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FAMILY FIRM INSTITUTE 
Northern California Chapter 
July 19, 2012 
Case Studies: 
Internal and External Succession 
For Privately-Held Businesses 
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Presented by 
Derek B. Ferriera, CFP®, CLU®, ChFC®, REBC® 
Virg Cristobal, CFP®
Derek B. Ferriera, CFP®, CLU®, ChFC®, REBC 
C Solutions 
2105 S. Bascom Avenue, #300 
Campbell, CA 95008 
Office phone: (408) 879-4211 
California Insurance License 0665169 
Virg Cristobal, CFP® 
Cristobal Associates 
44 Montgomery Street, Suite 2950 
San Francisco, CA 94104 
Office phone: (415) 229-3329 
California Insurance License 0E16522 
Derek Ferriera and Virg Cristobal are registered representatives of Lincoln Financial Advisors Corp. 
Securities offered through Lincoln Financial Advisors Corp., a broker-dealer (member SIPC). 
Investment advisory services offered through Sagemark Consulting, a division of Lincoln Financial 
Advisors Corp., a registered investment advisor. Insurance offered through Lincoln Marketing and 
Insurance Agency, LLC and Lincoln Associates Insurance Agency, Inc. and other fine companies. 
CRN201205-2068227
WELCOME 
The information contained in this correspondence is not intended to be a 
"Covered Opinion" under Treasury Department Circular 230. If the 
information is construed to be such an opinion, the opinion was written to 
support the promotion or marketing of the transaction(s) or matter(s) 
addressed in the opinion and the taxpayer should seek advice based on 
the taxpayer's particular circumstances from an independent tax advisor. 
Furthermore, the opinion does not reach a conclusion at a confidence 
level of at least more likely than not with respect to one or more 
significant Federal tax issues addressed by the opinion. In addition, with 
respect to those significant Federal tax issues, the opinion was not 
written, and cannot be used by the taxpayer, for the purpose of avoiding 
penalties that may be imposed on the taxpayer.
WHO ARE WE?
WHO IS 
SAGEMARK?
RETIRE 
BUSINESS 
INVEST 
ESTATE 
SAVINGS & 
INVESTMENTS 
PLANNING 
PROCESS 
BUSINESS INSURANCE 
TRANSFER 
TAX 
REAL PROPERTY 
FAMILY 
ENTITY 
& 
EQUITY 
FRINGES 
& 
FIDUCIARY 
T 
A 
X 
F 
E 
N 
C 
E 
ROTH 
QSTP 
QTIP 
ILIT 
RQTIP 
GST 
QPRT 
CRT 
CLT 
GRAT 
IDIT 
LP/LLC 
$$$ 
Discount 
Leverage 
GROSS INCOME 
(-) TAXES 
(-) EXPENSES 
NET INCOME 
PERSONAL 
PROPERTY 
QUALIFIED 
RETIREMENT PLANS 
Terms to the right of the tax fence are; Roth IRA, Qualified State Tuition Plan, Qualified Terminable Interest Property, Irrevocable Life 
Insurance Trust, Qualified Personal Residence Trust, Charitable Lead Trust, Intentionally Defective Income Trust, Reverse Qualified 
Terminable Interest Property, Generation Skipping Trust, Charitable Remainder Trust, Grantor Retained Annuity Trust, Limited 
Partnership/Limited Liability Company, and are hypothetical strategies that may be considered depending upon the ramifications of each 
different case situation.
AGENDA 
• The Big Picture 
• Case studies through the process 
• Establishing Planning Priorities 
• Getting Money Out of Your Business 
• Choosing a Successor 
• How to Evaluate Business Transfer Options 
• Building Your Contingency Plan 
• Minimizing the Impact of Taxes
INCORPORATE WITH EXIT STRATEGIES 
CONTINGENCIES 
(Unplanned) 
Buy-Sell Agreement 
How is value pegged? 
What chassis? 
Which contingencies? 
(refer to matrix) 
Sale to 
3rd party 
Merger 
IPO 
Private 
Retain As 
Cash Cow 
ESOP 
Public Firm 
Gift To Family 
EXIT STRATEGY 
(Planned) 
Deferred Consulting 
Compensation 
Gift To Family
TODAY’S OBJECTIVE 
Case-based Discussion of 
Succession Planning 
Through the Process 
A dialogue of opportunities and pitfalls
THE FATE OF THE FAMILY BUSINESS 
2nd Generation 
30% 
1st Generation 
58% 
3rd 
Generation 
12% 
With only 3% operating at the 4th Generation and 
beyond 
Source: Joseph Astrachan, PhD and Editor Family Business Review (2003), as cited on Family Firm Institute web site (www.FFI.org), 2012
FAMILY CONFLICT
THE PLANNING PROCESS 
1. Providing for Your Own Financial Security 
2. Setting Exit Objectives 
3. Determining Value/Price 
4. Preserving, Protecting and Promoting Value 
5. Converting Business Value to Cash 
6. Selling the Business for a Note 
7. Contingency Planning for Business 
8. Wealth Preservation Planning
PROVIDING FOR YOUR OWN 
FINANCIAL WELL BEING 
Question: 
Can I Afford 
To Transfer My Business?
DETERMINING YOUR 
FINANCIAL WELL BEING 
Step 1: Identify Needs 
Step 2: Inventory Resources 
Step 3: Evaluate Long-Term Situation
SOURCES OF INCOME: 
SELL BUSINESS 
FOR 
SALE
HOW MUCH INCOME DO I 
NEED FROM THE BUSINESS? 
NEED MONEY 
DON’T NEED 
MONEY 
Which Way 
do we go? 
IPO 
3rd Party Sale 
Sweat Equity 
NQDC 
Private Annuity 
Gifts 
Bequest 
SCIN’s 
GRAT’s 
IDIT’s 
Terms are as follows; Initial Public Offering, Non-Qualified Deferred Compensation, Self- 
Canceling Installment Note, Grantor Retained Annuity Trusts, Intentionally Defective Income 
Trusts, and are hypothetical examples of strategies that may be considered in a specific case 
depending on the specific ramifications of that particular situation.
TRANSFERRING THE BUSINESS 
• Letting Go 
• Developing A Successor 
• Choosing The Appropriate 
Transfer Option
UNABLE TO LET GO 
Lack of a Successor 
• None Available 
• Not Old Enough 
• Not Interested 
• Not Capable
DEVELOPING A SUCCESSOR 
Step 1: Identify Job Requirements 
Step 2: Assess Bench Strength 
Step 3: Select From Within or Recruit 
Step 4: Develop a Crisis Contingency Plan
ASSESSING BENCH STRENGTH 
President/Sales Mgr VP/Finance Mgr. Production Mgr. 
Purch./Materials Mgr. 
