webinar slides: is an esop right for your company?

IS AN ESOP RIGHT FOR YOUR COMPANY? Presented by: Jeffrey Gluck, Cindy Dwyer, Hal Hunt

and Mark Welker

May 1, 2014

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Today’s Presenters

Cindy Dwyer, CPA Shareholder 913.234.1022 | [email protected] Cindy is the President of MHM Retirement Plan Solutions and a Shareholder of Mayer Hoffman McCann P.C. She supervises staff, oversees technical research, and provides quality control services. She has previously served as the national Chairperson of the American Institute of Certified Public Accountants Employee Benefits Technical Resource Panel (TRP) and currently serves as an advisory member of the TRP. Additionally, Cindy has been a recurring speaker at the American Institute of Certified Public Accountants National Conference on Employee Benefit Plans. Cindy is also a committee member and former chair of the Employee Benefits Institute sponsored by UMKC School of Law.

Jeffrey Gluck, CPA Shareholder 212.790.5844 | [email protected] Jeff is the CBIZ Senior Managing Director and an MHM Shareholder in the New York office and leads the office overseeing client service and strategic direction. Jeff joined CBIZ and MHM in 1992 and has more than 20 years of experience. Jeff works closely with privately-held businesses in various industries and specializes in accounting and transaction services for employee stock ownership plans (ESOPs).

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Hal Hunt, CPA Shareholder 913.234.1012 | [email protected]

Hal leads MHM’s Employee Benefit Plan (EBP) Audit Practice. With over 25 years of diverse experience with EBP accounting, auditing and compliance issues, he is also a member of the firm’s Professional Standards Group as EBP subject matter expert. As the EBP National Practice Leader, Hal is responsible for providing internal training, along with providing technical support to engagement teams, serving as engagement quality reviewer and developing resource tools for our EBP audit professionals. He served on the AICPA’s Employee Benefit Plan Audit Quality Center (EBPAQC) Executive Committee and is currently a member of the EBPAQC ESOP Task Force.

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Today’s Presenters

Mark D. Welker Partner, Husch Blackwell 816.983.8148 | [email protected] Chair of the firm's Tax & Benefits Department, Mark is considered clients’ go-to advisor on any important benefit or compensation matter. He focuses on all benefit and compensation matters, including the creation and operation of employee retirement plans, deferred and equity executive compensation, employee stock ownership plans, and health and welfare plans. Mark is highly regarded for his strategies and management of fiduciary and tax disputes.


Today’s Agenda

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ESOP Overview

ESOP Transaction Case Study Manufacturing Company

ESOP Transaction Case Study Energy Company

ESOP OVERVIEW


78.2 million Americans were born between 1946 and 1964 (the "Baby Boom" generation).

It has been estimated that Baby Boomers own about 7 million privately held businesses with over 2.5 million of these held by individuals who are age 55 or older.

Surveys and studies have indicated about half of business owners over the age of 55 may want to consider selling their business in the next 5 to 10 years.

This means that over 1 million Baby Boomers may be selling their business in the near future.

“Baby Boomer’s” Need for Transition Planning

‹#›


More than 12,000 ESOPs in U.S. (10% of private sector workforce—ESOPs cover over 11 million employees)

30% to 40% are 100% owned by an ESOP 40% to 45% are S-Corporation ESOPs Approximately 50% are ESOPs with <125

participants ESOPs are found in all industries Most ESOPs are or were leveraged, (i.e. they used

borrowed funds to acquire stock bought by the ESOP)

(Source: National Center for Employee Ownership, A Statistical Profile of Employee Ownership, updated January 2014)

ESOP Population


An ESOP is a tax-qualified, defined contribution, employee benefit plan (ERISA)

Invests primarily in the stock of the sponsoring company

“Tax-Qualified” in that sponsoring company and selling shareholder receive various income tax benefits

What is an ESOP?


Provide a market (at fair market value as determined by an independent appraiser) for partial or complete sale by existing shareholders

Borrow from a bank, the sponsoring company, or sellers to purchase a block of stock

Make corporate tax-deductible contributions, including loan principal and interest payments via the ESOP (25% of payroll for S Corporations, more if a C Corporation)

Why ESOPs?


