenders shy away from financing start-ups altogether, so your lender pool will be much smaller when seeking start-up financing. There are resources available to search for listings, one of the largest being BizBuySell. Engaging the help of a business broker in the market you wish to purchase a business is also helpful. A reputable broker or M&A advisor will often have access to off-market listings and a good pulse on available inventory on the market. Buyers should prepare to provide a list of their search criteria, including but not limited to industry type, revenue size, EBITDA, location, sale price, etc. If you are considering purchasing a business, it is never too soon to start building your team of trusted advisors and lenders. A deal team should ideally consist of the following: M&A advisor/broker CPA for financial due diligence and structuring of legal entities for tax purposes Banker, if financing is needed An attorney with business acquisition experience Lastly, if you purchase a business and utilize bank financing, the bank will engage a third-party valuation firm to confirm the company’s value. A valuation will assist you with determining if your offer price is reasonable or needs to be renegotiated.

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As an advisor, your role is to help clients prepare to exit their business, yet many people resist thinking about the future because it involves so many unknowns, decisions, and choices.  And emotions typically complicate matters further, sometimes derailing the process altogether.  Here are some questions that can help you establish rapport with your clients, learn more about their concerns, and move the conversation forward. How are you feeling about your work/profession/business these days? Which aspects of work are you still enjoying, and which are you ready to leave behind? Do you envision retiring from work at some point, or are you contemplating an encore career? What part of planning for your future feels most challenging? How do you imagine your life in retirement will be different from how it is now? What process are you using to figure out what you’ll do next after you retire? What would you like to see happen with your business long term? What options have you considered for the transfer of your business? What steps have you taken to make your business more attractive to a potential buyer? What are your concerns about transitioning your firm to new ownership? What would be your ideal scenario for transitioning out of your company? What topic(s) have we touched on today that we should put on our agenda to revisit? So, what happens after you pose a few of these questions and your clients open up about emotional matters?  Remember, the most helpful thing you can do is to listen attentively.  You’ve created a valuable opportunity for them to talk about things they may not share with other advisors.   Here are some tips for managing the conversation when clients raise emotionally loaded topics: Don’t try to “fix things” by immediately offering suggestions. Doing so sends the message that you’re uncomfortable hearing their concern.  You can offer suggestions but do so later. Don’t say anything that conveys the message that their feeling or concern is unwarranted. “There’s really no need to feel that way” or “I’m sure it will be just fine” may sound reassuring to you but could be experienced as dismissive by your client. Don’t immediately offer a logical counterpoint to your client’s emotion. Remember, feelings don’t have to make sense; they’re “as is”.  Put another way, if feelings made sense, they would be thoughts. People report concerns and characterize their feelings differently from one another, so it’s in your best interest to seek amplification and clarification by inquiring as follows . . . “I want to make sure that I understand exactly what you mean by ___.  Can you tell me more?” “People sometimes mean slightly different things when they talk about ___.  What does ___ mean for you?” “Before I suggest anything, I’d like to learn more about it from your perspective.” It’s possible that during early conversations your client may hint at mixed feelings about exiting their business.  That’s perfectly normal, but you need to bring it out into the open.  You want to foster an atmosphere such that your client keeps you apprised about where they’re at.  If they keep their ambivalence to themselves, it has greater potential to blindside you and complicate the sale.  You can say: “In my experience, it’s normal to have some mixed emotions about selling.  Those thoughts may not always be top of mind, but when they do pop up let’s be sure to talk about them.  Believe it or not, they can help inform our process and alert us to aspects of the sale that are important to you.” You may also find that your client is overly risk averse.  If so, consider saying the following: “Our work together won’t be comprehensive if we only plan for what could go wrong.  That’s just half the equation.  It’s fine to be conservative and err on the side of caution, but to be truly realistic we should also consider a range of possibilities both good and bad.”   Author’s Note:  The concepts in this article are derived from Robert Leahy’s book, Overcoming Resistance in Cognitive Therapy.  New York:  Guilford

