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Summary of Podcast on EP27 - Happy Gilmore - ESOP transactions using a hockey stick projection! - The Grid Wiki

EP27 - Happy Gilmore - ESOP transactions using a hockey stick projection!

Journey to an ESOP & Beyond

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| September 19, 2022

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When should a business owner start succession planning?What advice do business owners who sold to third parties have to offer me?Will all of my employees become owners if I sell the business to them?

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This episode provides some insight into how forecasting can influence the approach to an ESOP transaction. Typically we don't see a lot of forecasts that are overly aggressive as future growth tends to follow historical growth. However, there are circumstances that justify a strong forecast that are going to have some implications in fair market value. Happy Gilmore helps bring to light that sometimes the unlikely can happen as he reminds us all with his crazy hockey stick drives.

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[0:10] Everybody thank you so much for joining today we're excited to be on this journey to an ESOP this is the theesopguy and we are in season 3.  Working through a couple different things that we've been really focusing in on and in this one I think today is going to be very interesting I'm going to start off the episode with this.    [0:32] I think most people have found their way over to Happy Gilmore.  He's been the talk of the course today with these huge drives in his amazingly bizarre behavior he's on the 17th green right now having a little trouble closing out his day happy the ball itself has its own energy.  Or Life Force if you will its natural environment is in the home so once you send them home.    [1:00] It's bags are packed he's got his airplane tickets bring him to the airport.    [1:06] So the mom send them home the send them home it's time to go home there ball.    [1:19] Well the thing is is he does try to hit that Putt and this specific scene I chose because he.  Is unsuccessful at the Putt and but what Happy Gilmore is successful at.    [1:34] Is hitting this the golf ball a mile using a hockey stick.  And so this is what this movie came out in the mid 90s and I'm I'm almost confident that maybe most people have seen this movie because it is so funny and.  Some tea sometimes it's like you know when we when we think about this movie it's funny because if you do golf which I do golf it just makes you laugh at yourself and I don't know how many people ever tried this,  I'm going to say just be honest I haven't,  but how to do the Happy Gilmore Drive shot but anyway so way off the rails here but I wanted to kind of start off with this because the today's topic is going to be about a hockey stick,  projection when you're going into an ESOP and what do we mean by hockey-stick projection we mean that the company's historical.  Averages of growth.  And profitability so when we talk about this we're connecting it to what the company is able to do historically.  And moving into an ESOP your what happens is you're going to have to put a forecast together and and in the event that there is the.  The company puts together a forecast that has an accelerated growth or very aggressive growth or you know we call hockey stick growth it's going up like.    [3:02] Uhn disproportionately to the historical averages that's what we mean by that so this topic this episode today is going to be fun because we're going to talk about.    [3:12] One of the things I've said before this podcast is I don't you know I'm not super comfortable with a hockey stick projection and as an advisor because,  it's hard to show that this is actually going to happen right and so the buyer who is the trustee on an ESOP deal is going to have to think about with their valuation firm the likelihood if I'm really that the inclination.  Is going to be I want to Discount that forecast back to historical averages because that's what the company's been doing so this is going to be all about,  using a hockey stick projection in an ESOP so so stay tuned on this and we're looking forward to really developing the idea so that you can better understand where your projection might be,  and maybe it's just a way for you to start thinking about the idea of putting projections together now even maybe you're not even ready to do the ESOP yet but I think just as a practice,  as a practical thing doing that is going to be a very helpful.  Process for you go back to work the house is like 400 yards away is that good that's unbelievable beginner's luck.    [4:22] Twenty bucks says you can't do it again Bring It On.    [4:32] Music.    [4:39] Are you gonna pay for that.    [4:42] You hit that guy he shouldn't have been standing there one more time double or nothing you better pay up.    [4:54] Oops all right maybe we should get back inside.    [5:04] You made a bet Pay The Man.    [5:08] All right so okay this is where Happy Gilmore discovers his long drive and,  it's like he calls it a sissy game golf as a sissy game which is hilarious she goes out there to show these movers so they would go back to work,  and to do that he's got to kind of say Hey you know I'll go ahead and hit the ball longer than you anyway he discovers he can hit the long ball that with.  A weird weird weird drive so super like when you look at this it's like so unlikely right it's so unlikely that that would ever happen and so we think about the hockey stick projections.  It's the same thing like there's just no way right in some ways like if I go golfing and I try to hit the golf ball like that there is no way it's going to work now,  that's what makes this movie fun and that's what makes hockey stick projections fun too by the way.  