Outside Sales Finance Asst. Mgr. Production Asst. Mgr 
Supervisor Supervisor 
Payroll 
(outsource) 
Engineer 
CPA 
QA Mgr. 
Inside Sales Receptionist 
Customer 
Service 
50 + Workers 
Rank and File 
CEO
TRANSFERRING THE BUSINESS 
• Letting Go 
• Developing A Successor 
• Choosing The Appropriate 
Transfer Option
TRANSFER OPTIONS 
Determine when 
to Transfer? 
Sell During 
Lifetime 
Gift During 
Lifetime 
Sell at Death 
When? 
Now 
Disability 
At Retirement 
Gift at Death 
HOW? 
Cash 
Installments 
Cross Purchase 
To Whom? 
Family 
Partner 
Key Person 
Competitor 
3rd Party HOW? 
Stock Redemption 
ESOP, MBO/LBO 
SCIN, IDIT, GRAT 
Annual Gifts 
Lifetime Gifts 
HOW? 
Cash 
Installments 
To Whom? 
Family 
Partner 
Key Person 
Competitor 
3rd Party HOW? 
Buy/Sell Agreement 
B.A.T. Trust 
Liquidation* 
Lifetime Gifts 
Gift to CRT 
The abbreviated terms are as follows; Business Acquisition Trust, Employee Stock Bequest 
Ownership Plan, Management Buyout/Leveraged Buyout, Self-Cancelling Installment 
Note, Intentionally Defective Income Trust, Grantor Retained Annuity Trust and 
Charitable Remainder Trust, and are hypothetical examples of strategies that may be 
considered depending on the specific circumstances of the particular case. 
*Default Plan: LIQUIDATION
Transfer 
Methods 
Transfer 
Channels 
Transfer Methods 
Buy-Sell 
Living Buy-out 
Sale 
Family 
Co-Owners 
Outsiders Recapitalization 
Merger 
Public 
IPO 
Going Private 
Objectives: 
• Lifestyle Change 
• Cash-out, Diversify 
• Create Family Legacy 
• Give Employees equity 
Employees 
Gifts, Bequests, 
SCINS, Private 
Annuities, GRAT’s, 
IDIT’s 
Default: LIQUIDATION 
Channel 
MBO/LBO 
ESOP 
Terms are self 
cancelling 
installment note, 
grantor retained 
annuity trusts, 
intentionally 
defective income 
trusts, management 
buyouts/leveraged 
buyouts, and 
employee stock 
ownership plans, 
and are hypothetical 
examples of 
strategies that may 
be considered 
depending on the 
circumstances of the 
particular case. 
TRANSFER OPTIONS
QUESTION: 
WHAT IF THE PROCESS IMPLIES 
INTERNAL SUCCESSION IS NOT 
PRACTICAL?
ANSWER: 
WAIT AND SEE 
EXIT PLAN
3rd Party Sale Business Process with 
Mergers and Acquisitions Firm 
Days: 30 60 120 150 
Pre-sale 
Planning 
Prepare 
Offering 
Memorandum 
Communicate 
With 
Prospective 
Buyers 
Obtain 
Proposals 
180 – 
210 
Consummate 
Transaction 
• Gather & 
analyze 
Client 
data 
• Reduce 
expenses, 
increase 
profits & 
maximize 
business 
value 
• Prepare 
document to 
justify price 
• Business 
purpose, 
strategy, 
products, 
services, 
competition, 
technology, 
management 
• Historical & 
projected 
financials 
• Private Equity 
groups 
• Strategies 
sources 
• High net worth 
individuals, 
selectively 
• Evaluate terms 
• Negotiate to 
achieve 
optimum 
terms among 
competing 
offers 
• Finalize terms 
• Work with 
counsel 
to draft 
transaction 
documentation 
• Close 
transaction 
Exit Planning offered through unaffiliated 3rd parties.
ACCEPTING THE FIRST (AND ONLY) OFFER 
27 
Competition brings out the best offers. 
Client Original Offer Expectations Result Improvement 
Medical Systems Company $6.0 MM $6.0 MM $18.0 MM 200% 
Road Builder (Contractor) $37.5 MM $50.0 MM $83.8 MM 123% 
Oil Field Services Company $14.0 MM $20.0 MM $23.0 MM 64% 
Erosion Control Company $4.0 MM $4.0 MM $6.3MM 58% 
The examples are for illustrative purposes as individual results will vary.
PRE-SALE PLANNING 
• Owner’s Objectives 
• Company History 
• Entity Type (s) 
• Growth Trends 
• Industry Info 
• Competition 
• Proprietary Products/ 
Services 
• Niche Markets 
• History of Acquisitions 
• Financial Reporting 
• Profitability 
• Risks/Liabilities 
• Debt 
• Customer Concentration 
• Geography Served 
• Contract/Terms 
• Expected Price/Terms 
• Post-transfer Involvement 
• Deal Structure 
• Ideal Buyer 
• Next Steps 
After above data is completed…proceed to “Marketability Assessment” 28
CONTINGENCY PLANNING 
BUY-SELL DECISION GRID 
Owner #1 Owner #2 
Death (Wait & See) 
Cross-Purchase 1st 
Stock Redemption 2nd 
YES/NO YES/NO 
Disability 
Presumptive 6 mos. Wait 
9 Mo’s otherwise, own 
occupation 
YES/NO YES/NO 
Departure: 
Friendly – Retirement 
Unfriendly – Discord 
YES/NO 
YES/NO 
YES/NO 
YES/NO 
Divorce: 
Pre/post nuptial- 
Spouse sign off!! 
YES/NO YES/NO 
Sell Each Other / Gift YES/NO YES/NO 
1st Refusal YES/NO YES/NO 
Unfriendly Withdrawal YES/NO YES/NO 
Retirement YES/NO YES/NO
WEALTH PRESERVATION PLANNING 
“Planning by Default” 
• Section 303 
• Section 6166 
• Section 2032A
WEALTH PRESERVATION 
PLANNING 
Lifetime Generation 
Skipping Transfer Tax 
Generation Skipping 
Lifetime Payment of Gift Tax 
Lifetime Gift of Credit 
Gift Split 
Annual Exclusion 
Do Nothing During Lifetime 
Pyramid of Pain
REDUCING TAXES THROUGH 
INVESTMENTS AND FRINGE BENEFITS 
R.E. 
