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Bringing outside perspectives and experiences to our business and podcast episodes adds another perspective to our expertise. This episode brings in someone with a lot of experience in a particular niche, in this case, the exit strategy/buyout arena. Quiet Light’s own Walker Diebel is here today talking to our guest all about exit planning.
BEI Institute founder John Brown started working as a lawyer in estate planning in the late 70s. John walks us through his journey managing business owner’s assets and becoming aware that no one was helping them plan successful exits from their companies when the time came. Without being educated, he asked himself how these business owners would plan a strategic exit from their businesses and move successfully into their post-business lives. John’s company, BEI is now is the leader in the exit planning industry.
- John explains exit planning.
- The first thing that someone who potentially wants to sell their business should do.
- The value drivers that are important to pay attention when building your business.
- The role of the business owner in the process.
- Business risks that are not avoidable or hard to foresee.
- The biggest deal killers.
- John walks us through the four exit paths.
- The Karl case study – an exit strategy lesson.
Mark: Joe I don’t know if you know this or not but one of the advisers here at Quiet Light Brokerage; Walker, he’s kind of a big deal.
Joe: He is kind of a big deal. Let’s do this; let’s make a pact. This is the last intro and the last time that we will say did you know Walker Deibel wrote a book and a best-selling book, Forbes and Amazon, all this other stuff because you know Chuck and I did talk about it the last episode as well. We need to stop making fun of Walker. The truth is he’s brilliant and we’re jealous. That’s the bottom line.
Mark: That is why we make fun of him, right? I mean we kind of wish that we had that book to our name and he is brilliant. And he’s well for a reason.
Joe: And he’s being asked to be a featured speaker all over the country to entrepreneurial groups. And he just had somebody named John H. Brown, founder of BEI on the podcast. I’m looking down because I’m looking at the book here; a brilliant guy. The wisdom that John brought in terms of exit planning and what entrepreneurs should do in terms of goal setting and looking out to the future and how to adjust their business as necessary to achieve their financial goals and their personal goals; it was brilliant. A great deal of wisdom that John brought to this podcast that Walker hosted instead of you, right?
Mark: That’s right. You guys get a break from us this week which is fantastic for you. I love bringing in outside opinions. We’ve brought in some people in the past who are also in our industry that do things that are similar to what we do at Quiet Light Brokerage but they come with a different perspective than we do. I love doing this because I think sometimes with what we do we can kind of get set in our ways and our perspectives and bringing somebody else in who has a lot of experience in this space and seeing how they look at it, it tends to stretch you a little bit and structure your viewpoints a bit to maybe look at things that you haven’t looked at before. So this is going to be a fascinating interview that Walker did with John to see what he has to say about exit planning.
Joe: I agree. I’ve listened to it twice. Let’s go to it for our studio audience.
Walker: Hi everybody it’s Walker Deibel with Quiet Light Brokerage. Today I have John Brown who is the CEO of Business Enterprise Institute; the oldest and largest provider of exit planning education in North America and the author of the best-selling exit planning book of all time. And most recently John wrote Exit Planning The Definitive Guide To Sell Your Business When You Want For The Money You Need To The Person You Choose. John, welcome to the podcast.
John: Thank you, Walker. It’s nice to be here.
Walker: Now here at Quiet Light we have a tradition of having our guests introduce themselves because we believe that you’re going to be able to do a better job than we ever could. And what I might do is throw a curveball at you and say…
John: There was never a good curveball if you will know.
Walker: Maybe if you can tell us about your journey of being an attorney and then how you evolved to ultimately start BEI and writing all these books on exit planning.
John: Sure. So I was the son of two business owners in Michigan. So I’ve always had some I guess passion for business owners because they ended up selling their business and it didn’t turn out well. It was an absolute bust. And this was when I was probably in law school at the University of Wisconsin. I wasn’t in a position to do anything because I didn’t know what to do.
Walker: Well let me interject a question little fast, when you say an absolute bust selling a business what does that mean?
John: Well they sold the business to the management team for a promissory note. They retired because they’re from Michigan. They retired at Florida like all the people from Michigan and within a year the business had gone under. And they received very little of the proceeds from the sale of their business. So that was just a bust. It really affected their retirement dramatically.
Walker: I got it.
