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Preparing to Become the Next Generation. Presented by: William E. Roberts, CLU, ChFC AUCTORIS May 14, 2014 . Farm and Ranch Statistics. USDA 1999 Agricultural Economics and Land Ownership Survey revealed: Close to 50% of farm and ranch owners were 65 or older

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Presented by william e roberts clu chfc auctoris may 14 2014

Preparing to Become

the Next Generation

Presented by:

William E. Roberts, CLU, ChFC

AUCTORIS

May 14, 2014


Farm and ranch statistics
Farm and Ranch Statistics

USDA 1999 Agricultural Economics and Land Ownership Survey revealed:

  • Close to 50% of farm and ranch owners were 65 or older

    USDA 2010 economic survey revealed:

  • Most farm and ranches are family owned

  • 88 percent of all farm assets were illiquid

  • 70% of the nation’s farms and ranches will change hands in the next two decades

  • 89% of farmers and ranchers do not have a transition plan


Recent family business study
Recent Family Business Study

Of 500 Family Businesses surveyed:

  • 50% plan ownership transition by 2016

  • 70% have no written transition plan


Six issues in ag family transition planning
Six Issues in Ag Family Transition Planning

  • Relationship issues

    • Intransigent senior generation

    • Siblings conflict

    • Siblings spouses

    • Multiple marriages resulting in non-blood line next generation heirs

    • Mixing business and personal expenses

  • The Numbers

    • Three siblings beget eight children ….how to divide 8 ways


Six issues in ag family transition planning1
Six Issues in Ag Family Transition Planning

  • Operating siblings in conflict with non-operators

  • The potential of an estate tax

    • Creates a liquidity crisis

    • Forced sale of illiquid farm or ranch assets

  • Planning documents

    • Don’t exist

    • Out of date

    • Values out of date

  • Heirs not prepared for what they will inherit


FAMILY

BUSINESS


Research on wealth transition
Research on Wealth Transition

Based on two studies of The Williams Group.

Study #1 – Interviews by The Williams Group of 2,500 families who had transferred wealth, were in the process or had done nothing. Research confirmed 70% failure rate and identified causes of the failures, even among families who only owned investable assets.

Study #2 – Research on 750 families conducted by The Williams Group and Michael Morris at the Family Business Institute at the University of Oklahoma. Research supported the 70% failure and the causes of the failures.

Conclusion – Whether a family owns a operating business or is in the business of managing its assets, the failure rate is the same.


How is most transition planning created
How is Most Transition Planning Created?

  • It is often ignored

  • Focused on Estate Planning

  • Estate taxes are a primary driver of planning




Without competent successors there is no succession plan
Without Competent Successors, there is no Succession Plan

  • What does the next generation want to do?

    • They need to do it well

    • May need lots of mentoring

  • Need to create or develop competent leadership

  • Non-family ranch manager



Case facts
Case Facts

  • Neuberger Family-Owned Ranch

  • Location in Eagleford Shale area of south central Texas

  • 1200-1500 head of cattle (amount varies with drought and feed availability)

  • >50,000 acres

  • The ranch owned by the family for several generations


Business operations
Business Operations

  • All assets – land, cattle, and mineral rights – owned in The Neuberger Family Ranch Corporation, a C-Corporation

  • Neuberger Ranch Corporation is owned equally by the three siblings (G-3) currently living on the ranch


Family situation
Family Situation

  • Parents are deceased, but left the ranch with considerable debt

  • Bob Neuberger (oldest operating sibling) age 53, married to Evelyn

    • Cal – age 24

    • Evan – age 22

    • Ellen – age 20

  • Billy – second oldest – age 51 and married to Lauren

    • Darren – age 20

    • Sarah – age 18

  • Kevin – youngest brother – age 45, married to Jean

    • Debbie – age 15

    • Robert – age 12


Family assets
Family Assets

Mineral rights:

  • Oil and gas fracking results in between $120-150K cash flow per month

  • Being used to pay down debt

  • Debt reduced from over $5M to less than $1M today

  • Cash flow could last 15-20 years


Family assets1
Family Assets

  • Total value of the ranch, land, cattle, equipment and mineral rights cash flow exceeds $35M.

