FAMILY BUSINESS SUCCESSION PLANNING

Written by Dave Kauppi


As Penn State professor William Rothwell ominously points out inrepparttar forward to Exit Right: A Guided Tour of Succession Planning for Families in Business Together, more than 40% ofrepparttar 104036 people who runrepparttar 104037 closely held operations that comprise 80% ofrepparttar 104038 North American economy will retire by 2007. Those businesses will either be sold to a third party or management team, closed down, or passed on torepparttar 104039 next generation. In this article I will focus on passingrepparttar 104040 business on torepparttar 104041 next generation. Tax laws still favor home ownership with mortgage interest as a tax-deductible expense. The government has also encouragedrepparttar 104042 passing of a business from one generation torepparttar 104043 next with several favorable estate and gift tax rulings. Estate planning attorneys have utilized IRS ruling 5960 to minimizerepparttar 104044 estate and gift tax owed for a business either gifted to or inherited byrepparttar 104045 next generation. The business is often placed in one or more LLC’s and divided up into minority pieces to take advantage of very substantial and legal minority discounts, often as high as 40%. As is oftenrepparttar 104046 case, a business owner will have, for example, 4 children. Two sons will be actively involved in runningrepparttar 104047 businesses and two daughters have built lives totally separate fromrepparttar 104048 business. Because 85% ofrepparttar 104049 value ofrepparttar 104050 estate is tied up inrepparttar 104051 value ofrepparttar 104052 business, to be “fair”repparttar 104053 business is gifted and willed torepparttar 104054 four siblings in almost equal proportion. Becauserepparttar 104055 sons are runningrepparttar 104056 business, they will get slightly more ofrepparttar 104057 business and slightly less ofrepparttar 104058 remaining estate. This gives them majority interest inrepparttar 104059 business. After dad leavesrepparttar 104060 business,repparttar 104061 two sons will continue to run and growrepparttar 104062 business without any input or participation from their two sisters. Typicallyrepparttar 104063 business does not pay any dividends andrepparttar 104064 two sisters’ portions are non-liquid because there is not a good market for selling minority stakes in a privately held business. Also, there is generally a very restrictive buy sell agreement that favorsrepparttar 104065 majority holders. The sisters have no idea whatrepparttar 104066 “fair value” ofrepparttar 104067 business is andrepparttar 104068 only indication they have ever gotten is an official IRS gift tax or estate tax return with 40% discounts applied. Ifrepparttar 104069 enterprise value were, for example, $50 million andrepparttar 104070 two sisters owned a combined 40%, you would think that they had an asset worth $20 million. The only document they have seen, however, isrepparttar 104071 gift or estate return, valuing their portion at only 60% of that number, or $12 million. The brothers feel entitled torepparttar 104072 lions share because Ann and Julie had nothing to do with building this business. The brothers pay themselves big salaries and benefits and pay out little of no dividends. They may approachrepparttar 104073 sisters with gift tax return and restrictive buy sell agreement in hand and offer to generously buy outrepparttar 104074 sisters for a combined 8 million, because that is “allrepparttar 104075 company can afford to pay.”

Business Growth Through Strategic Merger and Acquisition

Written by Dave Kauppi


Successful growing companies usually grow through a combination of organic growth and strategic acquisitions. For purposes of this article, a strategic acquisition is defined as an acquisition whererepparttar result ofrepparttar 104035 combination is far greater thanrepparttar 104036 sum ofrepparttar 104037 parts. For example, if Company A with revenues of $50 million Acquires Company SA with revenues of $10 million,repparttar 104038 Newco mathematically would have revenues of $60 million. The anticipated performance of a well thought out strategic purchase might result in a combined revenue for Newco of $100 million within a 1 to 2 year period. A second category of strategic acquisition would focus on an improvement ofrepparttar 104039 profit margins of Newco.

Let’s use two companies that are recognized as amongrepparttar 104040 best at making successful acquisitions, General Electric and Cisco Systems. As their stockholders will happily tell you, these companies have been star performers in growing shareholder value. General Electric is a giant conglomerate with business lines such as GE Capital, GE Plastics, GE Power Systems, GE Medical, and several others. Cisco Systems could be categorized as a high tech growth company primarily focusing on voice and data communications hardware, software, and services.

The first rule of strategic acquisition we learn from these two prolific and successful companies is that they do it on purpose. They have a well thought out defined approach. To quote GE, “We are allocating capital to businesses that can increase growth with higher returns, businesses requiring human capital as opposed to physical capital. We are disciplined and integrators and we growrepparttar 104041 businesses we acquire. Overrepparttar 104042 past 10 years Cisco Systems has acquired 81 companies. If you track their stock price overrepparttar 104043 same period, it is up a remarkable 1300% over that same period. GE, starting with a much larger base, still outperformedrepparttar 104044 S&P 500 index overrepparttar 104045 same period 3 to 1.

