Successfully running a business means overcoming numerous challenges. Owners need to scale the business, find competent employees, deal with regulatory issues like taxes and licenses, and create processes and systems — all while developing a robust customer base and go-to market strategy. For agribusinesses, owners have all these challenges plus whatever Mother Nature decides to throw at them. For California’s wine industry, this includes increasingly unpredictable variables such as drought, flooding, landslide, excessive heat, cold snaps, pests, and the growing risk of wildfires and damage from smoke taint.
Despite these challenges, several successful business models predominate in California’s wine sector. There are fully integrated vintners that grow their own grapes, ferment them into wine, bottle them, and sell and market the finished product. Some winemakers do not own vineyards and, instead, purchase grapes from various growers before bottling and going to market. Finally, there are virtual wineries that buy completed wine and sell it under a brand name. Each models bring its own unique challenges and opportunities.
While a few large producers dominate the state’s wine sector, most businesses are family-owned and operated. This can lead to a new and significant challenge: What happens when the owner wants to retire and either hand over or sell the business? When you include a force like a once-in-a-century pandemic, you can understand why many baby boomers — about 10,000 of whom turn 65 every single day — might be looking at an exit strategy right now. But, as you might imagine, exits can be more complicated than just a simple sale when a family is involved.
Planning is Essential
First and foremost, an owner should start planning a “harvest strategy” well before they are ready to pull the trigger. To paraphrase Benjamin Franklin, failing to prepare is preparing to fail. A harvest strategy is a much more detailed plan than a “kitchen table” document. It goes into great detail on the owner’s goals when they will exit the businesses. It tells the financial and operating story that the next owners need to know. It does not hurt that after more than a decade of quantitative easing, historically low-interest rates and a multi-trillion dollar government spending plan, there is plenty of cash in the system fueling record M&A activity.
There are various factors that need to be considered in a well-constructed harvest strategy, and it is essential that these succession plans are communicated to all stakeholders, both in the family and with the company’s vital employees or managers. Talking things through will illuminate potential pitfalls, such as the owner’s children not wanting to continue with the business or being unprepared to take on potentially substantial operational challenges. Key employees might want to purchase the operation or refuse to continue working with a new owner. Understanding these dynamics will help when it is time to put the plan in motion and limit any unpleasant surprises. Planning ahead may also allow time to employ tax mitigation strategies.
The harvest strategy provides detailed instructions on how the business is managed, including all the different procedures and systems used in the business. This document becomes increasingly vital as owners age because of life’s unpredictable nature. An owner could become incapacitated or worse, and the company might not survive without their critical knowledge. Owners should revisit the harvest strategy frequently for updates. Plans made today could be vastly different in five or ten years.
Regardless of what an owner chooses — either handing over the business to their children or selling it to someone else — any transaction requires the company to have a fair market valuation. Federal and state tax authorities will demand it, so selling the business to family for a dollar will not work. This valuation will look at all aspects of the company to determine its worth, including its financial performance, assets, inventory, real estate holdings and even the brand’s value. Qualified appraisers are the professionals that will undertake this task and will use different techniques and methods for the equity and/or underlying assets. Sellers should note that having a valuation supported by a third party can help minimize pitfalls during deals, like overvaluing an asset, which can cause potential buyers to walk away or not engage in negotiations.
Appraisers can use a few different methods to calculate the value of the company’s real estate holdings. However, putting a price on a business is more nuanced than selling a single-family home. A typical technique would be to look at comparable sales of similar properties in that area and base the valuation on the transaction price. This method would take things like the size of the property into account, but not necessarily the cash flow potential of operations, including the production of grapevines.
The value of the land and the grapevines depend on several factors, ranging from the variety of the plant, age of the vineyard, plant density, production per acre, and the presence of pests like vine mealybugs (VMB) and Virginia Creeper Leafhoppers or diseases like Grapevine Leaf Roll. Other improvements to the land will affect its price, including trellis systems, irrigation and frost protection systems. An appraiser might estimate the fair market value for this asset by calculating how much revenue the land generates based on projected demand, grape price trends, and the yield the land produces. A discounted cash-flow analysis could also be used to factor in variables like projected cash flows, industry cycles and general economic trends. Of course, an appraiser could use a combination of all these methods to determine the asset’s value.
One asset that could be harder to put a value on is the company’s brand. It is an intangible that could be worth more than all of the physical property and inventory of the company. There are three methods to determine a brand’s value, and they are sometimes used together.
• The first is to calculate the replacement cost of the brand. Basically, this involves formulating how much time and money it would take to re-create the brand from scratch, which are divided into three subsections:
Brand Identity: Covers all items used to create and develop the brand’s identity, including the name, designing the logo, novel bottle designs, trademark and legal fees, websites and choosing a color palette.
Brand Awareness: The cost of advertising, promotion and publicity campaigns for the brand to achieve its current level of market awareness.
Market Position: This is the cost of retaining the business’s current clientele and includes advertising, discounting with distributors, and building relationships with retailers.
• The second is comparable pricing. This method requires researching the sale of similar brands and using that as the foundation for a valuation. This can be a challenge if there are little or no sales of similar assets.
• The third and final method is an income-based approach, also known as an “in-use” approach. This involves calculating the future earnings that can be directly tied to the brand to determine its value. The formula looks at everything from income to cash flow to cost savings generated from the brand.
If a winery owner’s family is not interested in maintaining the business, selling is the other option. The sale could be to an industry peer, a current employee, a high-net-worth individual or even a private equity fund. However, certain factors go into the sale and the final price beyond the valuation process discussed earlier.
Any potential buyer is looking for the ability to generate future cash flow. Operating a winery takes leadership with specialized education and experience. This knowledge includes how to grow and harvest grapes, the manufacturing process, as well as storage of the wine. If the sale is to anyone but an industry peer or employee, this can hobble a deal or result in a lower sales price. As mentioned earlier, having a detailed manual on how to operate the business can help reduce transition issues that may impact price, but locking down an expert to assist with a sale can be essential to getting the maximum return in a sale.
All the information above is based on the orderly sale or transfer of the business at a fair market value. That means there is a willing seller and a willing buyer. However, the price could be much lower in a scenario where the owner is forced to sell or liquidate, either through bankruptcy, the sudden death of key people, or litigation. In these situations, engaging an experienced restructuring professional is essential. Navigating a distressed situation is difficult, doubly so when the business is yours.
There are multiple variables for owners to consider and plan for as they create their harvest strategy. Being prepared for this transition will help them avoid costly mistakes or address issues early enough in the process to make them non-factors. This planning is essential to maximizing the value of their business. Owners contemplating making this transition would be wise to start the process and create their harvest strategy today.
Edward Webb has over 35 years of experience in consulting and financial management, including specific experience in business restructuring and leadership advisory services. Edward has a Doctorate in Business Administration and currently leads the Corporate Finance Consulting group at BPM, one of the 50 largest public accounting and advisory firms in the country, where he sits on the firm’s Management Committee.
With more than 15 years of experience in complex financial advisory, and a primary focus on valuation services, Kemp Moyer has led hundreds of business and asset valuations in his career with substantial industry experience in technology, life science, professional services, food and beverage, digital assets, manufacturing, and consumer business, among others. A partner in BPM’s Advisory practice and head of the firm’s Valuation team, Kemp’s valuation experience includes M&A and IPO preparation and support, fairness and solvency opinions, and litigation support and dispute resolution, among other high impact analyses.