John: And at the time I was just a young and stupid law student. I really didn’t know how I could have helped them. And it was long enough ago that the word; the term exit planning hadn’t even been coined. I think we probably coined the term back in the 1980s. So that always stuck with me. So when I started to practice law in Denver I really had a desire to work with business owners. So the law firm developed along the lines of representing closely-held business owners. And we had about 20 attorneys and all we did was represent closely-held business owners. It was a different type of law firm back then at least.
Walker: Were you a transaction attorney or no?
John: Half the firm was transactional, an M&A firm buying and selling businesses. But the other half was a planning firm and I headed that side. It was then evolved into explaining; how to design and implement a plan to allow the owner to leave on his or her terms. And then often would end up being a third party sale and so the M&A firm was active in that. But even more frequently it ended up being transferred to family members or to management. And so we just developed an exit planning process about that in the law firm with hundreds of clients and then I’m never having a passion for being a lawyer. I transitioned out of that. I exited my law firm and started BEI.
Walker: Are you still a recovering attorney or have you had a chance to move on from that?
John: I think my former partners would say I had recovered from being an attorney while I was still at the law firm.
Walker: John what is exit planning? I mean what is the goal of exit planning? What is it; I mean what is this thing?
John: So every owner is going to leave the business at some point. I think we can agree on that.
Walker: If they don’t?
John: They may die. They may go bankrupt. Or hopefully something in between where they develop value that’s transferable to another owner and they create a plan as part of that to exit the business when they want; is it three years, five years to whenever for the money they want or need and to the person they choose; the person of their choice. That’s, in essence, is exit planning and a raptor into that then is an exit planning process that owners can use and BEI does not represent business owners. We train lawyers and CPAs and financial planners and so on to actually do the exit planning for business owners.
Walker: And brokers?
John: And brokers; and the good brokers I should say, Walker. Only the good brokers.
Walker: Only the good ones.
John: Only the good ones. And so that’s what BEI does today. We train and support other advisors throughout North America.
Walker: So I have to ask you as coming from the buy-side of the deal hearing about something called exit planning it almost seems to me like the goal from a buyer perspective might be perceived as the goal being to maximize the value, potentially some end gaming going on, or for lack of better description is exit planning just kind of putting lipstick on a pig in preparation of taking it to market or it’ more…?
John: Putting lipstick on a pig is the broker’s job.
Walker: Packaging it up; I got it.
John: We’re trying to convert the pig into a beautiful stallion.
Walker: Right. So in other words what you’re trying to do is address the sort of levers that drive value and build a lot more muscle into a company for an exit.
John: Exactly. A better term for us instead of exit planning would probably have been pre-exit planning because almost all the planning and implementation work must take place and be completed before you transfer the business to a third party, before you go to market, or before you substantially transfer ownership to the kids or to an insider. So that planning needs to be done now for most owners because 80% of all owners according to our last summer survey want to leave their business within 10 years. I was about to say 10 days and it’s true for some but it’s 10 years to be a little more accurate.
Walker: Every month I have calls with both ends of that spectrum.
Walker: Okay, so how should a seller plan strategically about their exit? Like what are the things that they need? Or let’s start at the beginning, what is the first thing that someone who potentially wants to sell their business should be doing or thinking about?
John: The first thing that would be really the first phase of explaining which consists of understanding what they want growth both in money, when they want to leave the business, who they want to transfer to, do they want to maintain the culture or legacy of their company, do they want to benefit the employees, do they want to keep the business in the community. Those are all goals that owners need to think about and then they need to create with some specificity. A quick example is most owners would say if I ask them when do you want to leave, they would say oh I’d like to leave in five years. If I were to come back in a year and I’d say hey when do I leave, they’d say oh I want to leave in five years. Well, that lacks clarity and specificity. So we would say okay, you want to leave in five years; you want to leave on August 8, 2024. Now we can start to plan towards that. So that’s the goal side and the other side is knowing what the resources are. So in third party sale in your world the potential clients you talk to have an idea of the value of their company and that value is always quite a bit higher. It’s almost always quite a bit higher than reality. So they should be coming to the transaction advisors. And this is what BEI members do, they have transaction advisors they work with all the time and if a client says I’d like to leave my business in five years and I think it’s worth 10 million dollars so I think we can get started. The first thing one of our trained advisors is going to do is to say okay let’s go talk to an experienced M&A advisor; you, an investment banker, a cayenne business broker and let’s have them tell or give us a range of likely sales value. Hey that comes back at four million dollars or maybe something in between. We don’t know as exit planners what it’s going to be worth but we can’t do any planning that suggests owners can’t do any planning if they don’t know what the heck they have and what in the heck they want to do. And that’s the first phase of exit planning. And then it determines; the final part of that is is there a gap between the resources they have today and the resources they’re going to need? We’ve determined all that using financial planners, maybe business valuation people if it’s going to be a transfer to management, or an M&A business broker, or an investment banker if it’s a third-party sale. What we know is where the owner stands and so does the owner before they make decisions on what they’re going to do. Usually that decision is going to be I’ve got to grow value in the company and it may take me years to do so but not always.
