Gary Bottoms, CLU, ChFCPresident

The Bottoms Group, LLC180 Cherokee Street NE | Marietta, Georgia 30060-1610 | 770.425.9989

gbottoms@thebottomsgroup.com | www.thebottomsgroup.com

Securities offered through Registered Representatives of NFP Securities, Inc., a Broker/Dealer and Member FINRA/SIPC. Investment Advisory Services offered through Investment Advisory Representatives of NFP Securities, Inc. a Federally Registered Investment Adviser. Not all of the individuals using this material are registered to offer Securities products through NFP Securities, Inc. The Bottoms Group, LLC is a member of PartnersFinancial, a division of NFP Insurance Services, Inc., which is a subsidiary of National Financial Partners Corp., the parent company of NFP Securities, Inc.

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Family Business Succession —Family Business Succession —It’s A Marathon, Not A SprintIt’s A Marathon, Not A Sprint

“The nicest thing about not planning is that failure comes as a completesurprise, rather than being preceded by a period of worry and depression.

— Sir John Henry James“

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A sampling of what’s on the plate:

1) Making payroll

2) Marketing

3) Innovation

4) Managing cash flow

5) Managing employees

6) Income tax planning

7) Retirement planning

8) Compliance (Cobra, HIPPA, OSHA, etc.)

9) Estate Planning

10) Succession Planning

Which items can be most easily deferred until later?

Your Legacy

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There is no deadline

There is no legal requirement

Seems so final

Need to get it right

AGENDATwo Complex Projects:

Succession Planning and Estate Planning

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There are people in my life that I love.

I have worked hard for all of this and don’t know what to do with it.

I am going to die at some point.

I might get old and sick.

I do not know how to best arrange things.

I think my plan needs work.

I do not understand the options.

I need your help.

Generally when clients engage us, what is on their mind?

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Succession Planning

• A 2007 survey of family businesses found that– 40.3% of business owners expected to retire within 10

years.

• Of those business owners expecting to retire in 5 years– only about half (45.5%) had selected a successor

• Of those expecting to retire in 6 – 11 years– only 29% had selected a successor.1

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Significant Challenges• Psychological and Emotional Perspectives

OLDER- Comfort level with letting go- Concerned about financial security- Identity connected to business- Family dynamics and fairness- Will we live too long and run out of money?YOUNGER- How long do I have to wait?

• Tax and Financial Planning– Minimize income and transfer tax consequences.

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Experts estimate that 85% of the crises faced by family businesses focus around the issue of succession.2

FACT:

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Psychology

Family – in Business

Family – not in Business

Non-family Employees

Financial Security for Founder

Three Legs of the Stool

Taxes

Ordinary Income

Capital Gains

Charity

Structure

Compensation

Ownership

Control

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Two Scenarios:

1) Owner dies prematurely - a buy/sell agreement funded with life insurance is

relatively simple to understand, commit to and implement.

BUT…

2) If the owner lives to a ripe old age, - maybe develops memory issues and refuses to let go,

what do we do?

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Someday, Son, all this will be yours – assuming I can get my father to give it to me.

Practices of Successful Families

1) Articulate a clear vision

2) Communicate

3) Build unifying structures that connect family, assets, and community, such as philanthropic activities/entities and family councils.

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The Six Transition Model3

1) The founder’s transition- Personal and professional direction and identity? Financial?

2) The family’s transition- Roles and relationships

3) The business transition- Need strategic plan

4) The management’s transition- Family, non-family or both

5) The ownership’s transition- Who and how

6) The estate’s transition- Fairness and function

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Issues

• Should the business be sold during owner’s lifetime?

• Should the business be continued after the owner’s death?

• Who will own the business after the succession of the business?

• Who will control the business after the change of ownership?

• Will the owner’s children be treated equally in the distribution of owner’s estate either before death or after death?

• What provisions will be made for the present owner after transfer of the business?

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“If I had eight hours to cut down a tree, I would spend the first six hours sharpening the ax.

— Abraham Lincoln

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What Might the Planning Process Look Like – Five Steps4

STEP ONE

Get a commitment from all family members to work on succession planning.

- Preparation of heirs is one of the more important responsibilities successful parents face.

- The money may transition well, but the family may not.

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An Observation

• Leaving no money but passing values to heirs is acceptable.- They likely will manage their lives well.