Independent valuation of privately held employer securities, must be performed annually.

This annual valuation is reported to participants and is used to redeem shares from retiring plan participants.

ESOP Complexities


The ESOP receives a loan and uses the proceeds to purchase stock from current shareholders.

These shares are held in trust and are released into employee accounts at a rate corresponding to the ESOP’s debt amortization.

Leveraged ESOPs


1) Lender lends to company. 2) Company lends to ESOP. 3) ESOP buys stock from existing shareholders. 4) Company makes annual tax-deductible contributions to ESOP. 5) The ESOP then in turn repays company. 6) Company repays Lender (but note that amortization schedule demanded by Lender is typically

much shorter than schedule on ESOP loan, which is typically 20-30 years). 7) Employees typically receive cash after they retire or leave (vesting schedule).

Leveraged ESOP


Creates liquidity at fair market value (as determined by an independent appraiser)

Control maintained (if desired)

Deferral of capital gains taxes available to qualified sellers of C corporation stock (IRC 1042)

Establishes value and provides liquidity for estate planning

Advantages for Selling Stockholders

May continue employment; additional equity incentives still available (stock option, bonus, purchase, phantom stock, etc.)


If company is an S Corporation: If 100% ESOP-owned: no U.S. income taxes owed If <100% ESOP-owned: ESOP’s share of tax distributions can be used to

repay debt

Whether S or C Corporation, the company may deduct ESOP contributions

Allows company to redeem a minority shareholder or shareholders whose interests are no longer aligned with the company

Keeps ownership of the company in the local community Motivation and retention of employees: proven to improve

profitability and employee satisfaction

Advantages to Operating Company and Remaining Shareholders


(The ESOP can own less than 100%, with a proportional reduction in tax-free income.)

100% ESOP – Five-Year Value of Tax-Free Operations by Electing S Corporation Status

Assume: $500,000 pretax income 10% growth rate 40% effective tax rate

Total Tax Savings: $1,221,020 = more than two times the current income!

1 2 3 4 5 Pretax Income $500,000 $550,000 $605,000 $665,500 $732,050

Tax Savings $200,000 $220,000 $242,000 $266,200 $292,820


Employees share directly in equity growth of company

ESOP employer contributions tend to be larger than profit sharing contributions

ESOP accounts accumulate tax-free and are tax-favored at distribution

Advantages for Employees

ESOP TRANSACTION CASE STUDIES

Manufacturing Company, Inc.


Background Privately owned manufacturer of high quality, industrial safety

equipment sold through a worldwide network of supply distributors. Operations are conducted from company-owned facilities and

employs approximately 250 people (25% union). The Company is fiscally conservative and debt free. Annual revenue of approximately $75 million and income from

operations of approximately $19.7 million, increasing at a compound growth rate of almost 3% per year.

The Company is an “S” corporation. The Company has a profit sharing plan and discretionary

contributions were approximately $2 million annually.


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Objectives The majority stockholder owns 70% of the Company and is in his

early 70s. The minority stockholder owns 30% of the Company and is in his

early 60s. Although the Company has been highly profitable, the stockholders

are unable to find a buyer who would pay the cash asking price. Preliminary calculations of the FMV of the Company’s stock is

$99.5 million after distribution of AAA of $33.6 million.


‹#›


FMV of Company Stock

Fair Market Value Estimate: EBITDA $21,235,201 Multiple X 6 Enterprise Value 127,411,206

Excess Cash/Investments 16,700,000 Debt (distribution of previously taxed earnings) (33,600,000) Equity Value 110,511,206 Non-marketability Discount (10%) (11,051,121)

Fair Market Value $99,460,085 Outstanding Shares 900,000 Fair Market Value per Share $110.51


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Can the Company do a 100% ESOP using a normal structure? FMV after AAA distribution: $99.5 million Employee eligible compensation: $12.2 million Maximum contribution for S corporation: $3 million Difficult to fully amortize $99.5 million with limitation on

annual debt service of $3 million.



