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BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

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Page 1: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

BUSINESS SUCCESSION PLANNING

FPPA MANAGEMENT WORKSHOP

CHICAGO, IL

SEPTEMBER 11, 2007

Page 2: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

TWO KEY ALTERNATIVES

THE DECISION TO SUCCEED BUSINESS CONSIDERATIONS FAMILY CONSIDERATIONS FINANCIAL CONSIDERATIONS INCOME TAX CONSIDERATIONS ESTATE AND GIFT TAX IMPLICATIONS

Page 3: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

TWO KEY ALTERNATIVES

THE DECISION TO SELL FINANCIAL CONSIDERATIONS INCOME TAX CONSIDERATIONS ESTATE TAX CONSIDERATIONS EMOTIONAL AND FAMILY

CONSIDERATIONS

Page 4: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

THE DECISION TO SUCCEED – BUSINESS CONSIDERATIONS

LEADERSHIP VISION, BUSINESS ACUMEN LEADERSHIP CANNOT BE AMBIGUOUS AN EFFECTIVE LEADER MUST HAVE A

VISION OF THE FUTURE AND BE ABLE TO GIVE OVERALL DIRECTION

PEOPLE SKILLS ARE CRUCIAL OVERALL BUSINESS ACUMEN IS THE

MOST IMPORTANT ATTRIBUTE OF A CEO

Page 5: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

THE DECISION TO SUCCEED – BUSINESS CONSIDERATIONS

CAPITAL RESOURCES TALENT IS CRUCIAL, BUT ANY PLAN FOR

BUSINESS SUCCESSION WILL MOST LIKELY STRAIN CAPITAL RESOURCES

THIS PROBLEM IS EXACERBATED IF ALL OF YOUR EGGS ARE IN ONE BASKET

THE CONCEPT OF FAIRNESS IS SUBJECTIVE – YOU CAN’T PLEASE EVERYONE

WHETHER THE SUCCESSION PLAN IS WITH FAMILY MEMBERS OR KEY EXECUTIVES CAPITAL WILL BE STRAINED

Page 6: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

THE DECISION TO SUCCEED – BUSINESS CONSIDERATIONS

BUSINESS AND OPERATION CONSIDERATIONS

WHATEVER STRATEGY IS USED FOR SUCCESSION, THE KEY ISSUE IS TO KEEP THE OPERATION MOVING FORWARD PROFITABLY

IF FAMILY SUCCESSION IS DESIRED, THEN KEY EMPLOYEES MUST BE KEPT IN THE FOLD

IF KEY EMPLOYEE SUCCESSION IS USED, THEN ONE LEADER MUST BE CHOSEN – LEADERSHIP BY COMMITTEE IS A FORMULA FOR DISASTER

GOLDEN HANDCUFF ARRANGEMENTS

Page 7: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

THE DECISION TO SUCCEED – FAMILY CONSIDERATIONS

IF YOU HAVE DECIDED ON A FAMILY MEMBER OR FAMILY MEMBERS TO SUCCEED, THEN CONSIDER THIS FIVE STEP PROCESS

EDUCATE YOURSELF AND BEGIN THE PROCESS AS EARLY AS POSSIBLE

TALK INDIVIDUALLY WITH YOUR CHILDREN ABOUT THEIR ASPIRATIONS

HAVE FAMILY MEETINGS DEVELOP A GAME PLAN DEVELOP AN OUTSIDE SUPPORT GROUP

Page 8: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

THE DECISION TO SUCCEED – FINANCIAL CONSIDERATIONS

CAPITAL RESOURCES (CONT.) THE GOALS OBVIOUSLY ARE TO

MAXIMIZE THE RETURN TO EXISTING OWNERSHIP WHILE MINIMIZING THE COST TO THE SUCCESSORS

HOW CAN YOU EQUALIZE THE VALUE OF THE BUSINESS AMONG NON-PARTICIPATING FAMILY MEMBERS

Page 9: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

INCOME TAX BASICS

CHOICE OF ENTITY C CORPORATION

LOWER TAX RATE ON FIRST 100K DOUBLE TAXATION WILL ANYONE EVER BUY YOUR STOCK? COMPENSATION ISSUES ACCUMULATED EARNINGS TAX MANY CLASSES OF STOCK ALLOWED