Walker: So it sounds like number one is to set the goals; apply what is the number we’re trying to hit and what is the timeline in which we’re trying to hit it.
Walker: Number two seems to be working with someone like a broker to get a valuation on the business today so that you know where you are and where you’re trying to build to. Is that accurate?
John: Well yeah we would say the first step is goal setting, the second step is resource determination. But to do it accurately like you just said. And then the third step in our exit planning process is to grow value, grow cash flow, minimize; do some tax planning. There’s not so much tax planning most owners can do that they don’t; they’re totally unaware of because their attorneys and their CPAs have never suggested tax planning to them. I mean there are ways where you can sell the stock of your corporation; a C Corporation and not pick up a gains tax if it’s been structured properly from the inception.
John: And few owners know about that.
Walker: When we talk to our potential sellers at Quiet Light I mean if we really were to boil it all down there’s probably seven different things that I kind of look at. And this isn’t about Quiet Light, it’s about you and the process that you’ve built. My question to you is what are the levers that drive value in a business?
John: So we have a whole part of explaining in this third step called value drivers. And so we look at what are the value drivers in most businesses. And how do we get this idea; the value driver concepts? It’s not from being a lawyer. It’s from talking to the M&A community. What do they look for especially private equity in acquiring businesses? And then those value drivers or levers work equally well in selling the business to insiders. So two things, one is we focus on creating what we call transferable value. For smaller businesses where the owner is in charge of almost everything, it may have a million dollars of EBIDTA a year but that’s probably not transferable because the owner sells the business, the owner goes away, and maybe the customers go away, maybe the employees go away. So a buyer is not going to be interested in a company where the owner is too important in the operation of the business. So to us, transferable value means the owner could leave the business today with minimal interruption to the company’s cash flow. So part one; does the company have that? If not we need to work on that. And the value drivers then are what we work on which is the second part. The three biggest value drivers we see today, and you can probably comment on this better than I can Walker, is one having a top-notch best in class management team. That’s what most buyers like to look for because most buyers don’t have that management team to put in place in the company they acquire. And it also means there can be transferable value because the management team can continue the business without the owner. The second thing is diversity of the customer base or maybe the vendor base to make sure that the company is not dependent on any small group of customers or clients because again those customers and clients might leave when the owner does because they’re loyal to the owner. So that’s a risk that buyers don’t want to have. And the third thing I hear today that I didn’t hear a few years ago is the quality of the operating systems within the company. I’m hearing from a lot of the PE firms hey we don’t want to spend hundreds of thousands of dollars if not more to go; to rip out the old operating system that’s eight years old and put in a new operating [inaudible 00:16:50.8] operating system. They want to see that in the companies they’re requiring; at least those worth millions of dollars. I mean a smaller company maybe they wouldn’t expect that; I really don’t know but maybe you want to comment on that.
Walker: Hey, it’s a really great point. I think that a lot of the sellers at Quiet Light Brokerage are online businesses, right? And as you know I’ve bought over half a dozen companies in my life and I sold a couple. And I’ve done everything from manufacturing and distribution to online. As a broker, I really only work in online businesses. But part of the reason for that is a lot of the reasons you’re talking about because a management team is almost eliminated. I mean we can sell a company for five million dollars say and that’s just one person and they’ve got a bunch of virtual assistants. So the most important person in the company might just be the hired gun that’s running paid ads or something like that. So making sure that that management team can transfer is key. I want to come back to something you said around transferable value and I want to kind of dive into that just a little bit; a little surgical here and the question is it seems to me like what you’re saying is that the owner can’t be the craftsman in the business whether that be I’m out hustling doing one on one sales or I’ve got some key relationships or an industry of like in math analogy I’m the one making the pots. Is that accurate? I mean does that sort of core business need to be transferred to a different person that is going to transfer with the business even if it means a reduction in earnings because you’re paying for a new person on staff?