Transaction Overview―Company: On December 1, 2014 the Company forms an ESOP effective

January 1, 2014. On December 31, 2014, the Company makes a distribution of

previously taxed earnings of $33.6 million. On January 1, 2015, the Company redeems 90% of the

Company’s outstanding shares for $89.5 million. Stock redemptions and distributions of previously taxed

earnings are financed using a combination of senior, mezzanine and seller financing at 3% interest, amortized over 10 years with a balloon payment after 7 years.



Transaction Overview—ESOP: On January 1, 2015, the Company loans $9.9 million to the

ESOP out of excess cash at 3% interest payable over 30 years.

Also on January 1, 2015, the ESOP purchases the remaining 10% of the Company’s outstanding shares for $9.9 million.

The Company executes a stock split, resulting in the ESOP owning 900,000 shares representing 100% of the outstanding stock, valued at $11/share.



Sources and Uses of Cash

Sources Uses

Excess Cash $ 9,900,000 AAA Distribution $33,600,000

Senior Secured Debt 63,700,000 Stock Redemption 89,500,000

Mezzanine Debt 30,800,000 ESOP Loan 9,900,000

Seller Notes 28,600,000

Total $133,000,000 Total $133,000,000


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Debt Terms and Assumptions Senior Amount (3 X EBITDA) $63.7 million Amortization 10 years Maturity 7 years Interest rate 4%

Mezzanine Sellers Amount (1.5 X EBITDA) $30.8 million Amount $28.6 million

Amortization 10 years Amortization 10 years Maturity 7 years Maturity 7 years Interest rate 11% Interest rate 3% Internal rate of return 14% Internal rate of return 18% Warrants (# issued) 42,887 Warrants (# issued) 199,083 Warrants (exercise price) $11.00 Warrants (exercise price) $11.00

(Assumes excess cash is used to fund debt)


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Subordinated N

ote

ESOP

Mezzanine Lender


70% Owner 30%

Owner

$30.

8 M

M

Bank

Warrants

Note

$9.9 MM

$63.7 MM

Secured Note

*70% Owner: [70% x $28.6 MM] Redemption Note [70% x $60.9 MM] Redemption Cash [70% x $33.6 MM] AAA Distribution

**30% Owner: [30% x $28.6 MM] Redemption Note [30% x $60.9 MM] Redemption Cash [30% x $33.6 MM] AAA Distribution

Stock **

Cas

h, N

ote

& W

arra

nts


Management Incentives Typically grant Stock Appreciation Rights (SARs) to

management Typically not exercisable until only debt remaining is

Senior, Secured Debt and can borrow to pay it off Typically 5% to 15% on a fully diluted basis Assumed 10% in this deal, exercisable at $11/share


‹#›


Post-Closing Capitalization ESOP 900,000 shares 70.93% Mezzanine Warrants 42,887 shares 3.38% Seller Warrants 199,083 shares 15.69% SARs 126,885 shares 10.00% 100.00%


‹#›


ESOP Debt Service Limits

Post Transaction Year 1 Year 2 Year 3 Year 4 Year 5

Total wages $ 19,200,000

Less non-participating wages (6,400,000)

Less non-eligible wages (600,000)

Eligible wages 12,200,000 25%

Total maximum contributions to all DC plans

$ 3,050,000 $ 3,141,500 $ 3,235,745 $ 3,332,817 $ 3,432,802 $ 3,535,786

Less assumed 401(k)/Profit Sharing contributions

- - - - - -

Assumed maximum ESOP contribution $ 3,050,000 $ 3,141,500 $ 3,235,745 $ 3,332,817 $ 3,432,802 $ 3,535,786

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Manufacturing Company, Inc. ESOP

Cash Flow – Post ESOP Transaction


EBITDA $ 21,235,201 $ 21,872,257 $ 22,528,425 $23,204,277 $23,900,406 $24,617,418

Less capital expenditures (1,000,000) (1,030,000) (1,060,900) (1,092,727) (1,125,509)

Cash flow available for debt service 20,872,257 21,498,425 22,143,377 22,807,679 23,491,909

Company cash contributions to ESOP (507,387) (507,387) (507,387) (507,387) (507,387)