Page 10: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

INCOME TAX BASICS

CHOICE OF ENTITY S CORPORATION

PASS THROUGH TO SHAREHOLDERS ONE LEVEL OF TAX BUILT IN GAINS TAX FOR FORMER C

CORP’S TAX ON PASSIVE INVESTMENT INCOME

FOR FORMER C CORPS SELF EMPLOYMENT TAX ISSUES OF

COMPENSATION IS TOO SMALL

Page 11: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

INCOME TAX BASICS

CHOICE OF ENTITY S CORPORATION (cont.)

NO ACCUMULATED EARNINGS TAX LIMITATION ON SHAREHOLDERS

NUMBER (POSSIBLE USE OF PARTNERSHIPS)

INDIVIDUALS OR QUALIFIED TRUSTS NO FOREIGN OWNERSHIP

LIMITATION ON CLASSES OF STOCK FRINGE BENEFIT RULES ACCRUAL ISSUES

Page 12: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

INCOME TAX BASICS

CHOICE OF ENTITY LIMITED PARTNERSHIP

NO DOUBLE TAX NO LIMIT ON OWNERS NO COMPENSATION ISSUES SELF EMPLOYMENT TAX SECTION 754V STEP UP IN BASIS

Page 13: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

INCOME TAX BASICS

CHOICE OF ENTITY LIMITED LIABILITY COMPANY

ALL THE “GOOD” ATTRIBUTES OF A LIMITED PARTNERSHIP AND….

NO ONE HAS TO BE ON THE HOOK FOR THE LIABILITIES

CHECK THE BOX RULES HAVE SIMPLIFIED THIS CHOICE

Page 14: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

DOUBLE TAX EXAMPLE

FACT PATTERN:THE SHAREHOLDERS OF XYZ CORP. HAVE DECIDED TO RETIREAND HAVE MADE THE DECISION TO SELL THE COMPANY. XYZ HASALWAYS BEEN A LEADER AND AN INNOVATOR IN THE INDUSTRY. THEY HAVE ALL THE LATEST AND GREATEST EQUIPMENT AND HAVE SHOWN AN AVERAGEOF $2,000,000 IN PRE-TAX PROFITS (AVG. SALES $25,000,000) FOR THE LAST THREE YEARS. THE FOLLOWING IS A SUMMARY OF SOME OTHER KEY INFORMATION ABOUT XYZ:

FAIR MARKET VALUE OF ASSETS: REAL PROPERTY $5,000,000 MACHINERY AND EQUIPMENT $10,000,000 OTHER OPERATING ASSETS $5,000,000TOTAL LIABILITIES $5,000,000CORPORATIONS BASIS IN ASSETS (TAX BASIS): REAL PROPERTY $1,500,000 ACCUMULATED EEPRECIATION $2,000,000 MACHINERY AND EQUIPMENT $5,000,000 ACCUMULATED DEPRECIATION $10,000,000SHAREHOLDERS BASIS IN STOCK $1,000,000

M.S. ACKERMAN HAS ADVISED THE OWNERS THAT HE HAS FOUND A BUYER

WILLING TO PAY $20,000,000 FOR THE ASSETS.

Page 15: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

DOUBLE TAX EXAMPLE

IF XYZ IS A C CORPORATION HOW MUCH MONEY WILL THE SHAREHOLDERS NET?