If you studyrepparttar 104046 acquisitions of these two companies as well as good middle market growth through acquisition companies, you find some common strategic themes. The core principal that runs through almost every example is INTEGRATION. Withrepparttar 104047 exception of establishingrepparttar 104048 original platform, GE expanding from their original roots and establishing a presence in plastics, for example, all of these acquisitions focus on integration.

An example that I use to summarize strategic acquisitions for Cisco Systems is not a real acquisition, but a hypothetical company that should demonstrate a point. I have been a very happy stockholder for over a decade. It seems like every year they would announce an acquisition that looked like this – Today Cisco announcedrepparttar 104049 acquisition of Optical Solutions Company for $30 million in stock. Optical Solutions Company manufacturesrepparttar 104050 OptiFast Switch,repparttar 104051 fastest optical networking switch onrepparttar 104052 market today. The Company was started two years ago by two Stanford Electrical Engineering Professors. Current sales are $1.5 million and last year they lost $700,000. My initial reaction was, “Whatrepparttar 104053 heck are they doing?” What they were really looking at was what this technology could become as it was integrated intorepparttar 104054 Cisco family. First, Cisco has 5,000 sales reps, 12,000 value added resellers and systems integrators that sell their solutions, and 600,000 customers that think Cisco walks on water. Cisco knows their market, their customers, andrepparttar 104055 first mover advantage in their market. With this backdrop,repparttar 104056 OptiFast Switch achieves sales of $130 million in its second year of Cisco sales. That’s whatrepparttar 104057 heck they were doing – a classic strategic acquisition.

There are several categories of strategic acquisition that can produce some outstanding results with effective integration. Many acquisitions actually have elements from several categories.

1.ACQUIRE CUSTOMERS – this is almost always a factor in strategic acquisitions. Some companies buy another that is inrepparttar 104058 same business in a different geography. They get to integrate market presence, brand awareness, and market momentum. Another approach is to acquire a company that can establish a presence for you in a different market segment. For example, lets say that that Company A made fasteners forrepparttar 104059 automotive industry and felt that their expertise could be applied torepparttar 104060 aerospace industry. A company that produced fasteners forrepparttar 104061 target industry could help jump-start this strategic initiative.

2.OPERATING LEVERAGE –repparttar 104062 major focus in this type of acquisition is to improve profit margins through higher utilization rates for plant and equipment. A manufacturer of cardboard containers that is operating at 65% of capacity buys a smaller similar manufacturer. The acquired company’s plant is sold, all but two machines are sold,repparttar 104063 G&A staff are let go andrepparttar 104064 new customers are served more cost effectively. Adding new customers without increasing fixed expenses results in higher profit margins.

3.CAPITALIZE ON A COMPANY STRENGTH – this is why Cisco and GE have been so successful with their acquisitions. They are so strong in so many areas, thatrepparttar 104065 acquired company getsrepparttar 104066 benefit of some, if not all of those strengths. A very powerful business accelerator is to acquire a company that has a complementary product that is used by your installed customer base. It is ten times easier to sell an add-on product to an installed account than to sell a product to a new account. Management depth and skill, production efficiency/capacity, large base of installed accounts, developed sales and distribution channels, and brand recognition are examples of strengths that can power post acquisition performance.

4.COVER A WEAKNESS – This requires a good deal of objectivity fromrepparttar 104067 acquiring company in recognizing and chinks inrepparttar 104068 corporate armor. Let me help you with some suggestions – 1. Customer concentration: too much of your business is concentrated on a small group of customers 2. Product concentration: too much of your business isrepparttar 104069 result of one or two products 3. Weak product pipeline – in a business environment that is becoming more innovation focused, having a thin product pipeline could be fatal. Many ofrepparttar 104070 acquisitions inrepparttar 104071 pharmaceutical industry are aimed at covering this weakness. 4. Management depth or technical expertise and 5. Great technology and products – poor sales and marketing.

5.BUY A LOW COST SUPPLIER – this integration strategy is typically aimed at improving profit margins rather than growing revenues. If your product is comprised of several manufactured components, one way to improve corporate profitability is to acquire one of those suppliers. You achieve greater control of overall costs, availability of supply, and greater value-add to your end product. Another variation of this theme some refer to as horizontal integration is to acquire a company supplying you distribution.

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