• Leaving money and passing values to heirs is usually a positive situation. - They just may change the world.

• Leaving money to heirs who have poorly developed values is asking for trouble.

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STEP TWO

Help family members set aside competitive ways and teach them more constructive ways to work together.– It is clear that an unknown and additional benefit of

philanthropy is its use as a tool for preparing heirs.

– Including children in philanthropy is a significant way to get children making decisions together.

– A donor advised fund is an excellent vehicle.

– Consider community volunteer opportunities.

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“Almost all conflict is a result of violated expectations.

— Blaine Lee, author of The Power Principle

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STEP THREE

Adopt a business planning process that begins with a mission statement and a strategic plan.

– It helps if a family looks for ways to demonstrate what it stands for in terms of responsibility, values and purpose.

Sample Family Mission StatementTo create a place of faith, love, nurturing

And respect where all five of us areEncouraged to find and pursue the special

Path of life for which God made usTo create a happy and peaceful place

Where we give and receive inspirationAnd a place of trust where we listen to

Each other and where uniqueness is valued

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STEP FOUR

Create a personal development plan for family members.

– Involve all family members in decisions, where possible. In many families, there are only one or two people making all the decisions.

– Children’s first major decision regarding money may be the settling of parents’ estate.

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A Meaningful Exercise

• Write out and discuss:

– What does founder want from the business for founder, and what does founder want the business to provide for successor.

– What does successor want from the business for successor and what does successor want the business to provide for founder.

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STEP FIVE

Develop the appropriate governance structures and put in place the legal and financial structures to implement the succession plan.

– Family meetings

– It is unrealistic for parents to expect to reach into the future and manage priorities of their children, or future generations, based upon documents developed privately with legal counsel.

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The “fairness issue” among siblings is a typical concern.

TWO POSSIBILITIES1) Transfer the business equity to all the children,

so they share equally.– Advantage: Everyone has equal ownership

– Disadvantage: Everyone may not be equally active or productive, which might lead to tension

2) Transfer the business equity to the active children and make equalizing transfers of other assets to the inactive children.– Advantage: Should minimize disputes among active and inactive

family members

– Disadvantage: Founder may have insufficient financial resources to provide his children with equal transfers.

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Four Ideas…

1) Compensatory transfer - award ownership based upon some predetermined performance standards

2) Installment Sale

3) Gift

4) Create a new business unit, a silo in which to build future value

Life Insurance Funding

• Premium Structure

• Timing of cash payment

• Flexibility

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Life Insurance Concepts

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TAX-FREE DEATH BENEFIT

TAX FREE LOANS & WITHDRAWALS

TAX-DEFERRED CASH VALUE GROWTH

COMPETITIVE RATE OF RETURN ON DEATH

1. Life insurance death proceeds are received free of income taxes.5

2. Life insurance policy cash values grow on a tax-deferred basis. Income taxes are only paid on the growth if the policy is surrendered. 6

3. Policy withdrawals up to the original cost basis and loans are received income tax-free. 6

4. Life insurance can offer a competitive rate of return on the premiums versus the policies death benefit. The effective rate of return can also be increased because the death proceeds are income tax free.7

LIFE INSURANCE COMPANY

The Risk Spectrum

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Guarantees are subject to the claims paying ability of the issuing insurance company.

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Rates of ReturnGuaranteed Death Benefit Universal Life – Male – Age 607

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Rates of ReturnWhole Life – Male – Age 607

Maintaining Control of Family Business, Inc.

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Uses Life Insurance Proceeds to Buy Company