For five decades, the southern United States has been an attractive location for automakers to open plants thanks to generous tax breaks and cheaper, non-union labor. However, after decades of failing to unionize automakers in the South, the United Auto Workers dealt a serious blow to that model by winning a landslide union victory at Volkswagen. In an effort to fight back, three southern states have gotten creative: they passed laws barring companies from receiving state grants, loans and tax incentives if the company voluntarily recognizes a union or voluntarily provides unions with employee information. The laws also allow the government to claw back incentive payments after they were made. While these laws are very similar, each law has unique nuances. If you are in an impacted state, you should seek local counsel. In 2023, Tennessee was the first state to pass such a law. This year, Georgia and Alabama followed suit. So why this push? In 2023, the American Legislative Exchange Council (“ALEC”), a nonprofit organization of conservative state legislators and private sector representatives who draft and share model legislation for distribution among state governments, adopted Tennessee’s law as model legislation. In fact, the primary sponsor of Tennessee’s bill was recognized as an ALEC Policy Champion in March 2023. ALEC’s push comes as voluntary recognition of unions gains popularity as an alternative to fighting unions. We recently saw this with the high-profile Ben & Jerry’s voluntary recognition. Will this Southern strategy work to push back against growing union successes? Time will tell. Brody and Associates regularly advises its clients on all labor management issues, including union-related matters, and provides union-free training.  If we can be of assistance in this area, please contact us at info@brodyandassociates.com or 203.454.0560.  

I once had the thrill of interviewing Jerry West on management. He was “The Logo” for the NBA, although back then they didn’t advertise him as such. Only the Laker followers knew for sure. In 1989 the “Showtime” Lakers were coming off back-to-back championships.  Pat Riley was a year away from his first of three Coach of the Year awards. 

Can you Offer Too Many SKUs to Your Customers? The short answer is YES! A SKU, or Stock Keeping Unit, defines each different product version that you sell and keep inventory of.  There may be different SKUs of the same overall item based on size, color, capacity (think computer or cellphone memory), features, and many other parameters.  For build to forecast businesses, that number of variations can quickly explode and become difficult to manage. Your customers are busy and want ordering simplified. Of course, they may need (or want) more than one variation of a product. That is reasonable and a common aspect of business – one size does not fit all! But there is a point where too offering too many SKUs is not value added either for your customer or your business.  In his April 30, 2013 article “Successful Retailers Learn That Fewer Choices Trigger More Sales” in Forbes, Carmine Gallo discusses his experience and a study about “choice overload” by other authors. He writes about a retailer that “has discovered that giving a customer more than three choices at one time actually overwhelms customers and makes them frustrated…when the customer is faced with too many choices at once, it leaves the customer confused and less likely to buy from any of the choices!” Choice overload is well-documented in consumer studies but can apply in B2B as well. While customer satisfaction is important, another key concern is the often-hidden costs associated with a business offering and managing a large number of SKUs for a given product type. These costs include holding inventory, S&OP (Sales and Operations Planning) team time, small production runs, and scrapping inventory. Holding inventory takes up space, which may come with a cost or utilize racks that could be used for other products. Scheduled inventory counts take up employee time and may result in blackout periods when the warehouse is not shipping product.  The more SKUs there are, including extra SKUS, the greater the potential impact. The Sales team’s forecasting and the Operations team’s purchasing reviews that are part of the S&OP process can occupy more of their valuable time if they need to consider these times. If small orders or forecasts require a new production run, this could be costly and create excess inventory. Whether from this new production or past builds, eventually it will make sense to write off and scrap old inventory, another cost impact to the company. How do you know which SKUs to focus on if you wish to look at reducing your total number of SKUs? Start by examining SKUs that have: Low historic sales over a period of time Small variations between SKUs that customers do not value Older technology or model when newer option SKUs are available This requires a true partnership between Sales and Operations. It starts with educating both teams on the costs involved – neither group may be aware of the money and time impact to the company. Periodic (such as quarterly) reviews of SKUs that meet the above descriptions should become a fixed part of the calendar. A review of the data and other available for sale options should result in the identification of SKUs which may not be needed. At that point, it is helpful to have a customer friendly EOL (End of Life) Notice process by which you inform customers of last time buy requirements for this SKU and alternates available. It is usually best to provide some time for the last time buy in the interest of customer satisfaction, although that may not always be necessary. At a company that designed and sold electronics, a robust SKU rationalization process was implemented to help address these issues. A representative from the Operations team analyzed SKUs that met a version of the above criteria and suggested candidates for the EOL process. Next, a member of the Sales team reviewed them and, where appropriate, issued product change or EOL notices to customers, providing them time for last time buy orders when needed. These steps helped reduce the work involved in maintaining these SKUs while not leading to any customer complaints. A final note – sometimes it makes sense to continue offering low selling SKUs – to support customers buying other items (hopefully in larger quantities). It may be worthwhile to encourage them to keep coming back to you for all of their product needs and this may be a way to accomplish that. But it helps to understand that this is truly the case and not assume that this customer would not be equally happy with another, more popular, SKU.   Steven Lustig is founder and CEO of Lustig Global Consulting and an experienced Supply Chain Executive.  He is a recognized thought leader in supply chain and risk mitigation, and serves on the Boards of Directors for Loh Medical and Atlanta Technology Angels.