ESOP debt repayment to Company 507,387 507,387 507,387 507,387 507,387

Transaction Financing Debt service interest

(6,794,000)

(6,304,324)

(5,781,626)

(5,223,049)

(4,625,449)

Debt service principal (9,642,310) (10,131,986) (10,654,683) (11,213,260) (11,810,861)

Annual cash flow $ 4,435,947 $ 5,062,115 $ 5,707,068 $ 6,371,369 $ 7,055,600

Cumulative excess cash $ 6,754,100 $ 11,190,047 $ 16,252,163 $ 21,959,230 $ 28,330,600 $ 35,386,199

Warrants/SARs would be exercised in Year 10 for $49.4 MM cash payment by Company: $32.1 MM for warrants & $17.3 MM for SARs



FMV of Company Stock – Post ESOP Transaction


EBITDA $ 21,235,201

Multiple X 6

Enterprise Value $127,411,206 $131,233,542 $135,170,548 $139,225,665 $143,402,435 $147,704,508

Cumulative Excess Cash/Investments 6,754,100 11,190,047 16,252,163 21,959,230 28,330,600 35,386,199

Outstanding Debt (123,100,000) (113,457,690) (103,325,704) (92,671,021) (81,457,761) (69,646,900)

SARs FMV * - (154,165) (562,101) (1,299,937) (2,393,051) (3,816,066)

Warrants FMV * - (2,161,928) (4,581,628) (7,485,268) (10,630,878) (13,776,488)

Equity Value 11,065,306 28,811,734 42,953,278 59,728,670 77,251,345 95,851,253

Non-marketability discount (10%) (1,106,531) (2,881,173) (4,295,328) (5,972,867) (7,725,135) (9,585,125)

Equity Value $ 9,958,775 $ 25,930,561 $ 38,657,950 $ 53,755,803 $ 69,526,211 $ 86,266,128

Equity value per ESOP share (without dilution) $ 11.07 $ 28.81 $ 42.95 $ 59.73 $ 77.25 $ 95.85

* Warrants/SARs would be exercised in Year 10 for $49.4 MM cash payment by Company: $32.1 MM for warrants & $17.3 MM for SARs

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ESOP Participant Account Balances


Shares Allocated - 30,000 30,000 30,000 30,000 30,000 Cumulative Shares Allocated, End of Period

-

30,000

60,000

90,000

120,000

150,000

Unallocated Shares, End of Period 900,000 870,000 840,000 810,000 780,000 750,000

Total Shares, End of Period 900,000 900,000 900,000 900,000 900,000 900,000

Total Eligible Compensation $ 12,200,000 $12,566,000 $ 12,942,980 $ 13,331,269 $ 13,731,207 $ 14,143,143

Participant # 1 ESOP Account Statement Annual Compensation $50,000 $51,500 $53,045 $54,636 $56,275 $57,964

