ValuAdder Business Valuation Blog

As we talked about in an earlier post, employee stock ownership plans, or ESOPs, keep gaining in popularity as a cost effective way to transfer ownership to the company’s employees.

Key elements of a successful ESOP

But not every company makes a good candidate for an ESOP. Before taking the plunge, consider some key questions than can make or break a successful ESOP:

  • Is the business valuable enough?
  • Can the company borrow enough to fund an ESOP?
  • How stable and predictable are business earnings?
  • Does the company make adequate payroll?
  • How dependent is the business on departing owners?
  • Do owners and employees fully understand and accept the ESOP?

The first order of business in setting up a good ESOP is to figure out the piece of company ownership to be sold to employees. You also need to determine over what period of time this sale will take place.

From business enterprise valuation to per-share price

Once you have established this, it is time to value the shares of the company’s stock. This, of course, requires that you conduct business valuation of the entire firm. Then the current owners can decide if they accept the resulting price per share of stock.

If you are offering an ESOP as a tax advantaged retirement benefit to your staff, you should consider other retirement plans, such as profit sharing, before making your decision. Be sure to consult the applicable laws on whether your corporate structure allows you to set up an ESOP. The rules for different types of company structures, such as US S-corporations or limited liability companies (LLC), may differ.

A company can contribute up to a certain percentage of employee payroll to an ESOP as long as the contribution is used to repay the loan principal and interest used to fund the plan. If the ESOP does not use borrowed money, the percentage contribution may differ. So check with your tax authorities on the limitations.

The payroll used in the calculation is a bit tricky. New employees may not be allowed to make contributions right away. Organized labor participants may be excluded altogether. Bear this in mind when estimating the total contributions toward the plan.

Size of contributions depends on payroll

If the tax authorities conclude that your company does not run sufficient payroll, the contributions may be reduced. That said, very small companies with just a few employees have successfully established ESOPs.

Don’t forget to factor in the cash required to make purchase of company shares or to pay off the loan used for the ESOP. You will also need cash to buy back the shares from the departing employees. You should make sure the business cash flow is sufficient to cover all these obligations over the plan’s duration.

An important point to bear in mind is just how dependent the company is on the skills and daily contribution of departing owners. If an owner possesses the know-how and skill other staff members lack, the owner departure could prove devastating to the business.

Owner-employee replacement to ensure company survival

To avoid this, make sure the company has a proper management succession plan in place. Allow for time and training of the professional managers who will take over once the owners leave. Lenders offering funds for an ESOP may require that the departing owners stay on as consultants for some time after the buyout is completed.

Are employees up to the challenges of business ownership?

Lastly, the entire team at the company needs to decide if everyone feels comfortable with the idea of employee business ownership. Staff who become owners must understand that they will assume additional responsibilities for business operations and become privy to sensitive financial and operational information. The employees step up to being independent business owners. But what if they don’t want to share in the responsibilities of owning a company? Then they should not get into an ESOP, despite the financial benefits of such a plan.

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