A) GAIN ON SALE OF ASSETS: SALES PRICE $20,000,000 BASIS IN OTHER ASSETS ($5,000,000) TAX BASIS REAL ESTATE (1,500,000) TAX BASIS MACHINERY AND EQUIPMENT (5,000,000)GAIN ON SALE 8,500,000EXPECTED TAX RATE 40.00%TAX $3,400,000

ANALYSIS OF LIQUIDATION OF CORP.:SALES PROCEEDS $20,000,000

LESS LIABILITIES (5,000,000)LESS TAX ON GAIN ON SALE OF ASSETS (3,400,000)LIQUIDATING DISTRIBUTION 11,600,000LESS BASIS (1,000,000)

10,600,000EXPECTED TAX RATE 20.00%TAX $2,120,000

NET CASH TO SHAREHOLDERS $9,480,000

Page 16: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

DOUBLE TAX EXAMPLE

IF XYZ IS AN S CORPORATION HOW MUCH MONEY WILL THE SHAREHOLDERS NET?

A) GAIN ON SALE OF ASSETS: SALES PRICE $20,000,000 LESS BASIS IN OTHER ASSETS ($5,000,000) TAX BASIS REAL ESTATE (1,500,000) TAX BASIS MACHINERY AND EQUIPMENT (5,000,000)GAIN ON SALE $8,500,000

TAX ON GAIN OF M&E ATTRIBUTEABLE TO DEPREC. (45%) $2,250,000TAX ON GAIN OF REAL EST. ATTRIB TO DEPREC (30%) 600,000TAX ON BALANCE OF GAIN AT 25% 375,000

$3,225,000SALE PROCEEDS 20,000,000LESS LIABILITIES (5,000,000)LESS TAXES (3,225,000)

NET CASH TO SHAREHOLDERS $11,775,000

$2,295,000 MORE CASH TO THE OWNERS

Page 17: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

DOUBLE TAX EXAMPLE

IF THE SHAREHOLDERS OF XYZ HELD ALL OF THE APPRECIATED ASSETS IN AN OUTSIDE LLC HOW MUCH WOULD THE SHAREHOLDERS NET?

A) GAIN ON SALE OF APPRECIATED ASSETS IN PARTNERSHIP: SALES PRICE $15,000,000 TAX BASIS REAL ESTATE (1,500,000) TAX BASIS MACHINERY AND EQUIPMENT (4,000,000)GAIN ON SALE $9,500,000TAX ON GAIN ON SALE (SEE EXAMPLE ABOVE) $2,850,000SALE PROCEEDS IN CORPORATION $5,000,000CORPORATIONS BASIS IN ASSETS 5,000,000CORPORATE GAIN ON SALE $0PARTNERSHIP DISTRIBUTION: SALE PROCEEDS $15,000,000 LESS LIABILITIES (5,000,000) LESS TAXES (2,850,000)NET CASH TO PARTNERS $7,150,000CORPORATE DISTRIBUTION 5,000,000TAX ON DISTRIBUTION @ 20% (800,000)NET CASH TO SHAREHOLDERS $4,200,000TOTAL NET CASH $11,350,000

$1,870,000 MORE CASH TO THE OWNERS

Page 18: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

ESTATE TAX BASICS

GRITS, GRATS, SKINS, FLP’S, IDGTS, PRIVATE ANNUITIES, ETC. ARE ALL WONDERFUL TOOLS, BUT THEY WILL NOT BE AS EFFECTIVE IF YOU DON’T

TRANSFER APPRECIATED ASSETS AT OPPORTUNE TIMES

Page 19: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

ESTATE TAX BASICS

TECHNIQUES FOR SHIFTING WEALTH AND CONTROL RECAPITALIZATION

VOTING FOR NON-VOTING OK IN S CORP’S

PREFERRED STOCK BUY/SELL AGREEMENTS

FUNDED/UNFUNDED LEVERAGED ESOP’S CHARITABLE REMAINDER AND LEAD TRUSTS PHANTOM STOCK ARRANGEMENTS INTRA FAMILY SALES WITH SELF CANCELLING