When it comes to careers, business owners are a minority of the population. In conversations this week, I mentioned the statistics several times, and each owner I was discussing it with was surprised that they had so few peers. According to the Small Business Administration (SBA), there are over 33,000,000 businesses in the US. Let’s discount those with zero employees. Many are shell companies or real estate holding entities. Also, those with fewer than 5 employees, true “Mom and Pop” businesses, are hard to distinguish from a job. The North American Industry Classification System (NAICS) Association, lists businesses with 5 to 99 employees at about 3,300,000, and 123,000 have 100 to 500 employees (the SBA’s largest “small business” classification.) Overall, that means about 1% of the country are private employers. Owners are a small minority, a very small minority, of the population. Even if we only count working adults (161,000,000) business owners represent only a little more than 2% of that population. So What? Where am I going with this, and how does it relate to our recent discussions of purpose in business exit planning? It’s an important issue to consider when discussing an owner’s identity after transition. Whether or not individual owners know the statistics of their “rare species” status in society, they instinctively understand that they are different. They are identified with their owner status in every aspect of their business and personal life. At a social event, when asked “What do you do?” they will often respond “I own a business.” It’s an immediate differentiator from describing a job. “I am a carpenter.” or “I work in systems engineering,” describes a function. “I am a business owner” describes a life role. When asked for further information, the owner frequently replies in the Imperial first person plural. “We build multi-family housing,” is never mistaken for a personal role in the company. No one takes that answer to mean that the speaker swings a hammer all day. Owners are a Minority We process much of our information subconsciously. If a man enters a business gathering, for example, and the others in the room are 75% female, he will know instinctively, without consciously counting, that this business meeting or organization is different from others he attends. Similarly, business owners accept their minority status without thinking about it. They expect that the vast majority of the people they meet socially, who attend their church, or who have kids that play sports with theirs, work for someone else. There are places where owners congregate, but otherwise, they don’t expect to meet many other owners in the normal course of daily activity. This can be an issue after they exit the business. You see, telling people “I’m retired” has no distinction. Roughly 98% of the other people who say that never built an organization. They didn’t take the same risks. Others didn’t deal with the same broad variety of issues and challenges. Most didn’t have to personally live with the impact of every daily decision they made, or watch others suffer the consequences of their bad calls. That is why so many former owners suffer from a lack of identity after they leave. Subconsciously, they expect to stand out from the other 98%. “I’m retired” carries no such distinction.       This article was originally published by John F. Dini, CBEC, CExP, CEPA on

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