John: Yeah I think that for most buyers that would be critical. Now in the world you’re in, the owner may not be that important. It might be the technology itself that’s important then the owner is not; the owner maybe developed it and created it. Well he may no longer be important in the whole process.
Walker: It does depend. But yes, go ahead.
John: Yeah. So that would be in your world more than my world. In my world which isn’t; I mean all worlds now have developed technology involved that seems like. Even farmers have a lot of technology. But that would be more towards an operating system. They’re not developing the technology they’re just using it. So I’m not sure I can answer your question I just don’t have enough experience in that. But I would say if I were buying a company for its technology and it was created by the owner I would sure as heck want the owner to stay with the company because he or she probably has other ideas in their brain and I may want to capture some more of that. That might just be a situational issue more than anything else.
Walker: You know I think it’s one of these things where I was recently talking to; it was about…well, I shouldn’t date it for confidentiality reasons. Months ago I was talking with a potential seller who wanted to exit and he owned a SaaS business; a Software As A Service business. And it turned out through the sort of valuation call I was having with him that he was the actual developer on the whole system which to me was like this is an unsellable business which is kind of what I’m getting at. So sometimes you get the; where the owner is the craftsman and that doesn’t transfer and what we talk to our sellers about is the person who’s likely to buy your business is an entrepreneur. It’s a business person it’s not a software developer it’s not even necessarily a paid ads expert. So I’m glad to see that you agree with that transferability is all. I mean trying to outsource that craftsmanship and skill set to other team members makes the business sellable, to begin with. It sounds like that’s really one of your first steps.
John: That would be one of the things but then tied into that that’s clearly the case is the owner before the sale. Let’s say there are two craftsmen in the business that are really key to the growth and the continuation or stability of the business. We would want to tie those two key people, incent them to stay with the business through cash; maybe stock bonuses or stock options, have them really have a reason to continue on with new ownership because they’re going to benefit from it themselves if they stay. If you don’t do that in advance of making efforts to sell the business then the owner can be held hostage in effect by the craftsman because they can say you know owner if I leave your business sale is going to go out of the window and I know you’ve been talking about 10 million dollars and I think I’m probably responsible for at least 20% of that value so I need two million dollars. I’ve seen that happen not in high tech but I’ve seen it happen in traditional businesses all the time.
John: And so you’ve got to protect the trade secrets which is the value of the business. You’ve got to prevent somebody from going out and taking something. You’ve got to prevent your key people from going out and just joining a competitive firm. All that can be done in almost all states; California is an exception to this unless they have ownership which is something to look at. But you still can do some things and certainly motivate; incent them with deferred compensation, stock, stock bonus points. Those are all things your listeners should be aware of. They should be talking to attorneys and M&A advisers about how to protect themselves against that risk that is right there next door to them.
Walker: John, I want to ask you this question is every business risk addressable? I mean in other words it sounds like a lot of what you talk about and help people navigate through is essentially eliminating the sort of risks that are going to; that a buyer is going to see when they come to the table to buy it, right? But is there anything that is just not addressable?
John: Well I would say the thing that’s not addressable is general business risk. Now let’s say you guys one of your would-be buyers has just this great software for the quick print industry 10 years ago. Well that industry goes away. Now where does that work? So there’s that element of business risk. Again you can take measures to try to be aware of that but some of this is hard to foresee. But most other things within the business you can do something about; maybe not everything you’d like to do at maybe a pure loss to the company.
