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PERSONAL BUSINESS

2.12.99  
Will My Beloved Business Survive Me?
Succession planning is best done before disaster strikes

Ron Norelli stood at a crossroads in 1991: His three-person Charlotte (N.C.) corporate-planning firm was turning business away. He could afford to put the kids through college and still take vacations. But the 55-year-old entrepreneur knew that Norelli & Co., which he founded in 1981, had no future once he retired or died. Should he try to give it one or leave it to fade away behind him?

As is true at many small service companies, the founder's personal qualities are the company's principle asset. "When clients called, it was me they were calling, not necessarily a firm. If I left, for all intents and purposes, the company would cease to exist," he recalls. "I decided I wanted there to be something that could continue without me." Norelli's kids weren't going to be ready to take over any time soon. So he knew he needed a plan.

Norelli's forethought made him unusual. Few entrepreneurs formulate succession plans before tragedy strikes. Typically, the owner or family members leap into action -- when it's too late to do much besides liquidate the company. About 70% of successful family enterprises never make it to the second generation, according to a U.S. Commerce Dept. study. That's in no small part because most lack a succession plan.

LET GO. "Entrepreneurs by their nature think they're infallible," says succession plan expert Mary Cenowa of McGladrey & Pullen in Minneapolis, Minn. Many are too busy running their companies to consider anything else, she says.

But it takes a well thought out blueprint that dictates who runs the business in the event of the founder's departure or demise -- as well as who pays how much for it and who gets it. And that's the hard part, as Norelli discovered.

Even after a business founder realizes the need for a succession plan, putting it into place can be a disillusioning experience -- many times, no one wants to buy a company without the person behind it.

Norelli thought he had a good plan, though a serious illness in the family kept him from acting on it until 1995. He decided to seek an outsider to inherit his throne and buy him out. He formed a board of directors and hired consultants to give his operation more muscle. Then, he engaged a search firm to recruit his successor. With an attorney and an accountant, Norelli drew up an agreement spelling out how and when the successor would buy him out and setting a value for the company.

Norelli hired a candidate, and they struck a deal. Things began to crumble two years later, when it came time for the successor to start buying Norelli out. "He didn't want to take a risk," he says, "so I had to start all over again."

This time, Norelli conducted his own search, tapping people he trusted in his business circles. Another name came up, a banker 10 years Norelli's junior. The company's entire staff interviewed the candidate. And after he passed muster, Norelli hired him. The founder also promoted a staffer to vice-president, making him next in line, and drew up a new buyout schedule that began in 1998 -- only one year after the successor joined the business.

Norelli is clearly relieved. "My backup and his backup are in place. We now have nine people, including five who own stock. If something were to happen to me, Norelli & Co. would keep going," says the consultant, who still retains a controlling interest. "It's not easy," he admits. "People who found companies often don't want to think that maybe they're not going to be there some day."

Actually, there are good present-day reasons to draw up a succession plan, even for those who hate to confront the future. Having one in place increases a company's value, says Cenowa. It underscores that the company can run on its own and spells out an orderly disbursement of the assets. Otherwise, the designated successor may find that he or she can't step into the leading role because the company's ownership is tied up in probate or disputes with family.

MORTALITY. What does it take to get entrepreneurs to focus on this intimidating task? Concern about family sparks most plans. "Most often, it's the entrepreneurs realizing they are mortal that makes them come up with a plan," reports Cenowa. "Second to that is the spouse or significant other wants some time together. Third is when entrepreneurs between 40 and 45 start thinking along the lines of early retirement. This is when it's most efficient, because a good succession plan can take 10 years to implement."

Bob Schneider knew all too well about the importance of facing one's mortality head on. He started formulating the most recent succession plan for his Macedonia (Ohio) patio business about a decade ago. He was then 46, his mother's age when she died. Schneider's father started the business with a partner. Seven months after the founding, Schneider's father was diagnosed with a brain tumor. Schneider quit an academic career to take care of his dad and the business. That was more than 30 years ago. Today, Patio Enclosures Inc. employs more than 650.

Schneider's succession planning took several detours. In 1979, the original partner wanted to retire. Schneider feared buying him out because Schneider's assets were thin. So they put the business up for sale. A venture-capital group evaluated the company and came up with a price. Schneider initially agreed, but reneged when the VCs changed the terms. Still, there was one positive result of the whole ordeal -- a thorough valuation. Based on the new numbers, Patio Enclosures bought the partner's stock and retained him as a consultant for 10 years.

When the consultant's contract ended, Schneider was pleased with the business -- it was cash rich, debt-free, well organized, and had a solid market position. Yet he remained unsure of its path. Schneider considered taking it public, but he didn't need the money and loathed being tied to public projections of cash flow and quarterly earnings. He considered selling, but didn't want to relinquish half of his profits to capital gains -- or be out of a job.

Schneider tackled a management plan first. He knew he needed to groom a successor but feared getting stuck with the wrong person. "I brought in somebody in 1990 as VP of manufacturing. Rather than whisper in his ear that I had plans for him to take over, I knew I needed to try him out. I gave him some paths out of his area to see how he would do. He's doing very well. In 1992, I made him president and COO," Schneider says.

Then Schneider tackled disbursement of assets. "In 1995, I came to the conclusion that I didn't want to have any partners in the future," he says. "So we decided on an ESOP," or employee stock ownership plan, a structure that allows an owner to transfer shares to the staff and has significant tax advantages for the owner and the company.

Schneider initially turned over 30% of his stake to his employees, which the company paid for out of earnings. He recently relinquished 10% more. He says the succession plan is going well. "I get to stay and run the company in the way I've been running it. I know I need to make myself unnecessary, so I've been firing myself from different responsibilities," says Schneider. "In another six or seven years, they can get rid of me if they want to. And the business will live on." That's a legacy worth planning for.

By Carol Dannhauser in Fairfield, Conn.

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