NOTES/OR PRIVATE ANNUITIES FAMILY PARTNERSHIPS (LLC’S) INTENTIONALLY DEFECTIVE GRANTOR TRUSTS

Page 20: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

ESTATE TAX BASICS

OPPORTUNITIES TRANSFER COMPANY STOCK DURING DOWN

YEARS USE FAMILY LIMITED PARTNERSHIPS FOR

EQUIPMENT AND REAL PROPERTY GET SUCCESSORS IN AT INCEPTION

MAKE CERTAIN YOU USE ANNUAL EXEMPTION USE YOUR UNIFIED CREDIT NOW VERSUS

LATER USE OF INSURANCE FOR ESTATE

PROTECTION SECOND TO DIE POLICIES IRREVOCABLE INSURANCE TRUSTS

Page 21: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

ESTATE TAX BASICS

FAMILY LIMITED PARTNERSHIP/LLC GENERAL PARTNER/MANAGING MEMBER

CONTROLS DISTRIBUTIONS NEED NOT BE PRO-RATA AS

LONG AS YOU FOLLOW THE RULES OF SEC 704(b)

VALUATION DISCOUNT FOR MINORITY INTEREST

USE PROPERTY THAT WILL APPRECIATE AND TAXATION OF CHILDREN UNDER AGE 21 PROBABLY HAVE TO CONSOLIDATE UNDER

FIN 46

Page 22: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

ESTATE TAX BASICS

PRIVATE ANNUITIES BETTING TO LIVE A LONG LIFE CONSTANT PAYMENT OVER THE LIVES

OF THE SELLERS BASED UPON ACTUARIAL TABLES

IF UNSECURED THEN GAIN IS PICKED UP RATABLE OVER THE PAYMENTS

IF SECURED THEN GAIN IS RECOGNIZED IN THE YEAR OF SALE

Page 23: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

ESTATE TAX BASICS

PRIVATE ANNUITIES ADVANTAGES

POTENTIAL INCOME TAX SAVINGS GIFT TAX AVOIDANCE LIFETIME INCOME CONTINUED FAMILY CONTROL ESTATE LIQUIDITY AVOIDANCE OF PROBATE

DISADVANTAGES INVESTMENT RISK NO INTEREST DEDUCTION

Page 24: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

ESTATE TAX BASICS

SELF CANCELLING INSTALLMENT NOTES (SCIN) – BETTING ON A SHORTER LIFE

INSTALLMENT SALE THAT ENDS UPON THE DEATH OF THE SELLER

UNLIKE A PRIVATE ANNUITY IT IS FOR A SUM CERTAIN OVER A DEFINITE TERM.

MUST HAVE A COMPLETE TERMINATION OF INTEREST OR RISK ORDINARY INCOME TREATMENT

ADDITIONAL CHARGE IF INSTALLMENT NOTE IS GREATER THAN 5 MILLION

Page 25: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

ESTATE TAX BASICS

ADVANTAGES OF A SCIN ESTATE TAX SAVINGS INTEREST DEDUCTION INCOME AND SECURITY

DISADVANTAGES OF A SCIN REMAINING INCOME IS TRIGGERED IN

THE YEAR OF DEATH

Page 26: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

ESTATE TAX BASICS

GRANTOR RETAINED ANNUITY AND INCOME TRUSTS (GRAT/GRIT) USEFUL METHOD TO TRANSFER

PROPERTY THAT WILL APPRECIATE AT TODAY'S VALUE DISCOUNTED BY THE NUMBER OF YEARS THE TRUST CALLS FOR (GENERALLY LIMITED TO 10)