$_____ 
Income 
Expenses 
$ Profit 
Equipment 
“S”/ LLC 
EQ #1 
EQ #2 
EQ #3 
“C” Corp 
RE #1 
RE #2 
$ k $ k 
Corporate Tax 
~ $ 
$0k 
$_____ 
Dividend Tax 
~ $ 
15% Fed 
9.3% CA 
W-2 
+K-1 
+K-1 
Gross Taxable Income 
(-) Allowable Deductions 
Net Taxable Income 
Lease Agreements 
Alternative 
Investments 
$_____ 
+ or (-) 
W-2= $_____ 
QP = $_____ 
NQDC =$____ 
IRS $______ 
Real Estate, 
“S”/LLC 
$ k 
PIGPAL 
RE Rescue
TAX-DEFERRED 
RETIREMENT PLANS* 
* Limits for 2012 
Lowest to Highest Allowable Contributions 
Defined Contribution Plans 
*IRA - $5,000 + $1,000 (50+) 
*Simple IRA - $11,500 + $2,500 (50+) 
*401(k) - $17,000 + $5,500 (50+) 
*SEP IRA - $50,000 
*Profit Sharing - $50,000 
*Personal 401(k) - $50,000 + $5,500 
(50+) 
Defined Benefit Pension 
Plans 
*Defined Benefit Pension Plan / (Cash 
Balance + Target Benefit / IRC Sec 415/412 
Limits) 
*Defined Benefit Pension Plan w/ Ins. 
(IRC Sec 415/412 Limits) 
*Defined Benefit Pension Plan w/ Inv. 
Guarantees (IRC Sec 412 Limits) 
*Defined Benefit Pension Plan w/ Inv. 
& Ins. Guarantees (IRC Sec 412 Limits)
SAMPLE CASES
SAMPLE CASES 
1. S Corp / Sale to Family and Key EE 
2. 3RD Party Sale - C Corp 
The strategies used in the following cases may not be indicative of solutions that may be useful in all cases. 
These are cases that have been worked on within the past two years.
CASE STUDY #1 
Sell to Child in Business and Key EE 
S CORPORATION 
Net Worth: $3.5 Million
FAMILY TREE 
Relationship Age 
Mr. Client 64 
Mrs. Spouse 60 
----------------------------------------------------------------------------------------- 
- 
Son (in Bus.) 34 
---------------------------------------------------------------------------------------- 
Son (not in Bus.) 32 
---------------------------------------------------------------------------------------- 
Son (not in Bus.) 38
GOALS 
Retire in 2010 with $113k/year (After tax) + 3% inflation 
expenses + mortgage + property taxes until age 100 
Develop business succession strategy to Son and Key EE 
Increase discretionary income 
Reduce income taxes 
Update estate planning documents 
Reduce estate taxes 
Build continuity plan (death and/or disability)
BALANCE SHEET 
Beginning Debt/ Net 
Value Liability Equity 
Cash and Equivalents 
Bank 3,590 0 3,590 
Note Receivable-Son 61,000 0 61,000 
Trust bank acct 1 18,741 0 18,741 
Trust bank acct 2 30,000 0 30,000 
Trust Bank 3 112,327 0 112,327 
HELOC 0 (24,759) (24,759) 
225,658 (24,759) 200,899 
Domestic Equity 
stock 78,380 0 78,380 
Brokerage Trust Acct 896,090 0 896,090 
974,470 0 974,470 
Personal Use Assets 
Home 1,250,000 (687,309) 562,691 
1,250,000 (687,309) 562,691
BALANCE SHEET CONTINUED 
Beginning Debt/ Net 
Value Liability Equity 
Business Use Assets 
Beach House 915,000 (266,185) 648,815 
Condo 1 140,000 (111,138) 28,862 
Condo 1 Loan 2 0 (13,995) (13,995) 
Business (100%) 1,040,000 0 1,040,000 
Lot 36,000 0 36,000 
2,131,000 (391,318) 1,739,682 
Qualified Plan Assets 
Client IRA 32,618 0 32,618 
Spouse IRA 10,200 0 10,200 
42,818 0 42,818 
Grand Totals 4,623,946 (1,103,386) 3,520,560
POTENTIAL ISSUES?
POTENTIAL SOLUTIONS?
Ownership 
BUSINESS EXIT STRATEGY 
2005 
Owner 
Key EE 
Son 
Key EE’s Replacement 
Owner 
Key EE 
Son 
Key EE’s Replacement 
50% 
14% 
36% 
0% 
Phase II Phase III 
50% 
14% 
36% 
0% 
0% 
25% 
75% 
TBA % 
Control 
50% 
14% 
36% 
0% 
0%* 
50% 
50% 
0% 
0% 
25% 
75% 
TBA % 
Cash Flow 
100 % (Via Note) 
0% (Net) 
0% (Net) 
0% 
100% (Via Note) 
0% (Net) 
0% (Net) 
0% 
TBA % 
TBA % 
TBA % 
TBA % 
Phase I 
2010 2015 TBA 
Sweat Equity Partial 
Sale 
Sweat Equity Note 
Cont’d + Partial 
Control Provision 
Full Ownership  
Control Transferred 
Owner 
Key EE 
Son 
Key EE’s Replacement
BUSINESS EXIT 
STRATEGY 
Corporation 
3. Salary Continuation 
4. Deferred Compensation 
($ at retirement subject to 
valuations) 
Owner 
Spouse 
(Buyout f/ remainder 
value at death) 
7. Collateral Assignment 
(accrued loan) 
6. Split Dollar (premium) 
Gets remaining shares of 
company at Owner’s death 
Son 
Son and Key EE 
Corporation indemnifies Son 
and Key 1. Installment Notes EE as Key Employees 
5. Rabbi Trust 
2. Trusteed Cross 
Purchase Buy-Sell 
Agreement 
Policy 
Key EE
Power Of 
Attorney 
Healthcare 
Power Of 
Attorney 
Financial 
Power Of 
Attorney 
Financial 
Power Of 
Attorney 
Healthcare 
Life Insurance 
~ $ 300,000 
1st Death 
HEIRS 
$3,563,015 
IRS 
~ $38,812 
2nd Death 
CURRENT SITUATION 
Living Trust 
~$ 3,489,589 
$ 1,744,794 $ 1,744,794 
Survivor 
~ $ 1,744,794 
Bypass 
Up to 
$2 Million 
QTIP 
~ $ 0 
IRA / 401k 
~ $ 67,444 
TAX 
~ $ 1,857,033 
Will 
Client 
Will 
Spouse 
IRA / 401k 
~ $ 67,444 
Life Insurance 
~ $ 300,000
Power Of 
Attorney 
Healthcare 
Power Of 
Attorney 
Financial 
Power Of 
Attorney 
Financial 
Power Of 
Attorney 
Healthcare 
1st Death 
HEIRS 
$3,737,780 
IRS 
~ $24,984 
2nd Death 
REVISED SITUATION 
Living Trust 
~$ 3,489,589 
$ 1,744,794 $ 1,744,794 
Survivor 
~ $ 1,744,794 
Bypass 
Up to 
$2 Million 
QTIP 
~ $ 0 
IRA / 401k 
~ $ 67,444 
TAX 
~ $ 1,857,033 
Will 
Client 
Will 
Spouse 
IRA / 401k 
~ $ 67,444 
LIFE 
INSURANCE 
$300,000 
LIFE 
INSURANCE 
$300,000
BEFORE AND AFTER SNAPSHOT 
Current Revised 
Income (W-2/Bonus) $241,696 $191,696 
Investment Income $28,607 $16,300 
RE Income (Passive) $16,800 $47,298 
S Distributions $100,000 $50,000 
Installment Note $47,557 
Income Taxes (Fed+State) ($72,694) ($85,702) 
Expenses ($145,650) ($113,283) 
Net Income $51,665 $161,084 
Cash and equiv $200,899 $111,122 
Investments $974,470 (90/10) $974,470 (60/40) 
Alt. Investments $100,000 
Real Estate $699,682 $699,682 (Commercial) 
Business S Corp $1,040,000 $520,000 
Business C Corp $100,000 
Qualified Plan $42,818 $42,818 
NQDC $50,000 
Personal Residence $562,691 $562,691 
Net Assets $3,520,560 $3,681,644 
Estate Taxes $38,812 $24,984 
Net to Heirs $3,563,015 $3,737,780
RECOMMENDATIONS 
Update living trust, wills, and powers of attorney 
Create successor management team 
3rd party business valuation 
Phase I sale of 50% voting stock to Key EE and Son. 