  • There is a last man standing mandatory buy-sell agreement in affect for the interests of the 3 siblings but it is perceived to be out of date and buy out is for $5M per sibling.



Family Conflict Issues“Relationship issues are the biggest liability a family business faces”. -Joe Paul, Partner, Aspen Family Business Group

  • Family has volatile interpersonal issues

  • Jealousy over money spent on one sibling’s house versus another’s

  • Compensation issues….equal is not equitable

  • One sibling is “the boss”

  • In-laws feelings hurt


Family ownership issues
Family Ownership Issues

  • Major family value is to retain the land within the family to honor their parents’ and grandparents’ wishes

  • Two of the seven next generation (G-4), Cal & Ellen are interested in operating the ranch into the next generation


Summary of challenges
Summary of Challenges

  • The simmering conflict between the families has been keeping them from addressing their ranch succession planning

  • Buy-Sell Agreement is out of date, underfunded, and does not match current objectives

  • All the assets are owned by the operating C-Corporation


Summary of challenges1
Summary of Challenges

  • Two of the seven G-4’s interested in operating the ranch … likely minority ownership

  • Potential estate tax issues could force a sale

  • Estate plans are out of date and are not taking advantage of opportunities to reduce estate tax at G-3 demise


“Happiness is having a large, loving, caring, close-knit family…in another State”.

– George Burns


Succession strategies application
Succession familyStrategies Application


Conflict and confrontation between family

siblings and their family:

  • Family agrees this is a major impediment holding them back

  • Family business consultant providing outside input

  • Intervention regarding an addiction issue

  • Real breakthroughs in communication

  • Had to be addressed simultaneously with the estate and buy-sell planning

  • Some of the issues may not be “solved”


Current buy sell agreement
Current Buy-Sell family Agreement


Buy sell agreement

Insurance family

Owner B

Company

$5.0M

Death Benefit

Paid to C-Corp

Owner C

as policy owner

Sale of Shares

C-Corp buys

shares from

Owner A's Estate

Stock Basis

$5.0M

Owner's B & C keep

Owner A's

C-Corp

their same basis since

Estate

C-Corp buys Owner A's

Stock

Shares

Stock Redemption Issues

1. Death Benefit paid to C-Corp may trigger AMT

2. No Increase in Basis to surviving owners

Buy-Sell Agreement


Challenges

Added Tax Cost family

(20% rate)

Challenges

Added ObamaCare Tax Cost (3.8%)


Current corporate ownership issues
Current Corporate familyOwnership Issues


Current Corporate Structure family

All Business Units Under One C-Corporation

Neuberger Ranch

C-Corp

Land

&

Cattle

Mineral

Rights

Equipment

Ranch

Hunting

Rights

Operation


Challenges1
Challenges family

  • Ownership Structure Concerns

    • Liability and creditor protection issues

    • If the ranch is ever sold, very unfavorable tax treatment accorded a sale of assets owned by the C-Corp

    • Makes planning for the passage to the next generation very cumbersome


Challenges2
Challenges family

  • Next Generation Objectives not in alignment

  • 2 will stay on ranch while the other 5 are likely to leave

  • Challenges to family harmony and business success if operating and non-operating children have equal say and vote.

