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For CLE ONLY. Not for use in sales situations
Steve Parrish, JD*,CLU®,ChFC®National Advanced Solutions Consultant
Principal Financial Group
*Does not practice law on behalf of Principal Financial Group
Exit Planning for the Professional And Service Firm
June 17, 2011
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For CLE ONLY. Not for use in sales situations
While this communication may be used to promote or market a transaction or an idea that is discussed in the publication, it is intended to provide general information about the subject matter covered and is provided with the understanding that the speaker is not rendering legal, accounting, or tax advice. It is not a marketed opinion and may not be used to avoid penalties under the Internal Revenue Code. You should consult with appropriate counsel or other advisors on all matters pertaining to legal, tax, or accounting obligations and requirements.
Although the speaker is employed by Principal Financial Group, none of the information necessarily represents the opinions or products of The Principal Financial Group or its subsidiaries.
No part of this presentation may be reproduced or used in any form or by any means, electronic or mechanical, including photocopying or recording, or by any information storage and retrieval system, without prior written permission from the speaker.
Disclosure
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For CLE ONLY. Not for use in sales situations
Agenda
• Financial and Tax Challenges
• Exit Planning Principles– Common concerns and solutions– Resources
• Special issues and solutions for Professional and Service firms
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For CLE ONLY. Not for use in sales situations
Business Transition
• Seven in 10 small business owners have thought about who would run the business in their absence
• Only 25% have formal retirement succession plans
• Only 35% have formal continuation plans in the event of their deaths.
Source: LIMRA, Small Business Owners: Full Report, 2009
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For CLE ONLY. Not for use in sales situations
Financial Issues
• Cash flow, credit and receivables
• Compensation and fringe benefits
• Business valuation and continuation
• Financial Gaps and Rebuilding
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For CLE ONLY. Not for use in sales situations
The Retirement Gapfilling the gap that Social Security and your qualified plan doesn’t cover
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For CLE ONLY. Not for use in sales situations
The Market Gapfilling the investment gap that the recent market downturn has created
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For CLE ONLY. Not for use in sales situations
The Business Value GapHelping to secure the gap between your business’s
fair market value and your book value
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For CLE ONLY. Not for use in sales situations
The Government Gap filling the gap in your plan caused by reduced government benefits
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For CLE ONLY. Not for use in sales situations
The Yin and Yang of Budget and Taxes
FEDERAL BUDGET• Budget Deficit: $1.65
trillion or 9% of GDP • National Debt: $14.3
trillion• Four Largest
Expenditures: Debt, Social Security, Medicare, Defense
• Medicare Solvency– With ACA: 2029 (now
2025)
– Without ACA: 2017
FEDERAL TAXES• Bush Tax Cuts remain
through 2012. Cost of extending income tax for 2 years is approx. $100 billion
• Social Security payroll tax reduction 2011 only
• Estate Tax increased $5 million exemption for 2 years, then reverts to $1 million at 55%
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For CLE ONLY. Not for use in sales situations
2010 2011 2012 2013Earned Income
Top Marginal Bracket1
36.45% 36.45% 36.45% 41.95%
Unearned Income2 35% 35% 35% Up to 43.4%
Qualified Dividends3 15% 15% 15% Up to 43.4%
Capital Gains4 15% 15% 15% Up to 23.8%
2010 Tax Relief Act Cumulative Rates
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For CLE ONLY. Not for use in sales situations
Special Tax and Exit Issues:Professional and Service Firms
• Employment taxes and flow through taxation• Flat tax for P.C.s• Accumulated Earnings• Fringe benefits for flow through entities• Special as to exit
– Discipline involved – “Of Counsel”– Earn outs– Non-competes
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For CLE ONLY. Not for use in sales situations
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For CLE ONLY. Not for use in sales situations
Step 1: Business and Personal Survival
Financial Analysis Firm Dynamics Analysis
PERSONAL•Financial Needs•Financial Gaps
•Firm/Family Issues
BUSINESS•BusinessValuation
•Benefits Review
Integrate with Overall Business Plan for the Firm
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For CLE ONLY. Not for use in sales situations
Step 2: Exit Plan for Owners/Partners
Determine Objectives
• Maximize value
• Minimize taxes
• Maximize flexibility
Assess ExitTechniques
• Sale
• Capital transfer
• Gift
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For CLE ONLY. Not for use in sales situations
Step 3: Funding Transfer Plan
1. Determine FundingEvents
Target Dates(retirement,
sale date, etc)
Contingent Events(Death, Disability,
Divorce)
2. Funding OpportunityReview
3. Create Funding Plan
4. Pre-Funding
5. Execute and Monitor
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For CLE ONLY. Not for use in sales situations
Business Liquidity Needs when Owner is Exiting
• Costs of disruption
• Lost loyalty (revenues and receivables)
• Debt called or not extended
• Costs of fulfilling sale/transfer
• Possible estate taxes
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For CLE ONLY. Not for use in sales situations