Split-Dollar agreements for all parties 
Trusteed Cross Purchase Buy Sell Agreement 
Salary Continuation Agreements 
Key Man life insurance of 2x salary for Owner, Key EE, and Son. 
Florida C Corporation for additional business to reduce state income taxes 
Non-qualified deferred Compensation plan with Rabbi Trust 
Long-Term Care Insurance for Owner/spouse, Key EE, and Son 
Disability income and Disability Buy Out insurance on Son and Key EE 
Group Long-term Disability coverage 
Establish pension plan (if cash flow improves) 
1031 exchange rental properties and lots to commercial Triple-Net TIC 
60% equities, 40% fixed revocable trust investment portfolio 
Gift $300k UL insurance to ILIT
CASE STUDY #2 
Maximize the Sale 
of Your Business
CASE STUDY 
COMPANY BACKGROUND 
• 5 yr old medical services company - growing rapidly 
• 2008 EBITDA $800K, 2009 Projected EBITDA of $4MM - $5MM 
• Company needed an infusion of working capital of $4 MM - $6 MM 
• Introduced to us by ESG in June 2008  Engaged in January 2009 for 
two-pronged plan: 
1. working capital would be sought 
2. determine market interest w/ Private Equity Groups (PEGs)  
synergistic companies for an outright acquisition or recapitalization.
OPTIONS  OPPORTUNITIES 
• Working capital proposals all required more equity than desired 
• As a result an outright sale was emphasized – procured 15-20 interests 
• Received multiple offers: 
Offer Company Proposal Progression Final 
1st 
Synergistic 
2nd 
3rd 
PEG 
PEG 
$25 million 
$29 million 
$16-$22 million 
$50 million $55 million 
• Accepted $55MM offer  began onsite due diligence 
$43 million 
Not Enough 
- 
-
THE STORY GETS BETTER – 
Final Deal  Outcome 
• $60MM topping offer received during due diligence from 
another synergistic company 
• Decided to rescind acceptance of first synergistic company 
offer 
• Final purchase price ended up at $66.3 MM – Closed 
transaction November 2009 
• Summary: 
– Timeline – 11 months from engagement 
– Clients Valuation Expectation - $15MM to $25MM 
– Final Purchase Price Achieved - $66.3M 
– Final EBITDA Multiple – 83 x 2008 EBITDA  13.2 x 2009 Projected 
EBITDA
1999 2000 
$2 MM Net Worth 
NQSO Option 
Exercises 
2001 2002 
Renewal Fee 
Client Leaves W-2 Capacity 
2003 
Managed Minor 
Investment 
Portfolio 
2004 
Renewal Fee 
2005 2006 
CASE TIMELINE 
(Phase One Planting Seeds) 
2007 
Client Adds: 
2 Active Partners  
4 Other Passive 
Investors 
Initial Engagement 
for $5K Fee 
Renewal Fee 
Client Phases into New Co. via 
Purchase of Assets from Public Co.
2007 
Initial 
Business 
Planning 
Fee 
ESG Initial Intro 
Videoconference 
2008 
Group  Personal 
Planning Meetings 
(Goals  Financials) 
MA, CPA,  
2009 
MA 
Formal 
Proposal 
Group  Personal 
Planning Meetings 
(Goals  Financials) 
- Continued - 
JD Firms 
Engagement 
Business Contingency 
Life Insurance Implemented 
2010 
Companies #1 - 4 Talks 
Jan to Mar Apr May Jun Jul Aug Sep Oct 
Nov 
to 
Dec 
Review 
Personal 
Planning – 
Initial 
Retirement, 
Estate 
Projections  
Goals Review 
GRATs 
Implemented 
Personal Planning – 
Retirement  Estate 
Re-Projections 
Personal Planning – 
Implementation  
Year End Tax  
Legal Meetings 
Personal Planning – 
Retirement 
Re-Projections  Year 
End Personal Timelines 
MA, CPA 
Financial  
Legal Prep 
Begin 
(Daily T-CONs) 
Company #5 
Talks Begin 
SALE CLOSED 
CASE TIMELINE
MARKETABILITY ASSESSMENT 
• Complimentary 
• Confidential 
• Provides to Advisor/Client: 
– Valuation “range” based on various “forward looking” approaches 
– Comparable sales in industry 
– Recommendations to enhance value 
– How the MA process works 
– MA Fees 
• Takes 7 – 10 days to prepare after we receive data 
• Your existing advisor team selects the “best fit” MA firm to represent your 
client based on: 
– Industry expertise 
– Deal size/type 
– Chemistry 
– Geography
APPENDIX
The 10 Potential Exit 
Planning Mistakes 
1. The Do-It-Yourself’er (Don’t try this at home) 
2. Holding on too long 
3. Failure to plan/Procrastination 
4. Too Busy Fighting Alligators 
5. Advisors don’t know how to work together, no 
coordinator 
6. Unaware there is a defined Exit Plan Process 
7. Rush to transaction 
8. Fear what to do after business is gone 
9. Not Assembling a team 
10. Failure to make yourself “obsolete”
FAMILY CONFLICT 
“Your Father’s Been Expecting You!”
ONE BROTHER ON SIBLING RIVALRY 
“I spend a lot of time figuring 
out how I’m going to get my 
sister’s half of the business.”