So one of the I want to get into this idea of why you know and these are going to be some things I think that are probably.  I think it's important to talk about this.  Of why hockey stick projections are difficult to even comprehend our people accept those as we start thinking about them.    [6:21] And I say all this because the reality is that very probably very few circumstances it's going to make sense to use them,  but it's the same time it's just important to to be thinking about why why would it be difficult or unlikely so the first is that just that the world itself.    [6:39] Is what is a stable stable you know we think when we think about our businesses there's there's not a lot of changing in the marketplace you know radically like in major changes up or down,  usually things are just kind of like they were very similar to what they were yesterday and then tomorrow is going to be the same as today even though that sounds kind of boring,  it really does kind of play out in real life.  So in general you know unless you're dealing with something that's just explosive our businesses are not going to just go because through these massive growth.  You know accelerated growth patterns just because we want to because really we existing worlds that are much more stable the second thing is that.    [7:27] The world's really do follow more of a predictable pattern so that's why a lot of emphasis gets placed,  on this idea that we are working more in a very very predictable way of things like so if we have,  business that is following a sees the seasonal nature of things through the months we could probably think that our business is going to follow the same nature you know each year if it's seasonal or each cycle whether it's a,  I'm more of a boom-and-bust cycle that we're operating in there is more predictability in the economy,  and so what what really makes sense is the to think about the predictability,  that is demonstrated in historical averages whether that be historical growth rates or Trends and then apply those to the forecast so when we when we suggest in a hockey stick projection,  what we are doing is we're kind of saying hey we're going to go outside of the normal predictable patterns of what happens around in our economy or in our specific businesses,  and whether that's our Geographic markets or the actual industries that were operating in.    [8:41] And so because of these predictable patterns it's very common to look at these types of things and say all right well it doesn't does it really make sense for us to to work through those types of changes.  And so what has to happen is is.    [8:59] There's really two things internally our businesses might be going through some some changes and when I mean by has to happen what has to happen to get to the table and really start to justify these,  aberrations are these differences of major growth versus historical,  historical levels of growth is we've got to dig into what's happening internally in the company and then start to lay out,  what is changing in our company to help prepare us to to to not only meet the projections but managed through the,  the changes that are going to have to happen you know to to hit those projections and so it may be that our businesses infrastructure.  It is has you know it's going to be is going to be question that the infrastructure of our capacity to produce at that level.    [9:51] Maybe a 25 to 30 or 40 or 50 percent growth in Revenue what does it look like the question will be asked by the valuation firm on the other side which is the trustees evaluation form what does it look like for the company,  to produce that much more in Manpower.    [10:10] With labor with technology that they're using with facilities the way that they're managing your facilities the fleet of trucks that they have do they have the equipment to produce,  that at that level so infrastructure is going to be one of those that's going to have to be really investigated,  and then on the other side of things when we think about the external side of things we are thinking about is.  Is what has happened what has changed externally and and as we start thinking about this we are our storyline our Narrative of understanding this is going to be up to me really.  You know really well explained in terms of you know anything about external like the marketplace that we're doing business is what let's talk about the customers,  and the trends in that in the customer groupings like what is changing in the trends in the customer grouping,  so one thing I've seen a lot in the last five years I'd say three to five years in our Marketplace is.  The we've had a massive change externally for comfort for people moving from.  Different Geographic markets into our Market which is our primary Market is a CPA firm is Florida so people have moved in lot of a lot of people have moved at the same time into Florida.    [11:30] And I kind of coin it as when I talk about it in a meeting with trustees and stuff I just say hey this is like a permanent migration,  it's not it's not like people are going to come to Florida to buy a house and then go back and do the other state and live there they're coming here.  In its it is affected businesses like architectural firms it is affected businesses like homebuilders is affected businesses of like subcontractors that are in that space.  And so they've had a surgeons of new business from this external change in in the marketplace and so that's a that's a pretty valid reason to have some pretty aggressive growth,  and in some cases because of the timing of of all that happening and some cases it could be real justification for.  A hockey stick type of projection where you're going saying I don't know how they're going to hit those numbers,  I don't know how he's going to hit a drive 400 yards but hey he's gonna he's they're going to do it based on these types of things so so that has to be explored in the early stages of putting the projection together to make sure that.    [12:45] It's achievable and that there are definitely parts and pieces of it,  other things again thinking internal and external other things might be the government the legislative bodies might have changed the rules on things that could definitely lead to external changes that might.  Connect to accelerated growth when we when we saw the you know when covid happen when we saw the money flooding into the economy with the PPP money,  when we saw the interest rates coming down dramatically back then they're just those types of things.  Will impact a business in certain ways that do affect the projection so so a lot of times I think when I would go through planning stages I would just recommend make a list when you're doing your projection make a list of internal types of changes that are happening,  and even if you're again I this this whole topics about hockey stick projections but even if you're just doing this,  for a normal business projection for your ESOP transaction it's really helpful just to make a list of all the internal things that are happening in your business,  that are that are going to affect the future and then make a list of all the external things that you're aware of.  Um that are going to affect the future and one thing that you have to be aware of in a projection scenario is if if there's a if there's a massive movement.    [14:07] You know a change that's happening and you might be in perfect position to to capitalize on that change you have to also know business-wise of course.  Depending on the barriers to entry which is an economic principle of competitors to come in depending on those barriers to entry there might be a great opportunity for competitors and to now jump into your Market,  and be competitors where you would be wanting to think about that and you know realistically in your projection,  and so so these are going to be assumption so if you think about this internal and external list.  They're in a some in some way every every projection itself is just an overlying / assumption right  we're assuming this we're assuming that we're suing that so these are these are overall assumptions we're really making but when you organize it that way I think you're able to kind of make,  and create a very very organized.    [15:08] It just definition and connectivity to your projection where it's not just,  you know say hey we we know we're going to hit these numbers it helps to connect all the dots to,  what makes sense from a from an overall standpoint so that and the better you do that the better the opportunities are in terms of really supporting that with that projection is so so I think one thing is I say this I mean I am.  In general not you know and I said this before I'm not,  you know thrilled to do like trying to go okay let's figure out how to do a hockey stick projection but at the same time if that's real then I'm all about it like if that's what really going to happen if we really feel that that's,  that's the highest probable situation then then let's just do this let's go through our internal list let's go through our external list and let's just start making,  you know the note so so this really is about not just the financial projection side it's nailing down,  all of the assumptions related to why that's going to work and why it's not going to work,  about time it is about time I mean I just couldn't get the ball in the hole I wanted to but I just couldn't do it.    [16:25] Don't they have condition yeah I'm just saying that right now that was a good scene to kind of mix this up a little bit.    [16:34] And really as hockey as Happy Gilmore goes in and he puts that one ball and and the guy is like commenting and he's just angry is an angry person so.  I hope you're not angry today as we listen as we go through this.    [16:48] This topic is really going to be important and the reason I like connecting the this episode with Happy Gilmore it's because really when you do think about hockey stick projection.  The unlikely nature of actually hitting when I call a hockey stick projection hitting some really aggressive Revenue growth targets is.  The same thing is almost like hitting a golf ball with a hockey stick and it going 300 yards or more.  You know and doing that consistently right so so I think it really is it's kind of an interesting as we as we roll out this concept what is at stake in the forecast I mean why does this even matter so let's go to that for a,  and,  as I start to talk about this I just want to kind of also make sure that you know to go to our website at journey to an ESOP.com if you have interest in other episodes and,  as you think about this podcast if you think it might help people please share it with a friend and again what might help to is just do a quick review of the podcast in,  do you know that just helps people know whether or not they want to listen to it so.  So anyway what is at stake in the forecast is the whole not the whole but the primary waiting value is going to be built around the discounted cash flow method.  Now we can blend in Market approaches we can blend in the capitalization of earnings which is historical valuation metrics.    [18:15] But the reality is that the buyer is buying his story his buying not historical cash flow that they're buying real cash flow where the cash flow that's happening.  And,  what we're suggesting to the buyer when we have a hockey stick forecast is that we're going to have you know a lot more value you know or a lot more cash flow for them to do the things that have to be done like pay off the debt and other things like that,  but it implies that there's there is more value for them to pay and so the issue that they have is going to be.    [18:51] Well how do they know you know you might know that it's a it's possibility or real a real possibility,  but how do we communicate that to them and so what I wanted to start off with in this hockey stick projection concept is the idea that.    [19:09] We need to we need to have some good reasons if we're going to use a hockey stick projection.  First off we're gonna want we're going to want to have some basic understanding of why of what's happening and I'll tell you I've had a few.  Scenarios and you know when I say hockey stick projection I could be kind of a little more on the.  Not as extreme I mean maybe they're just aggressive maybe the company has.  Has had five percent Revenue growth over the last five years every year.  And now in our projection we're going to project 20% so I would kind of put that in the pool,  hockey stick projection is now if its twenty percent this next year and then 30% and then it goes back down to five that's a whole different ballgame that's not a that's not what we're talking about,  I'm talking about we're going to go from five percent growth to the 20 and then we're going to keep growing like that or we're going to go really hockey stick and just go double the business or something like that in the next several years and so.    [20:15] So to make sure that's important as we Define what we're talking about with a hockey stick projection.    [20:21] And I also say this because I think it's important when you're putting a projection together.  The to me the best way to do that is mole is put together some drafts get some feedback from from your people and.  On April on a projection in an ESOP transaction one of the things that's going to come up in the in the trustee due diligence with their valuation firm one of the things that's going to come up is who prepared this projection.  If it was the sell-side advisor who's being paid a success fee how come IE conflict of interest right,  then that might be a problem for the Department of Labor right so so generally speaking I mean like always the company should be preparing the projection.  That as we go through that process of preparing projections and we've done podcast episodes on this before we need to be thinking about.  Whether it's a hockey stick projection or it's just whatever projection you're doing if its growth.  Or even if it's not growth you know we we need to basically come up with what is the purpose that of the purpose but what is the reasoning behind.  What's happening on the revenue line and on your cash flow e b a line over the next three four five years in the forecast.  So if we're going to try to validate a hockey stick projection.    [21:51] We need to kind of come back to some of the basics like well this is what happened guys this is the this is the these are the numbers but hey this is the story behind the numbers right,  so the company got a new contract and that contract was successfully negotiated we had never had that business before we're not losing any other business that would be the other thing I got,  a company that has let's just say they have hypothetically they have all these this business and they're going to get a big contract.  Well we need to make sure we also keep the other contracts right so they got another contract that was significantly larger.  Then the other ones in so that that could be a reason we could have a hockey stick projection may be working on it for years and they finally got through all the layers of the.  Business proposal work or just making the right contacts took them ten years whatever it was but so going into the future we could definitely use that Society to substantiate.  Projection like that we maybe we instead of a contract we're more picking up like accounts and.  In our business we picked up one of the largest national accounts that we haven't had in the best thing about you know when you think about,  justifying it what are the things that we're going to look for.    [23:09] So let's just say we're in we're in September now right so we're we've done it 20 22 forecast already for some clients as we start closing in on the year.  We're always looking at the interims to see if it's substantiating and if it's providing some support to those forecasts if it's not if we're behind.  In the in the interim revenue for what we forecasted and then we definitely going to have.  A flag that says hey let's hold off let's just talk about what's happening.  Depending on where you are in your in your ESOP transaction if you're if you're deeper into it or if.    [23:47] If you're just starting those are those are going to be important points.    [23:53] So you could pick up a larger contract there's going to be for hockey stick projection there's going to be some indication of a significant change upward so what is.  The change due to so we're going to have to nail that down.    [24:09] What might be you know some of the things that have happened over the last couple of years and maybe the timing delays finally getting the supplies needed and starting to see that.  Open up for everybody so that there,  materialism moving or things that that were needed to finally get those so the question would be what to support the rejection if that's the reason,  then we're going to go into talking about what has happened what was the trend in the supply chain why is it changing now what's you know what's opening up,  what that what that will kind of,  speak to and set up is the idea that hey what happens what would happen if we had another tightening of the supply chain you know what are ongoing,  revenue forecast be in Jeopardy in future periods to so you have to you have to really think through these reasons behind what these are.  And.    [25:04] And I've said this at the beginning part of it what's at stake well if we can justify hockey stick projection in a sense where we are saying that this business is worth more.  Then without him right so we are we're arguing.  Contending for and building a case for a higher value in a business and so that's that's really important work that has to be you know well thought-out and so.  