Walker: Yeah. And I just; where my brain is kind of going is more like in an offline business probably the number one problem that I see is maybe customer concentration issues, right? In the online world that usually is not a problem. Sometimes in SaaS businesses, you get one customer that’s a bit of a behemoth but it tends to look more like supplier power if you will. Like maybe you’ve got one supplier that supplies all of your product and you’re kind of a reseller for that. I mean I think that it’s probably easier to address if it’s supplier power because you can diversify your suppliers. I guess I’m just…
John: That doesn’t mean your owners are going to do that, right? Inaudible[00:24:25.6] has a good point. And you just have to figure out how can you mitigate your risk by diversifying it could be vendors, it could be suppliers, it could be customers; direct customers, it can be all kinds of different things. And advisers are not necessarily the best person or the best route to figure that out. Usually, the owner alone can figure that out through some good questioning by advisors. They may know what those business risks better than let’s say a lawyer in your case you probably know all that because you’re in this space yourself. So I think you would be a very valuable asset.
Walker: John what are the biggest deal killers?
John: The biggest deal killers; the first one is the owners doesn’t understand if they sell the business what they’re going to get and how they’re going to get it. They go into the marketplace, they hire a transaction intermediary like yourself, they don’t really know how much money they’re going to need as a result of that sale. One if they want to retire after that, how much do they need for the rest of lives? Or secondly, if they’re just going to flip companies, how much money do they really need to go to the next level and make sure that they have a reasonable chance of doing that before they even start the sales process. So we have investment bankers who are members of BEI and one of the main reasons they’re members is that they’ve gone through that. They go to market, they get some good offers; lots of money, but the owner then looks at what he or she is living on now and the proceeds from that will not support that lifestyle even though it’s a lot of money and they drop out of the market. They tainted the marketplace. It’s difficult to reenter down the road and the broker and investment banker spend a lot of time and effort with nothing.
Walker: Can you unpack that for me if you wouldn’t mind? Can you kind of give me an example of what that might actually look like?
John: An example would be a dealing with one of our members who is an investment banker in Texas and he had a client who went to market and a cash offer for 16 million dollars for his company. So the broker and the investment bank was pretty hands-on with that. It was at the top percentile of what he thought he could get when he sold the business. And at that time for the first time with a firm offer on the table the owner looks at how much money he needed; money after taxes, transaction fees, paying off debt, etcetera in order to support his lifestyle and it wasn’t enough money.
Walker: It was a surprise.
John: It was a surprise and so he dropped out. So that’s a real risk of doing it. And then along with that is another closely related risk; probably new world as well, is the owners have an overinflated concept or idea of what their business will sell for. And so again they either don’t take steps to grow value, they don’t take steps to protect the value and they just decide they’re going to go to market. They talk to you and they learn that business is worth a third of what it really is and they’ve wasted years that they could have been working to put in the value drivers and other factors that would lead to greater value.
Walker: There’s a couple of times where I try to buy companies by going directly to the seller before the company was on the market so to speak and every single time they wanted 20 times EBIDTA. I mean just some [inaudible[00:28:05.1] with what the value of a company was. So I learned pretty quickly to find the sellers that are already working with advisers because they’ve already gone through the hard learning process of what the market actually is, right? You can want what you want but the market tells the truth.
John: That’s right. Working with an adviser there’s going to be better information available as well. They’re going to have a deal book. They’re going to have vetted some of the owner’s beliefs.
Walker: Tell us about the four different exit paths and kind of like a brief synopsis on sort of the pluses and minuses of each.
John: Gosh Walker you have read part of my books if you’d known about that.
Walker: I take it pretty well.
John: Did you just look at the chapters and figured out from there in the introduction? I get that; I mean I’m going to rip those Table of Contents off from now on. The four types of; the four exit paths starting with the least used to the most used. The least used is an ESOP, an Employee Stock Ownership Plan. It’s a great concept. It’s a great tool. About 1% of the exit plans or members do use that path.
Walker: And this is where the buyer of the company is the employees of the business.