TAX EFFICIENCY AUDIT 
Estate Taxes 45% 
State Estate  Inheritance Taxes 10% - 30% (Currently 0% in CA) 
Income Taxes - Personal 10% - 35% 
__________________________________________________________________________________________________________________________________ 
90% of time corporation involved: 
O - Owner 
P - Payor Benefit 
B – Beneficiary 
Corporate Alternative Minimum Tax 20% 
(Income Tax) 
Corporate Income Tax 15% - 35% 
Federal Gift Tax 45% 
(A) / (B) / (C) 
Federal Generation Skipping Transfer Tax 45% 
i.e. Did you think your $2,000,000 of Life Insurance was tax free?
ANNUAL CONTRIBUTION EXAMPLES 
USING DIFFERENT FUNDING METHODS 
Current 
Age 
Retirement 
Age 
Profit 
Sharing 
Traditional 
Defined Benefit 
W/O Life Ins 
Defined 
Benefit 
With Life 
Insurance 
412 (i) Funding 
With 
Life Ins 
30 55 $46,000 $ 31,878 $74,254 $ 99,343 
35 55 $46,000 $ 45,617 $97,531 $133,703 
40 55 $46,000 $ 68,875 $129,147 $187,110 
45 55 $46,000 $114,693 $192,481 $285,841 
50 60 $46,000 $145,935 $256,280 $357,458 
55 62 $46,000 $191,210 $332,365 $434,778 
60 65 $46,000 $187,265 $324,536 $393,182
Introduction 
Comprehensive 
Financial 
Planning Process 
Engage 
Services 
Document 
Debrief 
Present 
Feasibility 
Study 
Build 
Feasibility 
Study 
Create Plan 
Data 
Plan Meeting 
Design and 
Research 
Referral / 
Implementation 
Finalization 
Implementation 
Clarification 
Plan 
Presentation 
Document 
pickup 
Concept 
Testing and 
Education 
Renewal / 
Plan 
Review 
Implementation 
Presentation 
Obtain 
Valuation 
Business 
Audit 
Business 
Sale 
Prepare Offering 
Memorandum
Setting Exit Objectives 
“When a man does not know which harbor he is 
heading for, no wind is the right wind.” 
-Seneca
Q  A

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Internal and External Succession for Privately Held Businesses

  • 1. FAMILY FIRM INSTITUTE Northern California Chapter July 19, 2012 Case Studies: Internal and External Succession For Privately-Held Businesses WWWWhhhhaaaatttt hhhhaaaassss wwwwoooorrrrkkkkeeeedddd aaaannnndddd WWWWhhhhaaaatttt hhhhaaaassssnnnn’’’’tttt Presented by Derek B. Ferriera, CFP®, CLU®, ChFC®, REBC® Virg Cristobal, CFP®
  • 2. Derek B. Ferriera, CFP®, CLU®, ChFC®, REBC C Solutions 2105 S. Bascom Avenue, #300 Campbell, CA 95008 Office phone: (408) 879-4211 California Insurance License 0665169 Virg Cristobal, CFP® Cristobal Associates 44 Montgomery Street, Suite 2950 San Francisco, CA 94104 Office phone: (415) 229-3329 California Insurance License 0E16522 Derek Ferriera and Virg Cristobal are registered representatives of Lincoln Financial Advisors Corp. Securities offered through Lincoln Financial Advisors Corp., a broker-dealer (member SIPC). Investment advisory services offered through Sagemark Consulting, a division of Lincoln Financial Advisors Corp., a registered investment advisor. Insurance offered through Lincoln Marketing and Insurance Agency, LLC and Lincoln Associates Insurance Agency, Inc. and other fine companies. CRN201205-2068227
  • 3. WELCOME The information contained in this correspondence is not intended to be a "Covered Opinion" under Treasury Department Circular 230. If the information is construed to be such an opinion, the opinion was written to support the promotion or marketing of the transaction(s) or matter(s) addressed in the opinion and the taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. Furthermore, the opinion does not reach a conclusion at a confidence level of at least more likely than not with respect to one or more significant Federal tax issues addressed by the opinion. In addition, with respect to those significant Federal tax issues, the opinion was not written, and cannot be used by the taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer.
  • 6. RETIRE BUSINESS INVEST ESTATE SAVINGS & INVESTMENTS PLANNING PROCESS BUSINESS INSURANCE TRANSFER TAX REAL PROPERTY FAMILY ENTITY & EQUITY FRINGES & FIDUCIARY T A X F E N C E ROTH QSTP QTIP ILIT RQTIP GST QPRT CRT CLT GRAT IDIT LP/LLC $$$ Discount Leverage GROSS INCOME (-) TAXES (-) EXPENSES NET INCOME PERSONAL PROPERTY QUALIFIED RETIREMENT PLANS Terms to the right of the tax fence are; Roth IRA, Qualified State Tuition Plan, Qualified Terminable Interest Property, Irrevocable Life Insurance Trust, Qualified Personal Residence Trust, Charitable Lead Trust, Intentionally Defective Income Trust, Reverse Qualified Terminable Interest Property, Generation Skipping Trust, Charitable Remainder Trust, Grantor Retained Annuity Trust, Limited Partnership/Limited Liability Company, and are hypothetical strategies that may be considered depending upon the ramifications of each different case situation.
  • 7. AGENDA • The Big Picture • Case studies through the process • Establishing Planning Priorities • Getting Money Out of Your Business • Choosing a Successor • How to Evaluate Business Transfer Options • Building Your Contingency Plan • Minimizing the Impact of Taxes
  • 8. INCORPORATE WITH EXIT STRATEGIES CONTINGENCIES (Unplanned) Buy-Sell Agreement How is value pegged? What chassis? Which contingencies? (refer to matrix) Sale to 3rd party Merger IPO Private Retain As Cash Cow ESOP Public Firm Gift To Family EXIT STRATEGY (Planned) Deferred Consulting Compensation Gift To Family
  • 9. TODAY’S OBJECTIVE Case-based Discussion of Succession Planning Through the Process A dialogue of opportunities and pitfalls
  • 10. THE FATE OF THE FAMILY BUSINESS 2nd Generation 30% 1st Generation 58% 3rd Generation 12% With only 3% operating at the 4th Generation and beyond Source: Joseph Astrachan, PhD and Editor Family Business Review (2003), as cited on Family Firm Institute web site (www.FFI.org), 2012
  • 12. THE PLANNING PROCESS 1. Providing for Your Own Financial Security 2. Setting Exit Objectives 3. Determining Value/Price 4. Preserving, Protecting and Promoting Value 5. Converting Business Value to Cash 6. Selling the Business for a Note 7. Contingency Planning for Business 8. Wealth Preservation Planning
  • 13. PROVIDING FOR YOUR OWN FINANCIAL WELL BEING Question: Can I Afford To Transfer My Business?
