Corporate Transitioning is the
integrated, systematic process
whereby the current ownership
of a company creates and executes
a plan to transition ownership
and control to the next
generation of management or
ownership. The transition of
ownership and control can be
simultaneous, running on parallel
tracks, or each can have
differing time frames. The
transition can take on many
forms and/or time frames.
Transitioning your corporation will be the largest, most
emotional, and potentially most life altering event that you
will ever undertake. Unfortunately, the mergers and acquisition
industry has given business owners a false sense of
security. The fact of the matter is, no matter how you transition
out of your company, proper planning can mean the
difference between success and disaster. It is also important
to understand that how you “treat your company” ultimately
determines how much you’ll be able to realize in any transition
strategy.
ATI Capital Group, Inc. ("ATICG") is a designer and facilitator of
such plans. We bring a team of independent professionals
together who concentrate in and have unique experience
helping business owners design, implement, and complete
such plans. ATICG acts as an architect during the design
phase, taking you through all the features, benefits, and
requirements of each alternative course of action. Our
background in accounting, income and estate tax planning
and compliance, corporate finance and business valuations
uniquely positions us to provide unbiased plans that will
meet your needs based on your specific facts and circumstances.
Our “alliance” with transaction attorneys, ERISA
attorneys, Deferred Compensation attorneys, Independent
Trustees, CPAs, and other professionals in related
support industries allow us to be professional, independent
and very thorough during the development phase of your
plan.
During the implementation phase, ATICG acts as a
"general contractor" taking on several tasks directly and contracting
other tasks to the above mentioned independent
professionals who have the expertise to execute based on
your plan. This process provides you with a task oriented
team that understands your needs, has agreed to execute
your plan as designed and is desirous of working with your
exiting team of advisors to get the task completed. Upon
completion we are available for ongoing support and
services.
What questions do business owners ask?
We often hear and address the following questions or issues when discussing corporate transition strategies.
- How am I going to sell or transition out of my Company?
- What is my Company worth?
- How do I create value in my Company?
- How am I destroying value in my Company?
- Why do I bother building up the value of my company if no one is going to be able to buy it from me?
- If I sell my company, what happens to my employees?
- What recourse do I have if I sell the company and the buyer can’t continue to pay on my note?
- Where are my partner’s going to get the money to buy my stock if I should pass away suddenly?
- Can I sell part of my company, or do I have to sell 100% of it?
- I’d love to sell my company to my key employees but they can’t afford to pay me what it is worth, can they?
- How do I extract my value out of this company and do so without burdening it with so much debt that it goes under?
- I want to start the process now but I am not sure when I want the process to end, can I begin to execute a plan that does not have a specific ending date?
- How much will be left over after I pay taxes on the transaction
or series of transactions and what if the income from the investments is
not enough to sustain my current lifestyle?
These and other questions are the most common and are on the mind of many business owners.
Before we address these questions, however, it is important to discuss some basic truths in business that
every business owner must come to grips with:
Truth #1: Every Corporation Pays for Itself. This truth is evidenced by the following conversation.
Client: I don’t need to value my company, I am going to sell it to my son for $10,000,000 because
that is what I think its worth and I won’t take a penny less.
Sam:
How is your son going to pay you for the Company?
Client: That’s simple, I’m going to take him down to my bank, I’ve known the president for over 20 years
and he’ll give my son a loan for the down payment of $2,000,000 which he’ll pay to me and I’ll take a note
for the balance.
Sam:
Where is your son going to get the money to make the monthly payments to you and the bank?
Client: Well, I’ll have my accountant increase his salary so he can pay me and the bank.
Sam: So the money is coming from the company? Do you know what the tax impact of that transaction
is going to be? Do you know how much you’re going to have to increase your son’s gross salary in order
for him to have enough, after tax, to pay you and the bank?
Inevitably the conversation continues...
Client: ...and of course I’ll continue to take a salary; and of course the Company will pay for my benefits, health insurance, life insurance
premiums, and of course there is my car, my wife’s car and my daughter’s car and the gas and insurance on everyone’s car. My son can’t
just cut me off; after all until he pays me it is my company. Oh, and my country club dues, you never know I might meet a client at the
club it will all continue to be run through the business, its my business you know and I’m entitled.
Sam: Can the company cash flow the note, your salary, and your benefits? If the company can currently cash flow all of the above, what happens if the company needs to borrow money to buy capital goods? What if there is a downturn in the economy?
Sometimes the conversation goes like this...
Client: That’s not true, my company won’t have to pay for itself, I’m going to sell my company to another company, might be a
private company or a public company but that company is going to pay for my company.
Sam: Well at your current level of after tax profit, including a reasonable salary for your position, how many years will it take the acquiring
Company to recover its investment of $10,000,000? With an after profit tax of $750,000 it will take 13.34 years and that’s not taking
into consideration the interest that the acquiring company will pay on the $10,000,000. That represents a 7.5% after tax and before
interest expense return on investment, is that reasonable? Would you pay that much for another company that competes with you?
Do you really think a sharp CEO or CFO will take on that much risk for a 7.5% return on investment? Can businesses buy other
companies in your industry and get an 18% to 21% return on investment? Oh and do you think the business is going to buy your
stock or assets? Do you know how much you’ll have left over after taxes with an asset sale?
Client: I don’t know.
The fact of the matter is, that no matter who you transition your company to, no matter the terms, your company’s worth is based
solely on its ability to generate net free, after tax, cash flow. We can show you how to measure and maximize
that value, analyze and explain all the reasonable options, and begin to create a process that will create a culture
in your business that will embrace the change. We assist in helping management understand that this
process is just that, a process and not an event and proper planning and execution of that process is ultimately
what determines the outcome of the process.