Shares Allocated - 123 123 123 123 123

Cumulative shares allocated - 123 246 369 492 615

FMV per share $ 7.85 $ 20.00 $ 30.00 $ 42.00 $ 55.00 $ 68.00

Total participant account at FMV $ - $ 2,459 $ 7,377 $ 15,492 $ 27,049 $ 41,803


ESOP Benefit

Analysis

Company Annual

Contribution to ESOP

Annual Eligible Compensation

Contribution as a % of

Compensation

FMV of Stock Released Each

Year

Stock Released as a % of

Compensation

FMV of all

ESOP Stock

Year 1 $ 507,387 $ 12,566,000 4.04% $ 600,000 4.77% $ 18,000,000

Year 2 507,387 12,942,980 3.92% 900,000 6.95% 27,000,000

Year 3 507,387 13,331,269 3.81% 1,260,000 9.45% 37,800,000

Year 4 507,387 13,731,207 3.70% 1,650,000 12.02% 49,500,000

Year 5 507,387 14,143,143 3.59% 2,040,000 14.42% 61,200,000

Year 6 507,387 14,567,437 3.48% 2,460,000 16.89% 73,800,000

Year 7 507,387 15,004,460 3.38% 2,880,000 19.19% 86,400,000

Year 8 507,387 15,454,594 3.28% 3,360,000 21.74% 100,800,000

Year 9 507,387 15,918,232 3.19% 3,840,000 24.12% 115,200,000

Year 10 507,387 16,395,779 3.09% 4,320,000 26.35% 129,600,000

Total $ or Avg % $ 5,073,865 $ 144,055,101 3.52% $ 23,310,000



SAR Values Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10

FMV/share

$20.00

$30.00

$42.00

$55.00

$68.00

$82.00

$96.00

$112.00

$128.00

$144.00

Exercise Price/share

(7.85) (7.85) (7.85) (7.85) (7.85) (7.85) (7.85) (7.85) (7.85) (7.85)

SAR value/share

$12.15

$22.15

$34.15

$47.15

$60.15

$74.15

$88.15

$104.15

$120.15

$136.15

X SARs Granted

126,885

126,885

126,885

126,885

126,885

126,885

126,885

126,885

126,885

126,885

SAR Value $1,542,000

$2,811,000

$4,333,000

$5,983,000

$7,632,000

$9,409,000

$11,185,000

$13,215,000

$15,245,000

$17,275,000

Vesting % 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

SAR Vested Value

$154,000

$562,000

$1,300,000

$2,393,000

$3,816,000

$5,645,000

$7,829,000

$10,572,000

$13,721,000

$17,275,000



ESOP Repurchase Liability This should be modeled Typically restrict ESOP distributions until after ESOP

Debt is paid down



Planning Opportunities for Sellers: Employment agreements? Participation in ESOP? Company has until the due date of its 2014 corporate

income tax returns to make an ESOP contribution of up to 25% of qualified compensation. Tax deduction flows through to sellers

If Company’s business is cyclical and typically has a loss in January, then could delay closing to February 1, 2015. January 2015 loss would flow through to Sellers.



Planning Opportunities for Sellers: Warrants may be worth very little at closing Consider European Style warrants Consider Deal price ($11/share) versus Post-Deal value

(nearly $0/share). Consider contributing warrants to intentionally defective

grantor trust. Trust contributes warrants to partnership for capital

account equal to warrant value. Heirs receive profits interest.

Heirs pay mostly capital gains taxes on future warrant appreciation.



Planning Opportunities for Company: Defer revenue from 2014 to 2015 Accelerate expenses into 2014 If Company has income outside U.S., pursue maximizing U.S.

income and minimizing income from outside U.S. Sale/leaseback of real estate, as an example: Client in hospitality/entertainment industry 100% leveraged ESOP: total debt $170 million (FMV

$175 million), tight loan covenants, $28 million EBITDA Sold real estate for $140 million to REIT for $14 million

annual rent Borrowed $43 million senior secured debt from REIT Repaid all deal debt, much more lenient covenants



Who controls Company post-ESOP sale? The Board of Directors Board appoints/removes trustee Trustee votes stock in board elections Trustee can be subject to Board direction Typically Board would be sellers at least until seller

notes are repaid


ESOP TRANSACTION CASE STUDIES

Energy Company, LLC


At least one owner of Energy Company, LLC is demanding liquidity:

Private Equity Fund that has run its course owns 25% Proxy contest with board; litigation pending

The Problem


Reduce board – member strife by liquidating owner who demands exit

Concentrate ownership in friendly in-community hands

Provide means for employee ownership (currently problematic in LLC structure) to enhance retention

Improve employee commitment to business profitability

Minimize use of Energy Company, LLC cash for buyout

Maximize tax efficiency

Energy Company, LLC Goals


Find a buyer for owner Who? Will buyer be a good fit for Energy Company, LLC goals? Avoids use of any Energy Company, LLC funds

Energy Company, LLC repurchases units

Must be done with after-tax funds – tax inefficient Increases proportionate ownership of remaining owners

Energy Company, LLC Alternatives


ESOP purchases owner units to provide liquidity Record owner is Energy Company, LLC-selected trustee Keeps control with Energy Company, LLC board Beneficial owners are the employees, but they don’t vote

(except on certain sales of the business) Employees have stake in Energy Company, LLC profitability Keeps the value in the community Energy Company, LLC can fund the buyout entirely with pre-tax

funds – very tax efficient

Energy Company, LLC Alternatives


Units to be sold would be transferred to a new corporation

(Newco) Newco elects to be taxed as S Corporation

Energy Company, LLC employees become employees of

Newco Energy Company, LLC and Newco enter into services

agreement

Newco adopts a form of qualified retirement plan – Employee Stock Ownership Plan (ESOP)

How Would ESOP Work?