  • 14. DETERMINING YOUR FINANCIAL WELL BEING Step 1: Identify Needs Step 2: Inventory Resources Step 3: Evaluate Long-Term Situation
  • 15. SOURCES OF INCOME: SELL BUSINESS FOR SALE
  • 16. HOW MUCH INCOME DO I NEED FROM THE BUSINESS? NEED MONEY DON’T NEED MONEY Which Way do we go? IPO 3rd Party Sale Sweat Equity NQDC Private Annuity Gifts Bequest SCIN’s GRAT’s IDIT’s Terms are as follows; Initial Public Offering, Non-Qualified Deferred Compensation, Self- Canceling Installment Note, Grantor Retained Annuity Trusts, Intentionally Defective Income Trusts, and are hypothetical examples of strategies that may be considered in a specific case depending on the specific ramifications of that particular situation.
  • 17. TRANSFERRING THE BUSINESS • Letting Go • Developing A Successor • Choosing The Appropriate Transfer Option
  • 18. UNABLE TO LET GO Lack of a Successor • None Available • Not Old Enough • Not Interested • Not Capable
  • 19. DEVELOPING A SUCCESSOR Step 1: Identify Job Requirements Step 2: Assess Bench Strength Step 3: Select From Within or Recruit Step 4: Develop a Crisis Contingency Plan
  • 20. ASSESSING BENCH STRENGTH President/Sales Mgr VP/Finance Mgr. Production Mgr. Purch./Materials Mgr. Outside Sales Finance Asst. Mgr. Production Asst. Mgr Supervisor Supervisor Payroll (outsource) Engineer CPA QA Mgr. Inside Sales Receptionist Customer Service 50 + Workers Rank and File CEO
  • 21. TRANSFERRING THE BUSINESS • Letting Go • Developing A Successor • Choosing The Appropriate Transfer Option
  • 22. TRANSFER OPTIONS Determine when to Transfer? Sell During Lifetime Gift During Lifetime Sell at Death When? Now Disability At Retirement Gift at Death HOW? Cash Installments Cross Purchase To Whom? Family Partner Key Person Competitor 3rd Party HOW? Stock Redemption ESOP, MBO/LBO SCIN, IDIT, GRAT Annual Gifts Lifetime Gifts HOW? Cash Installments To Whom? Family Partner Key Person Competitor 3rd Party HOW? Buy/Sell Agreement B.A.T. Trust Liquidation* Lifetime Gifts Gift to CRT The abbreviated terms are as follows; Business Acquisition Trust, Employee Stock Bequest Ownership Plan, Management Buyout/Leveraged Buyout, Self-Cancelling Installment Note, Intentionally Defective Income Trust, Grantor Retained Annuity Trust and Charitable Remainder Trust, and are hypothetical examples of strategies that may be considered depending on the specific circumstances of the particular case. *Default Plan: LIQUIDATION
  • 23. Transfer Methods Transfer Channels Transfer Methods Buy-Sell Living Buy-out Sale Family Co-Owners Outsiders Recapitalization Merger Public IPO Going Private Objectives: • Lifestyle Change • Cash-out, Diversify • Create Family Legacy • Give Employees equity Employees Gifts, Bequests, SCINS, Private Annuities, GRAT’s, IDIT’s Default: LIQUIDATION Channel MBO/LBO ESOP Terms are self cancelling installment note, grantor retained annuity trusts, intentionally defective income trusts, management buyouts/leveraged buyouts, and employee stock ownership plans, and are hypothetical examples of strategies that may be considered depending on the circumstances of the particular case. TRANSFER OPTIONS
  • 24. QUESTION: WHAT IF THE PROCESS IMPLIES INTERNAL SUCCESSION IS NOT PRACTICAL?
  • 25. ANSWER: WAIT AND SEE EXIT PLAN
  • 26. 3rd Party Sale Business Process with Mergers and Acquisitions Firm Days: 30 60 120 150 Pre-sale Planning Prepare Offering Memorandum Communicate With Prospective Buyers Obtain Proposals 180 – 210 Consummate Transaction • Gather & analyze Client data • Reduce expenses, increase profits & maximize business value • Prepare document to justify price • Business purpose, strategy, products, services, competition, technology, management • Historical & projected financials • Private Equity groups • Strategies sources • High net worth individuals, selectively • Evaluate terms • Negotiate to achieve optimum terms among competing offers • Finalize terms • Work with counsel to draft transaction documentation • Close transaction Exit Planning offered through unaffiliated 3rd parties.
  • 27. ACCEPTING THE FIRST (AND ONLY) OFFER 27 Competition brings out the best offers. Client Original Offer Expectations Result Improvement Medical Systems Company $6.0 MM $6.0 MM $18.0 MM 200% Road Builder (Contractor) $37.5 MM $50.0 MM $83.8 MM 123% Oil Field Services Company $14.0 MM $20.0 MM $23.0 MM 64% Erosion Control Company $4.0 MM $4.0 MM $6.3MM 58% The examples are for illustrative purposes as individual results will vary.
  • 28. PRE-SALE PLANNING • Owner’s Objectives • Company History • Entity Type (s) • Growth Trends • Industry Info • Competition • Proprietary Products/ Services • Niche Markets • History of Acquisitions • Financial Reporting • Profitability • Risks/Liabilities • Debt • Customer Concentration • Geography Served • Contract/Terms • Expected Price/Terms • Post-transfer Involvement • Deal Structure • Ideal Buyer • Next Steps After above data is completed…proceed to “Marketability Assessment” 28
  • 29. CONTINGENCY PLANNING BUY-SELL DECISION GRID Owner #1 Owner #2 Death (Wait & See) Cross-Purchase 1st Stock Redemption 2nd YES/NO YES/NO Disability Presumptive 6 mos. Wait 9 Mo’s otherwise, own occupation YES/NO YES/NO Departure: Friendly – Retirement Unfriendly – Discord YES/NO YES/NO YES/NO YES/NO Divorce: Pre/post nuptial- Spouse sign off!! YES/NO YES/NO Sell Each Other / Gift YES/NO YES/NO 1st Refusal YES/NO YES/NO Unfriendly Withdrawal YES/NO YES/NO Retirement YES/NO YES/NO
  • 30. WEALTH PRESERVATION PLANNING “Planning by Default” • Section 303 • Section 6166 • Section 2032A
  • 31. WEALTH PRESERVATION PLANNING Lifetime Generation Skipping Transfer Tax Generation Skipping Lifetime Payment of Gift Tax Lifetime Gift of Credit Gift Split Annual Exclusion Do Nothing During Lifetime Pyramid of Pain
  • 32. REDUCING TAXES THROUGH INVESTMENTS AND FRINGE BENEFITS R.E. $_____ Income Expenses $ Profit Equipment “S”/ LLC EQ #1 EQ #2 EQ #3 “C” Corp RE #1 RE #2 $ k $ k Corporate Tax ~ $ $0k $_____ Dividend Tax ~ $ 15% Fed 9.3% CA W-2 +K-1 +K-1 Gross Taxable Income (-) Allowable Deductions Net Taxable Income Lease Agreements Alternative Investments $_____ + or (-) W-2= $_____ QP = $_____ NQDC =$____ IRS $______ Real Estate, “S”/LLC $ k PIGPAL RE Rescue
  • 33. TAX-DEFERRED RETIREMENT PLANS* * Limits for 2012 Lowest to Highest Allowable Contributions Defined Contribution Plans *IRA - $5,000 + $1,000 (50+) *Simple IRA - $11,500 + $2,500 (50+) *401(k) - $17,000 + $5,500 (50+) *SEP IRA - $50,000 *Profit Sharing - $50,000 *Personal 401(k) - $50,000 + $5,500 (50+) Defined Benefit Pension Plans *Defined Benefit Pension Plan / (Cash Balance + Target Benefit / IRC Sec 415/412 Limits) *Defined Benefit Pension Plan w/ Ins. (IRC Sec 415/412 Limits) *Defined Benefit Pension Plan w/ Inv. Guarantees (IRC Sec 412 Limits) *Defined Benefit Pension Plan w/ Inv. & Ins. Guarantees (IRC Sec 412 Limits)
  • 35. SAMPLE CASES 1. S Corp / Sale to Family and Key EE 2. 3RD Party Sale - C Corp The strategies used in the following cases may not be indicative of solutions that may be useful in all cases. These are cases that have been worked on within the past two years.