IF GRANTOR DOESN’T SURVIVE THE REQUIRED NUMBER OF YEARS, THE CORPUS REVERTS TO HIS OR HER ESTATE

Page 27: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

ESTATE TAX BASICS

CHARITABLE REMAINDER AND LEAD TRUSTS

REMAINDER TRUST LEAVES CORPUS TO CHARITY UPON DEATH OF GRANTOR

LEAD TRUST GIVES INCOME TO CHARITY NOW WITH CORPUS REVERTING TO GRANTOR IN FUTURE

BOTH OFFER A TAX DEDUCTION FOR CHARITABLE CONTRIBUTIONS

REMAINDER TRUST TAKES CORPUS OUT OF GRANTORS ESTATE

Page 28: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

ESTATE TAX BASICS

INTENTIONALLY DEFECTIVE GRANTOR TRUST (IDGT) TAKES ADVANTAGE OF A DEFINITIONAL ANOMALY

BETWEEN INCOME AND ESTATE TAX RULES TRANSFER IS EFFECTIVE FOR ESTATE TAX

RULES, BUT NOT FOR INCO0ME TAX RULES SHIFTS APPRECIATED PROPERTY TO A TRUST

WITHOUT RECOGNIZING CURRENT GAIN – ALL FUTURE APPRECIATION GOES TO BENEFICIARIES

ELEMENTS OF IDGT HAVE BEEN APPROVED BY IRS, BUT THEY HAVE NEVER OPINED ON THE ENTIRE PROCESS, NOR HAVE THEY CHALLENGED IT.

SIMILAR TO A GRAT, BUT NO CURRENT INCOME RECOGNITION (OR GIFT TAXES), BUT ALSO NO SECURITY.

Page 29: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

NON-FAMILY SUCCESSION

LEVERAGED ESOP COMPANY LEVERAGES ASSETS AND

PURCHASES STOCK FROM OWNER OWNER CAN RE-INVEST PROCEEDS IN

ALMOST ANY DOMESTIC STOCK AND DEFER TAXES UNTIL REPLACEMENT ASSET IS SOLD

OWNER CAN STILL RETAIN CONTROL S CORP STATUS CAN STILL BE RETAINED

Page 30: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

NON-FAMILY SUCCESSION

BUY/SELL AGREEMENTS A KEY EMPLOYEE CAN BE A PARTY TO A BUY

SELL AGREEMENT WITHOUT ACTUALLY OWNING STOCK CURRENTLY

CAN BE FUNDED WITH INSURANCE OR SIDE FUND, OR CAN BE UNFUNDED

USUALLY VALUES THE BUSINESS BY FORMULA

DIFFICULT TO DO WITH FAMILY MEMBERS DUE TO THE CHAPTER 14 VALUATION RULES – NON-FAMILY MEMBERS ARE PRESUMED TO BE DEALING AT ARMS LENGTH

Page 31: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

NON-FAMILY SUCCESSION

NON-QUALIFIED DEFERRED COMPENSATION/PHANTOM STOCK UNSECURED PROMISE TO PAY A PORTION OF

PROFITS AND/OR PROCEEDS FROM SALE/AND OR INCREASE IN VALUE AT RETIREMENT DATE OR DEATH

CAN BE FUNDED WITH INSURANCE ALSO KNOWN AS GOLDEN HANDCUFF

ARRANGEMENT AS THERE WILL BE A “POT OF GOLD AT THE END OF THE RAINBOW” ONLY IF THE STAY.

EMPLOYMENT AGREEMENTS AND SALARY CONTINUATION AGREEMENTS (CHAPTER 14 RULES DO NOT APPLY)

Page 32: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

VALUATION ISSUES

REPEAL OF SECTION 2036(c) REMOVED THE APPEAL OF

PREFERRED STOCK RECAPITALIZATIONS, AND OTHER TECHNIQUES OF FREEZING WEALTH

ADDED NEW CHAPTER 14 VALUATION RULES

SO CALLED SUBTRACTION METHOD WHICH OFTEN MAKES RETAINED VALUE ZERO IF THERE ARE “APPLICABLE RETAINED INTERESTS”.