That is we get into those kind of Concepts we're going to want to make sure that we take the time to explore what are the reasons behind.  Those projections and have our story in alignment with that with good data and good documentation on that so it might be the actual contracts that we've signed it maybe,  you know just proof of how that has worked if we have an ongoing projection of high growth.  The question is going to be how do we sustain that little maybe we got a big contract this year but what why would we keep getting bigger contracts next year which is going to.  Parley play a little bit on not just my business in my business model but the encanta the economy in general.    [26:19] So we have to be thinking about.  Our Geographic footprint in the economy or what is the competition related to other companies coming into the into that space so those could be those become a lot more.  Um significant questions Salient questions to understand,  the business itself if we're going to be arguing for higher revenues you know then we have had historically as we as we kind of nailed down how we're going to go about defining this topic of hot of hockey stick projections.  As we think about putting this now together with.  The the the analysis that we're doing and then we work through the ESOP process and we're going to get to a place.  In the ESOP process which is going to be we've got all the information together we're supporting a hockey stick projection we're going to provide all that information for due diligence for the valuation firm.  We're going to provide all the information in the presentation on the,  on the on the Sim the confidential information memorandum and so then we're going to go into we're going to get ready now that go into negotiation and and start thinking about some of the possibilities that would be possible outcomes to what we're getting at so with that let me start with this.    [27:34] I'll just beat him now good luck.    [27:41] Chaplain are you going to help me with this one.    [28:22] Oh my God.    [28:33] All right so I wanted to finish the episode with this because this is like the insane right so he's got to make this crazy putt I'll give you a quick a quick background on this because it's so,  funny to me so he gets hit by a car in the middle of the of the last round where he's got to be Shooter McGavin,  and so he kind of goes into a funk and doesn't hit really well and then in the meantime the car knocks over this big,  structure onto the green and so he's got at the very end it's down to him and shoot him a Gavin he's got to hit this one putt that lets seems impossible and the play,  he hits the putt into this metal thing and it's,  basically smacks in Banks and then slides down this little Runner board and then falls down into the green onto the green and then the ball goes into the hole so everybody goes crazy and wild it's a great way to end the movie and why I wanted to put this one in here is because,  as we think about doing a happy area that a happy stick a hockey stick projection.    [29:30] There there is a sense for how the structure is going to go when we get to negotiation and that means that hey what is the better the best story we can tell the more we can connect the dots the great right so so there's this kind of,  idea if we're going to pray if we're going to present this type of projection and we're going to work through the whole process there are really three.  Three ways that this can go in terms of the actual negotiation and I want to kind of throw these out so that you can understand the deal structure behind,  an ESOP transaction now these can come out in different ways for different reasons but specifically for like a hockey stick projection it could be  that the trustee says hey I get it you guys have all these opportunities and it looks like everything is going to be  this going to grow like crazy however I'm a buyer of this ESOP trust or that my buyer this stock on behalf of the ESOP,  in my job is to make sure that I have an overpaid.    [30:30] So one thing that they might do at the hockey stick projection is they may just say hey you know what we're going to give you some level of.  Pass on hey we think the growth is going to be there but they make the valuation for a might just come back and and and bring it down to a lower number so let's just say we were we were at average ebit has in their historical projections of,  say two million in ibadah and then our hockey stick projections got us up to 10 million dollars in Thibodaux so you can see that's a big that's a big swing upward right,  and they may give us hey without any deal structure in the negotiation we might come back with something that gives you credit for an average ibadah of like 5 million.  And without deal structure of course the valuation around a 5 million dollar you but as opposed to a 10 million dollar you but it's going to be significantly lower so so we might just say hey you know what we're fine without deal structure that way that's the number we feel comfortable with.    [31:30] Now that's what I would call like the Baseline number and in really the hard part about negotiation is.  Is you don't know what they're going to be really don't know what they're really thinking and you're and you're not supposed to because it's really an arm's length,  negotiation so that's going to come out in the back and forth,  so one other option as you start thinking about it or they start thinking about it is hey what if we gave you guys the majority of the valuation of the majority of that ibadah so maybe we're back to hey we'll go ahead and look at this as a 10 million ibadah.  But if you don't hit the ten million ibadah.    [32:05] Then we're going to have a purchase price adjustment that is known as a clawback and the clawback would come into play in you know the first couple years of the transaction so.  