  • 36. CASE STUDY #1 Sell to Child in Business and Key EE S CORPORATION Net Worth: $3.5 Million
  • 37. FAMILY TREE Relationship Age Mr. Client 64 Mrs. Spouse 60 ----------------------------------------------------------------------------------------- - Son (in Bus.) 34 ---------------------------------------------------------------------------------------- Son (not in Bus.) 32 ---------------------------------------------------------------------------------------- Son (not in Bus.) 38
  • 38. GOALS Retire in 2010 with $113k/year (After tax) + 3% inflation expenses + mortgage + property taxes until age 100 Develop business succession strategy to Son and Key EE Increase discretionary income Reduce income taxes Update estate planning documents Reduce estate taxes Build continuity plan (death and/or disability)
  • 39. BALANCE SHEET Beginning Debt/ Net Value Liability Equity Cash and Equivalents Bank 3,590 0 3,590 Note Receivable-Son 61,000 0 61,000 Trust bank acct 1 18,741 0 18,741 Trust bank acct 2 30,000 0 30,000 Trust Bank 3 112,327 0 112,327 HELOC 0 (24,759) (24,759) 225,658 (24,759) 200,899 Domestic Equity stock 78,380 0 78,380 Brokerage Trust Acct 896,090 0 896,090 974,470 0 974,470 Personal Use Assets Home 1,250,000 (687,309) 562,691 1,250,000 (687,309) 562,691
  • 40. BALANCE SHEET CONTINUED Beginning Debt/ Net Value Liability Equity Business Use Assets Beach House 915,000 (266,185) 648,815 Condo 1 140,000 (111,138) 28,862 Condo 1 Loan 2 0 (13,995) (13,995) Business (100%) 1,040,000 0 1,040,000 Lot 36,000 0 36,000 2,131,000 (391,318) 1,739,682 Qualified Plan Assets Client IRA 32,618 0 32,618 Spouse IRA 10,200 0 10,200 42,818 0 42,818 Grand Totals 4,623,946 (1,103,386) 3,520,560
  • 43. Ownership BUSINESS EXIT STRATEGY 2005 Owner Key EE Son Key EE’s Replacement Owner Key EE Son Key EE’s Replacement 50% 14% 36% 0% Phase II Phase III 50% 14% 36% 0% 0% 25% 75% TBA % Control 50% 14% 36% 0% 0%* 50% 50% 0% 0% 25% 75% TBA % Cash Flow 100 % (Via Note) 0% (Net) 0% (Net) 0% 100% (Via Note) 0% (Net) 0% (Net) 0% TBA % TBA % TBA % TBA % Phase I 2010 2015 TBA Sweat Equity Partial Sale Sweat Equity Note Cont’d + Partial Control Provision Full Ownership Control Transferred Owner Key EE Son Key EE’s Replacement
  • 44. BUSINESS EXIT STRATEGY Corporation 3. Salary Continuation 4. Deferred Compensation ($ at retirement subject to valuations) Owner Spouse (Buyout f/ remainder value at death) 7. Collateral Assignment (accrued loan) 6. Split Dollar (premium) Gets remaining shares of company at Owner’s death Son Son and Key EE Corporation indemnifies Son and Key 1. Installment Notes EE as Key Employees 5. Rabbi Trust 2. Trusteed Cross Purchase Buy-Sell Agreement Policy Key EE
  • 45. Power Of Attorney Healthcare Power Of Attorney Financial Power Of Attorney Financial Power Of Attorney Healthcare Life Insurance ~ $ 300,000 1st Death HEIRS $3,563,015 IRS ~ $38,812 2nd Death CURRENT SITUATION Living Trust ~$ 3,489,589 $ 1,744,794 $ 1,744,794 Survivor ~ $ 1,744,794 Bypass Up to $2 Million QTIP ~ $ 0 IRA / 401k ~ $ 67,444 TAX ~ $ 1,857,033 Will Client Will Spouse IRA / 401k ~ $ 67,444 Life Insurance ~ $ 300,000
  • 46. Power Of Attorney Healthcare Power Of Attorney Financial Power Of Attorney Financial Power Of Attorney Healthcare 1st Death HEIRS $3,737,780 IRS ~ $24,984 2nd Death REVISED SITUATION Living Trust ~$ 3,489,589 $ 1,744,794 $ 1,744,794 Survivor ~ $ 1,744,794 Bypass Up to $2 Million QTIP ~ $ 0 IRA / 401k ~ $ 67,444 TAX ~ $ 1,857,033 Will Client Will Spouse IRA / 401k ~ $ 67,444 LIFE INSURANCE $300,000 LIFE INSURANCE $300,000
  • 47. BEFORE AND AFTER SNAPSHOT Current Revised Income (W-2/Bonus) $241,696 $191,696 Investment Income $28,607 $16,300 RE Income (Passive) $16,800 $47,298 S Distributions $100,000 $50,000 Installment Note $47,557 Income Taxes (Fed+State) ($72,694) ($85,702) Expenses ($145,650) ($113,283) Net Income $51,665 $161,084 Cash and equiv $200,899 $111,122 Investments $974,470 (90/10) $974,470 (60/40) Alt. Investments $100,000 Real Estate $699,682 $699,682 (Commercial) Business S Corp $1,040,000 $520,000 Business C Corp $100,000 Qualified Plan $42,818 $42,818 NQDC $50,000 Personal Residence $562,691 $562,691 Net Assets $3,520,560 $3,681,644 Estate Taxes $38,812 $24,984 Net to Heirs $3,563,015 $3,737,780
  • 48. RECOMMENDATIONS Update living trust, wills, and powers of attorney Create successor management team 3rd party business valuation Phase I sale of 50% voting stock to Key EE and Son. Split-Dollar agreements for all parties Trusteed Cross Purchase Buy Sell Agreement Salary Continuation Agreements Key Man life insurance of 2x salary for Owner, Key EE, and Son. Florida C Corporation for additional business to reduce state income taxes Non-qualified deferred Compensation plan with Rabbi Trust Long-Term Care Insurance for Owner/spouse, Key EE, and Son Disability income and Disability Buy Out insurance on Son and Key EE Group Long-term Disability coverage Establish pension plan (if cash flow improves) 1031 exchange rental properties and lots to commercial Triple-Net TIC 60% equities, 40% fixed revocable trust investment portfolio Gift $300k UL insurance to ILIT
  • 49. CASE STUDY #2 Maximize the Sale of Your Business
  • 50. CASE STUDY COMPANY BACKGROUND • 5 yr old medical services company - growing rapidly • 2008 EBITDA $800K, 2009 Projected EBITDA of $4MM - $5MM • Company needed an infusion of working capital of $4 MM - $6 MM • Introduced to us by ESG in June 2008 Engaged in January 2009 for two-pronged plan: 1. working capital would be sought 2. determine market interest w/ Private Equity Groups (PEGs) synergistic companies for an outright acquisition or recapitalization.