  • Differing objectives of operating and non-operating children

  • Very difficult to divide the assets of the ranch without huge tax impact

  • Could result in family conflict and disharmony in the next generation



5 alternative strategies
5 Alternative Strategies family

  • Do nothing & stay together

  • Divide ranch, mineral rights, and debt into 1/3 interests

  • One sibling buys out the other two and continues operation

  • Sell out and divide assets

  • Stay together

    • Attempt to work on differences

    • Change C-Corp to an S-Corp; Recap from voting to non-voting stock

    • Develop a fair compensation plan

    • Allocate home improvement budget

    • View mineral cash flow as an “ownership asset”

    • Work on transition plan to G-4’s interested in operation


C-Corp family to S-Corp

Neuberger Ranch

C-Corporation

Neuberger Ranch

S-Corporation

90%

10%

Non-Voting Stock

Voting Stock



Buy sell agreements
Buy-Sell Agreements family

  • Purpose of a buy-sell agreement

    • Create a plan that defines control, value and dispensation of the stock under defined triggering events


Buy sell agreements1
Buy-Sell Agreements family

  • Major components of a buy-sell agreement

    • Triggering Events

      • Death

      • Disability

      • Termination of participation

      • Divorce

      • Sale of the entity

    • Valuation for different triggering events

    • Funding for triggering events



Transition issues
Transition Issues family

Howis the estatetaxfunded??

Family

Taxes


Estate issues
Estate Issues family

Issues to be considered

  • Should some of the growth be transferred to the next generation now?

  • How will any interest transferred be held?

  • Buy-sell agreements to control where those interests go in event of a triggering event


Gifting considerations
Gifting Considerations family

  • If stock is gifted or sold to NexGen, who or what should be the owner?

    • Outright ownership

      • Concern: Spousal rights

    • A trust for the benefit of G4


Gifting considerations1
Gifting Considerations family

  • Estate planning considerations for NexGen’s?

    • Possible estate taxation

    • Will stock stay in the bloodline, be sold back to other NexGen’s or passed to spouse?


Estate issues1
Estate Issues family

A Plan to Pay the Estate Tax

  • Section 6166

  • Life Insurance

  • A combination


Estate issues2
Estate Issues family

  • Irrevocable life insurance trust

    • Keeps insurance out of the estate

    • Provides liquidity when needed

    • Can be funded with income producing gifts

    • Premium financing


“The definition of crazy and impossible is doing the same thing over and over again and expecting different results!”

- Albert Einstein


Lessons learned from neuberger case
Lessons Learned from Neuberger Case thing over and over again and expecting different results!”

  • Important to seek outside specialist to deal with relationship issues

    • “Relationship issues are the biggest liability a family business faces”

  • Transition planning requires a team of advisors

  • Next generation succession planning is more complicated due to the number of successors

  • Outdated documents can be contentious

  • The estate tax liability can complicate the best of plans

  • The next generation is often frustrated by their parents issues and lack of a plan


Shirtsleeves to shirtsleeves
Shirtsleeves to Shirtsleeves? thing over and over again and expecting different results!”


Risk perception
Risk Perception thing over and over again and expecting different results!”

Why do 90% Fail?

  • 60% of failure is due to a lack of communication and trust within the family around group decision making and governance

  • 25% of failure is due to unprepared heirs

  • Only 3% of failure is due to failures in financial planning, taxes and investments


What is success
What is Success? thing over and over again and expecting different results!”

Manage & Use Wealth

Wisely

Healthy

United

Family

High Self Esteem

Building Trust, Communication & Team Through “Meaningful Experiences”

All Leading to – Healthy Family Group Governance; Able to Manage Entities and Trust Structures


What is failure
What is Failure? thing over and over again and expecting different results!”

Wealth Used Inefficiently & Wasted

Unhealthy

Divided

Family

Low Self Esteem

Entitled Individuals

All Leading to – Unhealthy Divided Governance


Rating your family s preparation
Rating your Family’s Preparation thing over and over again and expecting different results!”

Wealth Transition Checklist


William E. Roberts, CLU, ChFC thing over and over again and expecting different results!”

Co-Founder/Principal

5350 S. Roslyn Street, Suite 310

Greenwood Village, CO 80111

Office: 303.740.8001

Fax: 303.220.9545

[email protected]

www.AUCTORIS.com


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