Seller sells Newco Stock to ESOP How does ESOP pay for the stock?

Energy Company, LLC loans to Newco Newco Loans to ESOP

How does Newco repay Energy Company, LLC?

Energy Company, LLC and Newco enter into services agreement

Newco elects to be taxed as S Corporation Because ESOP is tax-exempt trust, it pays no tax on Energy

Company, LLC distributions or service payments it receives.



Energy Company, LLC issues K-1 and distributions to owners,

including Newco

ESOP can use full amount of distribution to repay loan from Newco, which repays loan from Energy Company, LLC

Energy Company, LLC makes fully tax-deductible payments to Newco in exchange for services (employees) Can set payments to Newco at a margin above

actual cost of employees Any excess can also be used to pay down loans

Diagrams follow



Status Quo

Selling Owner

Energy Company,

LLC

Continuing Owners

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Step One

Selling Owner

Energy Company,

LLC

Continuing Owners

Newco

LLC Interest

100%

Selling Owner


Step Two

Energy Company,

LLC

Continuing Owners Newco

Selling Owner

Transfer Employees

ESOP

Loan $

$

100% Newco Stock

100% Newco Stock


Step Three

Energy Company,

LLC

Continuing Owners

Newco

ESOP

$ Payment on Services Contract*

*100% tax deductible to Energy Co., LLC, but Newco pays no tax on this Structure; include amount sufficient to enable Newco to repay its loan from Energy Co., LLC. This allows Energy Co., LLC to essentially fund buyout with pre-tax dollars. The “price” is that the stock remains outstanding (beneficially owned by employees) rather than being redeemed.

Distribution to Owners

$ Payment on Loan

Distributions to Owners

$ Payment on Loan

$ Contribution to ESOP

100%

100% Newco Stock


Step Four

Energy Company,

LLC

Continuing Owners

Newco

ESOP * Cash will be needed to fund buyouts of terminated employees. However, that can be mostly delayed until after the loan from Energy Co., LLC to Newco is repaid. Energy Co., LLC can deduct those payments if they are funded as part of payment under services contract. 100%

$ ESOP

Repurchase Liability

Terminated Participants


Energy Company, LLC Illustration

Energy Company,

LLC

Lender

Newco

ESOP 25%

Total Tax Considerations (1) Energy Co., LLC payment on services

contract fully tax deductible: $160M tax benefit

(2) Energy Co., LLC tax distribution paid back to Energy Co., LLC: $800M tax Benefit

(3) Energy Co., LLC payment of interest to Lender fully tax deductible: $200M tax benefit

(4) Energy Co., LLC receipt of interest on loan to Newco included in income: $200M tax cost

(5) Net tax benefit: $960M

(4) $330 M Contribution

$2 MM Loan

Payment

Non-ESOP Shareholders

75% (5) Loan Payment = $330 M

Debt to Newco =$10 MM Annual Loan Payment $330,000

(1) Taxable Income = $8 MM

Debt to Lender = $10 MM Annual Payments = $2 MM

(2) Tax distribution = $2.4 MM

(6) Pay $1.2 MM Loan Payment

(2) Tax distribution = $800 M

(3) Payment on services contract = Cost + $400 M

Debt to Energy Co., LLC - $10MM Annual Loan Payment = $1.2MM


Questions?


If You Enjoyed This Webinar…

Join us for these related EES courses: 8/19 & 8/28: ERISA Plan Internal Controls and Your

Fiduciary Responsibilities 10/9 & 10/21: Actions with Unintended Consequences in

ERISA Plans 12/9 & 12/17: Understanding Your Employee Benefit Plan’s

Investments

Read these related publications: Employee Stock Ownership Plan Primer

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webinar slides: is an esop right for your company?

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