Pay Taxes

on Bonus

Cash from Life Insurance Proceeds

IRS

One Way Buy-Sell

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KEY EMPLOYEE

(OWNER OF POLICY)Business Bonuses Premiums

Pays Life Insurance

Premiums

Purchases Life Insurance on Business Owner

BUSINESS OWNER’S ESTATE

THE BUSINESS

LIFE INSURANCE COMPANY

BUSINESS OWNER

Shares of stock of business

Irrevocable Trust Planning

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OWNER’S ESTATE

Cash from life insurance policyILITf/b/o

Child to inherit business

SURVIVING SPOUSE

OTHER CHILDREN

Cash and other property

LIFE INSURANCE COMPANY

Cash fromlife insurance proceeds

Cash Gifts to Grantor Trust$480,000

A Grantor Trust with Life Insurance

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SAMPLE CLIENT FAMILY

$6,000,000 of Capital Assets Transferred to Grantor Trust

GRANTOR TRUST

IRS

THE HEIRSEstimated Estate Taxes

Paid by Grantor $1,103,067 from

Other Estate Assets

LIFE INSURANCE COMPANY

Total Trust Balance to Heirs $29,012,921

Interest Payments to Grantor $2,364,960

Net Cash Flow from Estate $1,103,067

PROMISSORY NOTE $4,800,000

$8,000,000 Death Benefit

Total Insurance Premiums Paid $3,586,160

Value of Capital Assets and Gifts to Heirs $19,909,855

Note Repayment at Beginning of Year 14 $4,800,000

Male, Age 72 – Summary at Year 14

Seven Enduring Principles

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1) Never give ownership interests away unless you are prepared to lose the property because of dissolution of marriage, death or actions of creditors.

2) In general, never structure the business such that inactive heirs are involved in ownership or co-ownership of the operating entity. With ownership comes an interest in management and collisions in expectations often occur.

3) A major concern is how to assure the income desired by parents in retirement from the cash flow of the operation and still leave sufficient income for the others involved in the operation.

4) Always test organizational options against both a worst case and best case scenario.

5) In general, estate planning and business planning should be carried on contemporaneously to assure adequate integration of the two.

6) A major concern is how to assure a perception of fairness among the children and other interested heirs.

7) It is best to start with a clear vision of the end.

Suggested ReadingFamily Business Succession/The Final Test of Greatness

By Craig E. Aronoff, Ph.D., Stephen L. McClure, Ph.D., John L. Ward, Ph.D.Family Meetings/How to Build a Stronger Family and Stronger Business

By Craig E. Aronoff, Ph.D., Stephen L. McClure, Ph.D., John L. Ward, Ph.D.Family Wealth/Keeping it in the Family

By James E. Hughes, Jr.The Seven Habits of Highly Effective People/Powerful Lessons in Personal Change

By Stephen R. CoveyHalf Time/Changing Your Game Plan from Success to Significance

By Bob BufordHow to Run Your Business So You Can Leave It in Style

By John H. BrownPhilanthropy Heirs and Values/How Successful Families are Using Philanthropy to Prepare their Heirs

for Post-Transition ResponsibilitiesBy Roy Williams, Vic Preisser

The Ultimate Gift/What Would You Be Willing to Do to inherit One Billion Dollars?By Jim Stovall

Beyond SurvivalBy Leon Danco

Family and Business Succession Planning StrategiesBy Aspatore

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Footnotes1 MASSMUTUAL, AMERICAN FAMILY BUSINESS SURVEY 7 (2007).

2 Id. at 1.

3 Daniel H. Markstein, III, Business Succession Planning that Meets the Owner’s Needs, EST. PLAN. J., July 2006 (citing Doud, Challenges and Opportunities in Family Business Succession, 59 N.Y.U. INST. ON FED. TAX’N § 1401[2] (2001)).

4 Bernard Kliska, Planning for Business Succession, CHI. BAR ASS’N, Apr. 16, 1996, at 1, 4-6.

5 Life insurance death benefit proceeds are generally excludable from the beneficiary’s gross income for income tax purposes. There are a few exceptions such as when a life insurance policy has been transferred for valuable consideration. Prospective purchasers should consult their professional tax advisor for details.

6 Withdrawal of policy values in excess of the owner’s investment in the contract can cause recognition of gain (to the extent of gain) for income tax purposes. Furthermore, while an owner generally may borrow against a life insurance policy without immediate income tax consequences, a lapse or surrender of a policy against which loans are outstanding may also cause the owner to recognize policy value in excess of basis.

7 Guaranteed product features are dependant upon minimum premium requirements and the claims-paying ability of the issuer. Loans and withdrawals will reduce the death benefit, cash surrender value, and may cause the policy to lapse. Lapse or surrender of a policy with a loan may cause the recognition of taxable income. Policies classified as modified endowment contracts may be subject to tax when a loan or withdrawal is made. A federal tax penalty of 10% may also apply if the loan or withdrawal is taken prior to age 59 ½. Cash value available for loans and withdrawals may be more or less than originally invested. Withdrawals are available in the 2nd policy year.

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