Business Liquidity Sources when Owner is Exiting
1. Funding from Cash Flow
2. Sell the Business
3. Borrow at Exit
4. Borrow from Government
5. Borrow now (recap.)
6. Capital Markets
7. ESOP
8. Life Insurance
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For CLE ONLY. Not for use in sales situations
Special Considerations for Professional (and service) Firms
• Ownership – Founders vs Partners vs Associates
• Governance • Licensure • Franchise / Dealership• Multi-owner nature• Cash flow and capitalization• Valuation
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For CLE ONLY. Not for use in sales situations
North American Industry Classification System (NAICS):Professional, Scientific & Technical Services
• 541191 Title Abstract & Settlement Offices
• 541199 Other Legal Services• 541211 Offices of Certified
Public Accountants• 541214 Payroll Services• 541219 Other Accounting
Services• 541511 Custom Computer
Programming• Services• 541512 Computer Systems
Design Services
• 541519 Other Computer Related Services
• 541613 Marketing Consulting Services
• 541614 Process, Physical Distribution, &
• Logistics Consulting Services• 541618 Other Management
Consulting Services• 541921 Photography Studios,
Portrait• 541922 Commercial
Photography
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For CLE ONLY. Not for use in sales situations
Valuation of Professional Practices
ExpertiseEducationReputation/RecommendationsSubstitutionMaintenance of ExpertiseGoodwill
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For CLE ONLY. Not for use in sales situations
Rules of Thumb
• Dental Practice: 1–1.5 X annual net earnings plus fixtures, equipment, inventory
• Law Practice: 0-100% annual fee revenue, dependant on client retention
• Accounting Practice: 1-1.5X gross annual revenues
• Medical Practice: 1.5–3 X annual net earnings, plus fixtures, equip. &inventory
• Real Estate Agency: 20-50% gross annual commissions
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For CLE ONLY. Not for use in sales situations
Current Business Valuation Issues
• Multiples
• Discounts– Judicial– Legislative
• Life Insurance
• Formula or Amount in Buy Sell?
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For CLE ONLY. Not for use in sales situations
Buy Sell Review Principles
• When is disposition of the business? (“5 Ds”, etc)
• Correct parties to contract? (should spouse sign?)
• Valuation (Amount, Formula, Reference to life insurance)
• Does agreement work with the chosen entity type (S, C, LLC)?
• Is Life Insurance ownership compatible?
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For CLE ONLY. Not for use in sales situations
Exit Planning Resources
• Business Enterprise Institute –
John Brown
• Robert Gelder - CBIZ
• John Warrilow – Built to Sell
• Christopher Meyer
• Pinnacle Equity Solutions –
John Leonetti
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For CLE ONLY. Not for use in sales situations
Exit Planning Solutions
• Cross Purchase versus Entity• Multi-owner Buyout • Stay bonus• ESOP• Control: Nonvoting shares, Partnership• Select Reward Plan to fund buyout• Reduced value sale with additional
benefits
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For CLE ONLY. Not for use in sales situations
BCGP How it Works
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For CLE ONLY. Not for use in sales situations
GOAL: Provide the liquidity necessary to owners departing a business while protecting the viability of the business for younger owners.
Business(Remaining Owners)
Newer OwnersFinancing:
Life Insurance
Owners Near RetirementFinancing:
Sinking Fund
Agreement AgreementCommon Triggering Events
•Death•Disability•Divorce•Dissolution•Departure
Multi-Owner Buyout Strategy
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For CLE ONLY. Not for use in sales situations
Cash Flow for Continuity Plan
Cash Flow Funding
Sinking Fund and Life Insurance
Multi-Owner Buyout Strategy:
Year-by-year exits: retirements, deaths, terminations, disabilities, etc
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For CLE ONLY. Not for use in sales situations
Example: Litigation Law Firm
• High, but fluctuating value
• 2 founders, wanting $7.5 MM buyout
• Result: – $10 million on founder partners– $5 million on other partners– $1.2 million annual premium– Ancillary funding: Disability Income, etc
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For CLE ONLY. Not for use in sales situations
Family or Internal Management SaleSelling at Lowest Defensible Cost
Results:• Payments to owner tax
deductible to the company• Lower net outlay for
purchase by children or management
• Life insurance is corporate paid and can help in living or death buyout. Can fund the deferred comp as well
• Beware: IRC 2703
Transaction:• Value sale by note at lowest
defensible valuation• For Owner
– Deferred Compensation– Consulting and non-
compete agreement
• Fund agreement with Life Insurance, etc.
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For CLE ONLY. Not for use in sales situations
Selling to Family / Internal Management Selling at Lowest Defensible Cost
DeferredComp$200 K
True Value$1 MM
DefensibleValue
$800 K
High Payments
Cap Gains
Estate Tax
Lower payments
Lower Taxes
Buyer Tax Deductions
Spreads gain
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For CLE ONLY. Not for use in sales situations
Stay Bonus
• Problem – non-owner key employee retention after loss of owner
• Solution – stay bonus for period of time
• Profile – family owned, special expertise, transition planning
• Implementation – side fund, life insurance (company or ILIT owned)
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For CLE ONLY. Not for use in sales situations
Funding the Stay Bonus
ILIT Death Proceeds
Practice
Purchase or Loan
Additional Income
KeyE’ee
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For CLE ONLY. Not for use in sales situations
• Closely held corporation funds a deferred compensation account for current executives who are potential future owners
• The account is set to vest and distribute on a Change in Control of the company
• Provides incentive/reward for key executives and retains options for current owner
Internal Sale
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For CLE ONLY. Not for use in sales situations
Example:Sale of
BusinessChange of
Control Vesting
Sale to insiders
YESAccount vests and distributes to
executives and is used to execute purchase
Sale to outsiders
YESAccount vests and distributes to executives as reward for years of
service
NO NOOptional triggering event can be
retirement
Internal Sale
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For CLE ONLY. Not for use in sales situations
Equity versus Ownership: Control
• Ownership: – Shares: voting, nonvoting – General and Limited Partners
• Equity– Bonuses –current and LTIP– Deferred compensation – “Non-partner” career track