  • 51. OPTIONS OPPORTUNITIES • Working capital proposals all required more equity than desired • As a result an outright sale was emphasized – procured 15-20 interests • Received multiple offers: Offer Company Proposal Progression Final 1st Synergistic 2nd 3rd PEG PEG $25 million $29 million $16-$22 million $50 million $55 million • Accepted $55MM offer began onsite due diligence $43 million Not Enough - -
  • 52. THE STORY GETS BETTER – Final Deal Outcome • $60MM topping offer received during due diligence from another synergistic company • Decided to rescind acceptance of first synergistic company offer • Final purchase price ended up at $66.3 MM – Closed transaction November 2009 • Summary: – Timeline – 11 months from engagement – Clients Valuation Expectation - $15MM to $25MM – Final Purchase Price Achieved - $66.3M – Final EBITDA Multiple – 83 x 2008 EBITDA 13.2 x 2009 Projected EBITDA
  • 53. 1999 2000 $2 MM Net Worth NQSO Option Exercises 2001 2002 Renewal Fee Client Leaves W-2 Capacity 2003 Managed Minor Investment Portfolio 2004 Renewal Fee 2005 2006 CASE TIMELINE (Phase One Planting Seeds) 2007 Client Adds: 2 Active Partners 4 Other Passive Investors Initial Engagement for $5K Fee Renewal Fee Client Phases into New Co. via Purchase of Assets from Public Co.
  • 54. 2007 Initial Business Planning Fee ESG Initial Intro Videoconference 2008 Group Personal Planning Meetings (Goals Financials) MA, CPA, 2009 MA Formal Proposal Group Personal Planning Meetings (Goals Financials) - Continued - JD Firms Engagement Business Contingency Life Insurance Implemented 2010 Companies #1 - 4 Talks Jan to Mar Apr May Jun Jul Aug Sep Oct Nov to Dec Review Personal Planning – Initial Retirement, Estate Projections Goals Review GRATs Implemented Personal Planning – Retirement Estate Re-Projections Personal Planning – Implementation Year End Tax Legal Meetings Personal Planning – Retirement Re-Projections Year End Personal Timelines MA, CPA Financial Legal Prep Begin (Daily T-CONs) Company #5 Talks Begin SALE CLOSED CASE TIMELINE
  • 55. MARKETABILITY ASSESSMENT • Complimentary • Confidential • Provides to Advisor/Client: – Valuation “range” based on various “forward looking” approaches – Comparable sales in industry – Recommendations to enhance value – How the MA process works – MA Fees • Takes 7 – 10 days to prepare after we receive data • Your existing advisor team selects the “best fit” MA firm to represent your client based on: – Industry expertise – Deal size/type – Chemistry – Geography
  • 57. The 10 Potential Exit Planning Mistakes 1. The Do-It-Yourself’er (Don’t try this at home) 2. Holding on too long 3. Failure to plan/Procrastination 4. Too Busy Fighting Alligators 5. Advisors don’t know how to work together, no coordinator 6. Unaware there is a defined Exit Plan Process 7. Rush to transaction 8. Fear what to do after business is gone 9. Not Assembling a team 10. Failure to make yourself “obsolete”
  • 58. FAMILY CONFLICT “Your Father’s Been Expecting You!”
  • 59. ONE BROTHER ON SIBLING RIVALRY “I spend a lot of time figuring out how I’m going to get my sister’s half of the business.”
  • 60. TAX EFFICIENCY AUDIT Estate Taxes 45% State Estate Inheritance Taxes 10% - 30% (Currently 0% in CA) Income Taxes - Personal 10% - 35% __________________________________________________________________________________________________________________________________ 90% of time corporation involved: O - Owner P - Payor Benefit B – Beneficiary Corporate Alternative Minimum Tax 20% (Income Tax) Corporate Income Tax 15% - 35% Federal Gift Tax 45% (A) / (B) / (C) Federal Generation Skipping Transfer Tax 45% i.e. Did you think your $2,000,000 of Life Insurance was tax free?
  • 61. ANNUAL CONTRIBUTION EXAMPLES USING DIFFERENT FUNDING METHODS Current Age Retirement Age Profit Sharing Traditional Defined Benefit W/O Life Ins Defined Benefit With Life Insurance 412 (i) Funding With Life Ins 30 55 $46,000 $ 31,878 $74,254 $ 99,343 35 55 $46,000 $ 45,617 $97,531 $133,703 40 55 $46,000 $ 68,875 $129,147 $187,110 45 55 $46,000 $114,693 $192,481 $285,841 50 60 $46,000 $145,935 $256,280 $357,458 55 62 $46,000 $191,210 $332,365 $434,778 60 65 $46,000 $187,265 $324,536 $393,182
  • 62. Introduction Comprehensive Financial Planning Process Engage Services Document Debrief Present Feasibility Study Build Feasibility Study Create Plan Data Plan Meeting Design and Research Referral / Implementation Finalization Implementation Clarification Plan Presentation Document pickup Concept Testing and Education Renewal / Plan Review Implementation Presentation Obtain Valuation Business Audit Business Sale Prepare Offering Memorandum
  • 63. Setting Exit Objectives “When a man does not know which harbor he is heading for, no wind is the right wind.” -Seneca
  • 64. Q A