Negotiate a number they assume that number you're going to hit it but if you don't hit it then the trustees going to have the right.  For the company to have if they don't hit if the company doesn't hit those 10 that 10 million dollar ibadah they're going to have a right to come back and adjust that purchase price downward based on some formula of a clawback,  so if you were instead of 10 million you hit 5 million back to that what they thought that you might have,  then that that differential that Delta is going to have a formula attached to it to reduce the purchase price which let's just be honest I think that's kind of fair for the trustee to give you the private give you the benefit of the doubt,  but if you don't hit the numbers then it's like hey you thought you were going to hit the numbers you've believed in this,  we don't know your business as well as you do as much as we can get comfortable with your with your data,  in your presentation we still don't know as well as you do so they may feel like that's a fair proposition and the seller might feel like that's a fair proposition.    [33:23] Another way to do this in Deal structure is to say you know what we're going to give you you know maybe we'll meet halfway between the 5 and the 10 million already but so we're going to meet somewhere in the middle and do a valuation at 7 million.  And so we start off with an earn-out clawback scenario where if you go up you can get up in the transaction you can have a purchase price adjustment that's positive.  In the next several years.  Or if you don't got seven million turns back to five then you would have another type of purchase price - adjustment so that's another way to address.  We're going to give you that opportunity to do that and so what this does I think very very very well if you do it this way.    [34:08] Is it gives the selling shareholder the opportunity.  To to look and get into the transaction where they are getting the the best possible scenario but they're going to take more of the risk.  And so the by creating these the specific options that I believe are very like fair in the sense of hey the who the buyer is,  what this company needs its a company is successful at this they're going to have the cash flow to pay the debt this is going to be this all going to fit together but if they're not,  then it out it kind of regulates the whole transaction to so that the cash flow is there to pay the debt back and the ESOP.  Employees don't get stuck with something that is you know ownerís or dilutive in the sense of their value so I think it is a fair proposition,  that really does create within those these options deal structure that really can connect back to the too,  the value that that the new the company that's producing you know maybe way more than they did before so the selling shareholders could win in that and the employees could win in that the trustee could win in that and that,  really is when you think about Aesop's overall it's like the goal is is to try to have everybody win.  And if you do have somebody that's losing in the transaction I think that is probably is not a very good.    [35:35] So those are things that I think you definitely want to consider if you're if you're thinking through the hockey stick projection as I work through those types of scenarios,  I will tell you that that needs to be laid out really of early on and those those.  Scenarios that I just kind of laid out for you which I think are very normal they need to be considered early on in the process by the selling shareholder so.  They can understand the risk and reward behind each one of them and make a decision I know some selling shareholders that will say hey I don't want any deal structure at all because I just don't to be thinking about this I'm,  I've got I want to move on with my my retirement I want to move on with my estate planning I don't want to be thinking about an adjustment down the road,  and then there's others that are like hey I'm going to be here anyways I'm okay with the risk,  and they'll take the urn out they'll take the claw back type of scenario so so it really does give them an option I have had situations.  And this one situation wasn't was in a situation with a hockey stick projection but I have had situations where the trustee was,  was not willing to look at other options they only had the one option with claw back and I and I will strongly advise people to really it when you interview the trustees in the East that process is to ask questions about.    [36:58] How they.  Will utilize deal structure in certain scenarios when when they want to do that what are their options do they give the selling Cheryl I think that's a really key piece of advice I've seen it where it's it's not.  And.  And I really that was like that was a really tough experience because the you know that deal actually that ESOP deal didn't even happen so I really want to advise people strongly to think about that,  and consider,  you know those planning those steps really early on in the process so I really hope that helps you with this idea of happy hockey stick projection,  I really enjoyed the podcast today hope you did too again if you like the podcast please share it with a friend,  go to our website at journey to an ESOP.com if you have any questions with that have a great day and the rest of your week.  And with that we'll see you on our next step on this journey to an ESOP.

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About Journey to an ESOP & Beyond

ESOPs are gaining traction. In the "Journey to an ESOP & Beyond” podcast, Phillip Hayes explains the process of the ESOP transaction and addresses ESOPs from a business owner’s perspective. The "ESOP Guy" illuminates the simplicity of ESOPs as he debunks common misconceptions that ESOPs are immensely costly and complicated.

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