Page 33: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

VALUATION ISSUES

MUST NOT FOOL AROUND WITH RETAINED RIGHTS AND HAVE EACH CLASS OF STOCK PROPORTIONATELY REDUCED WITHOUT OPTIONS OR ANY OTHER RIGHT TO “EXTRAORDINARY PAYMENTS” TO AVOID CHAPTER 14 RULES

OBTAIN A QUALIFIED APPRAISAL FROM AN EXPERT AND FILE GIFT TAX RETURNS STATUTE OF LIMITATION NOW CLOSES AFTER

3 YEARS BEWARE OF PUBLIC COMPANY APPROACH

THAT IS CURRENTLY FAVORED IN THE VALUATION COMMUNITY

Page 34: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

VALUATION ISSUES

FIND WAYS TO MINIMIZE BUSINESS PROFITS FOR SUCCESSION

MAXIMIZE COMPENSATION DEDUCTIONS AND PERQ’S

USE MULTIPLE ENTITIES AGGRESSIVELY USE FAMILY

PLANNING VEHICLES

Page 35: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

THE DECISION TO SELL

POSITIONING COMPANY FOR SALE TAKES TIME MAXIMIZE PROFITS CLEAN STATEMENTS AUDITED STATEMENTS CONTINUITY OF MANAGEMENT S STATUS OR OTHER PASS-THROUGH

STATUS WILL ANYONE EVER BUY YOUR STOCK

Page 36: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

THE DECISION TO SELL

FINANCIAL CONSIDERATIONS WHAT’S YOUR BUSINESS WORTH HOW MUCH MONEY DO YOU NEED OR WANT

TO MAINTAIN YOUR LIFESTYLE AND OR PASS WEALTH ON TO FUTURE GENERATIONS

LAST CHANCE TO “CASH IN CHIPS” CAN AVOID SOME OF THE DOUBLE TAX

ISSUES WITH COMPENSATION AND LEASE ARRANGEMENTS

BUYER AND SELLER MUST REPORT ALL CONSIDERATION TO IRS

Page 37: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

VALUATION

INDUSTRY RULES OF THUMB MULTIPLES OF CASH FLOW,

EARNINGS, EBITDA PRESENT VALUE OF FUTURE

BENEFITS ASSET BASED APPROACHES

Page 38: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

VALUATION CONCEPTSNORMALIZED EBITDA APPROACH

WEIGHTED SIMPLE AVERAGE AVERAGE YEAR 1 YEAR 2 YEAR 3

NET INCOME $179,167 $258,333 $25,000 $250,000 $500,000

NORMALIZATION ADJUSTMENTSSHAREHOLDER COMPENSATION >$150K 366,667 400,000 300,000 400,000 500,000

SHAREHOLDER "PERK'S" 54,167 58,333 50,000 50,000 75,000EXCESS RELATED RENT PAYMENTS 50,000 50,000 50,000 50,000 50,000EXCESS RELATED LEASE PAYMENTS 25,000 25,000 25,000 25,000 25,000

NORMALIZED NET INCOME 675,000 791,667 450,000 775,000 1,150,000

ADJUSTMENTS FOR EBITDAINTEREST 61,667 65,000 55,000 65,000 75,000INCOME TAXES 71,667 103,333 10,000 100,000 200,000DEPRECIATION 216,667 208,333 250,000 175,000 200,000AMORTIZATION 15,000 15,000 15,000 15,000 15,000

NORMALIZED EBITDA $1,040,000 $1,183,333 $780,000 $1,130,000 $1,640,000

PURCHASE PRICE @ 5X MULTIPLE $5,200,000 $5,916,667 $3,900,000 $5,650,000 $8,200,000

ANNUAL DEBT SERVICE @ 6% - 5 YEARS $1,206,367 $1,372,629 $904,775 $1,310,764 $1,902,348

Page 39: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

VALUATION CONCEPTSASSET BASED APPROACH

ACQUISITION ACQUISITION ADJ HISTORICAL

CASH ($100,000) $100,000ACCOUNTS RECEIVABLE $2,400,000 (100,000) 2,500,000

INVENTORY 200,000 (50,000) 250,000OTHER 50,000 (50,000) 100,000

PROPERTY PLANT AND EQUIPMENT 4,500,000 4,000,000 500,000OTHER ASSETS 25,000 (25,000) 50,000

CURRENT LIABILITIES (2,000,000) (2,000,000)BANK AND OTHER DEBT (2,000,000) (2,000,000)

NET ASSETS $3,175,000$3,675,000 ($500,000)

EBITDA VALUATION $2,500,000

Page 40: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

VALUATION

WHEN CAN YOU EXPECT TO RECEIVE MORE? WHEN THE ACQUISITION IS A MISSING

“PUZZLE PIECE” IN THEIR STRATEGIC PLAN!