John: Well the buyer of the company is a retirement plan; a trust in which all of the employees are beneficiaries. And there are some great tax advantages in doing that but they’re relatively complicated. You need a business that has probably 5 million dollars of value or more in good cash flow and a strong management team to do that. That can be great especially for owners who might say well I really want to keep my business and my community or I want to benefit my employees; I want the legacy of my company continue. In ESOP it’s good because it’s going to be indirectly owned by the employees and so the legacy etcetera will continue. The next used is sort of a tie; it’s between transferring the business to kids. About a quarter of all business; all exit plans are members prepared with an exit plan are transfers to family. About 29% are transfers to third parties. So those are the second and third least used. And then the exit path most commonly used is transfer to management; surprisingly transfer to management. And the reason for both the transfer to management and transfer with the kids is that with the planning they can do really through our BEI members they can start to transfer the business sooner rather than later. They keep control over the business however until they get all of the money and achieve all of the other objectives they want to achieve. So that might be a 3, 5, 8, 10-year process of transferring ownership, getting the excess cash flow, getting some money for the transfer of new ownership, and then having a liquidity event at the end in which the buyout occurs. So that’s kind of the general design of both transfers to family members and transfers to management. A transfer to a third party is used about 30% of the time and that’s your world. And for a lot of owners they would like to maximize the dollars they’d like to exit; if their business is prepared they’d like to exit sooner rather than later. They don’t have family members involved. Their management doesn’t want to buy the business. So a lot of reasons for an outside third party sale. And so from an exit planning standpoint; in our world, that’s the owners choice. The owner tells us the path they want to go down and then we just talk about the pluses and minuses of everything. But then our goal is to make sure that that owner is able to use that exit path and achieve this financial time-driven goals.
Walker: Well, just knowing that you have options and the fact that you can outline it so clearly is a great roadmap just to start with. So your parents selling their business and kind of getting it all screwed up is a perfect example of what happens when you don’t do exit planning.
Walker: Do have a story from your past that you can share that kind of shows the benefit of exit planning for an entrepreneur wanting to exit their company?
John: Yeah there’s a story that we often use in our training; we call it the Carl story. So actually Karl was a real client of mine. I started working with Carl while I was still practicing law. He came to me. He wanted to sell his business sooner rather than later. He wanted roughly five million dollars for his business. He wanted the business to become a world-class company; that was a soft goal. So I looked to his business. His business was worth maybe a million dollars. Carl was the business. He didn’t really have a management team. It was actually a manufacturing type of company; plastic injection molding type of company. So I said Carl that your biggest; if you want to grow the value you want to maybe leave five or six years and you realized you couldn’t leave right away, you’re going to have to develop a management team. That’s the number one weakness in small businesses; they don’t have a management team. And Carl said I get it. He’s actually really a bright guy. I get it. I know just the person to hire. And I thought oh no this is going in the wrong direction now. It’s probably his son who is a bicycle mechanic. He said there’s this guy in the Netherlands who is the young executive of the world in my industry niche and I’m going to go and this; my client was like in the eastern plains of Colorado which was hundreds of miles away from civilization. He said that I’m going to go over to the Netherlands. He’s in Amsterdam; a world-class company and I’m going to hire him. He’s going to come over and grow my business. I said go for it but you’re not going to be able to do that because you can’t afford to give him enough money. So we talked about how the new guy coming in to buy part of the company from Carl. And so that’s what happened. We designed an exit strategy to enable that to happen where the new guy coming in; call him Wilhelm, was able to buy a portion of the company every year if the company get performance standards which were tied into the cash flow. And we knew if we hit those standards in general over a six or seven-year period Carl could sell the balance of the business to a third party or to Wilhelm and he will have financial security. That’s exactly what happened. Wilhelm came in; knocked the lights out. It’s a fascinating story how we did that. We can talk about it another time but at the end of seven years the business sold for 38 million dollars cash.
Walker: Oh my God.
John: Yeah. So for a long time I thought well Carl was just lucky because he happened to hit upon this boom; this technology at a certain point but then I realized he was lucky, yes, but he never would have accomplished that if he hadn’t gone out and sold 49% of the company over time to this person who did all of the growth and who by the way got half of the 38 million dollars.
Walker: Amazing. That’s amazing.
John: So that can happen but it was in accordance with the plan that we developed. It just happened to work out extremely well. And I think it shows the value of world-class management even in a small company.
Walker: John, I’m thrilled that you decided to spend time with us. Thank you so much. How can our listeners learn more about why they should be exit planning or how to do it?
John: Well there’s a number of ways; they can always go to our website ExitPlanning.com but we just released a new video podcast series called Why We Plan. It’s on iTunes. It’s on Spotify. Really we’ve just released it this week. It’s that new. So I encourage people do that. The CEO of my company and myself have recorded 20 podcasts so far; mostly case studies like the Carl Case Study. What went right, what went wrong, what might you do as an advisor in that situation or as an owner in that situation. So I encourage them to listen to that.
Walker: John, thanks so much.
John: Thank you, Walker.
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