WHEN THERE ARE SIGNIFICANT ECONOMIES OF SCALE CREATED BY THE ACQUISITION

Page 41: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

PAYMENT TERMS

A SELLER ALMOST ALWAYS WANTS A SUM CERTAIN PAID AT CLOSING.

A BUYER ALMOST ALWAYS PREFERS TO PAY BASED UPON THE RESULTS (“EARN-OUT”)

IS THERE A MIDDLE OF THE ROAD

Page 42: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

PAYMENT TERMS

CONTINGENT SALES PRICE SUM CERTAIN WITH PERFORMANCE

BASED INCENTIVES FOR KEY EMPLOYEES IF A STOCK PURCHASE MAKE SURE THAT

THERE IS A SUFFICIENT ESCROW SELLER FINANCING IS OFTEN CRUCIAL AS

A FINANCIAL INSTITUTION WILL PROBABLY NOT GIVE YOU 100% FINANCING

Page 43: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

TAX CONSIDERATIONS

BUYER IS LOOKING FOR CAPITAL GAIN TREATMENT

SELLER WANTS TAX DEDUCTIBILITY? BEWARE OF THE DOUBLE TAX!

Page 44: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

PURCHASE PRICE ALLOCATION MUST BE AGREED UPON – BUYER AND

SELLER MUST FILE STATEMENT WITH TAX RETURN

GENERAL CONCEPTS FIRST TO VALUE OF HARD ASSETS IN ORDER

OR LIQUIDITY ACCOUNTS RECEIVABLE, INVENTORY,

ETC NEXT TO APPRECIATED ASSETS

LAND, BUILDING, EQUIPMENT BALANCE TO SECTION 197 INTANGIBLE

Page 45: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

GOING PUBLIC

VERY EXPENSIVE AND TIME CONSUMING TO DO AN IPO ALMOST IMPOSSIBLE DURING BEAR MARKETS

A BETTER APPROACH IS TO FIND A PUBLIC COMPANY “SHELL” AND HAVE IT ACQUIRE THE BUSINESS

PROVIDES LIQUIDITY AND AVOIDS VALUATION ISSUES

CAN BE VERY CUMBERSOME AND LIMITING TO SOMEONE WHO IS USED TO OPERATING A CLOSELY HELD BUSINESS SARBANES OXLEY HAS MADE THIS WORSE, BUT

SMALL PUBLIC COMPANIES HAVE BEEN EXEMPTED

Page 46: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

SUMMARY

DECIDE AS EARLY AS YOU CAN WHETHER YOU WILL BE POSITIONING YOUR FOR SUCCESSION OR FOR SALE

MAKE SURE THAT YOU KEEP KEY EMPLOYEES AND SALESPEOPLE “IN THE FOLD”

IF YOU OPT FOR SUCCESSION PICK A LEADER EARLY AND GROOM HIM OR HER TO BE THE CEO

Page 47: BUSINESS SUCCESSION PLANNING FPPA MANAGEMENT WORKSHOP CHICAGO, IL SEPTEMBER 11, 2007

SUMMARY

IF YOU OPT FOR SUCCESSION START THE ESTATE PLANNING AND WEALTH TRANSFER PROCESS EARLY AND TAKE ADVANTAGE OF OPPORTUNITIES TO SHIFT WEALTH

IF YOU DECIDE TO POSITION FOR SALE YOU WILL PROBABLY NEED AT LEAST THREE YEARS TO CLEAN UP YOUR STATEMENTS