Welcome to The Show Me Forum on Investing for ESOPs. Sponsored By:

Transcription

1 Welcome to The Show Me Forum on Investing for ESOPs Sponsored By: 1

2 Investing for ESOPs Forum Video Access Part I: Repurchase Obligation Forecasting Basics Part II: Repurchase Obligation Policy Impacts on Valuation & Sustainability Part III: Investing for your Repurchase Obligation Part IV: Cross-Functional Perspectives on a Long-Term ESOP 2

3 Perspectives on Long-Term ESOP Accounting Sustainability Repurchase Obligation Valuation Investments Legal ESOP Independent Trustee 3

4 Financial Response to the Repurchase Obligation (R.O.) Cash: Identify Cash Requirements through a R.O. Study R.O. Policy Impacts: Understand impacts of a R.O. Policy & Valuation through a Sustainability Study Corporate Governance Mandate: Create/Update your R.O. Policy and Investment Policy Statement (IPS) Implement Investment Policy Statement (IPS): Fund the R.O. liability according to IPS mandates 4

5 Key Takeaways Start with a Repurchase Obligation Study to identify Cash requirements Understand how a R.O. Policy and Valuation will impact outcomes through a Sustainability Study Create or Update the R.O. Policy and Investment Policy Statement Fund the R.O. liability according to the Investment Policy Statement 5

6 Thank you to the Panel! Doug Neville: Greensfelder Scott Miller: Enterprise Services Inc. David Diehl: Prairie Capital Advisors John Solimine: Verit Advisors Owen Schmidt: Principal Financial Group Aaron Juckett: ESOP Partners Jerry West: Archford Capital Strategies Mickey Maier: Professional Fiduciary Services Tom Potts: Fiduciary Trust Services, Inc. 6

7 Disclosure Archford Capital Strategies, LLC ("Archford") is a Registered Investment Advisor ("RIA"), registered with the U. S. Securities and Exchange Commission ("SEC"). Archford provides investment management and related services for clients nationally. Archford will notice file and maintain all applicable licenses as required by the state securities boards and/or the SEC, as applicable. Archford renders individualized responses to persons in a particulate state only after complying with all regulatory requirements, or pursuant to an applicable state exemption or exclusion. The content of this educational seminar forum is for educational purposes only and is not to be considered investment advice. Investment advice is only provided by Archford after entering into an advisory agreement and providing Archford with all necessary information to properly establish an advisory relationship. Additional information on Archford's advisory services is provided in the Archford Form ADV2A ("Disclosure Brochure") which is provided to all prospective clients in advance of establishing an advisory relationship. Existing clients will receive a copy on an annual basis. However, at any time, you can contact us to request a hardcopy. The information and data contained herein has been prepared on the basis of the publicly available information, internally developed data or other third party sources. There is no guarantee to the accuracy, completeness, or reasonableness of the contents contained herein. 7

8 Archford Capital Strategies James D. Maher CEPA CRPC CRPS Chief Executive Officer and Founder In addition to focusing on wealth management, estate planning, concentrated stock strategies and investment management at Archford Capital Strategies, Jim focuses on the needs of closely-held business owners. He has worked to create a network of professionals to assist business owners with a range of solutions to business continuation from ESOPs to buyouts and sales. A Certified Exit Plan Advisor (CEPA), he works with outsourced as well as the group s own attorneys, CPA's, business valuation specialists and marketing/employee education companies establishing resources for business owners in transition. The team has evolved to be industry- leading Financial Consultants. Jim is an award-winning, nationally-recognized authority in estate planning, business transition and philanthropy for closely held businesses, and a sought after trainer and presenter on a range of topics. He holds a BS and JD from the University of Missouri- Columbia. He is a member of the Missouri Bar, The Exit Planning Institute, The National Center for Employee Ownership and the St. Louis Estate Planning Council. Jim holds the designations of Chartered Retirement Planning CounselorSM (CRPC ), Certified Exit Plan Advisor (CEPA) and Chartered Retirement Planning Specialist (CRPS). Phone: (618) or toll (855) Company Website: FDIC Calculator Website: 8

9 Greensfelder Thomas H. Mug Officer Tom Mug is an Officer in the Employee Benefits Practice Group. He represents employers of all sizes, qualified plan fiduciaries and industry associations with respect to the design and operation of employee benefit plans and executive compensation arrangements. Tom advises clients regarding tax-qualified retirement plans (401(k) plans, profit sharing plans, defined benefit pension plans, and 403(b) plans), including issues relating to plan qualification and the duties of plan fiduciaries. He works with clients to provide creative solutions in the areas of incentive compensation, equity compensation and other nonqualified programs. He also assists clients with fringe benefit programs, health plans, and COBRA compliance. Tom is recognized for his expertise in advising and assisting clients with the design, establishment and administration of Employee Stock Ownership Plans (ESOPs). He represents companies considering the adoption of or maintaining an existing ESOP, as well as ESOP fiduciaries and lenders. Tom is a frequent national speaker on ESOP topics and an active member of the ESOP Association and National Center for Employee Ownership. Phone: (314) [email protected] Website: 9

10 Greensfelder Douglas S. Neville Officer Doug Neville is an Officer in the Employee Benefits Practice Group who handles a variety of employee benefit issues involving qualified and non-qualified retirement plans, health and welfare arrangements, cafeteria plans and executive compensation. While much of Doug's practice focuses on proactive planning, design and compliance for various benefit structures, he has also successfully represented clients in connection with Department of Labor audits, IRS and Department of Labor compliance programs and private civil actions. Phone: (314) [email protected] Website: 10

11 Enterprise Services, Inc. Scott Miller CPA/ABV, CVA President As an entrepreneur himself, Scott understands closely held and family-owned businesses. He balances that perspective with years of corporate experience, starting his career at a national public accounting firm, going on to serve as a VP of Finance and plan fiduciary for a large ESOP company. He then served as a principal in several family businesses, and founded ESI in At ESI, he s helped hundreds of businesses through transition planning, including valuations, strategic planning, financing, fairness opinions, terminations and litigation support. As a nationally recognized authority on business valuations, he s published widely in professional journals and is a sought-after speaker for professional and industry groups. He s authored technical seminars for the American Institute of Certified Public Accountants and the National Association of Certified Valuation Analysts. Scott has an undergraduate degree from Kenyon College and an MBA from the Cornell University Johnson Graduate School of Management. He is a CPA with additional business valuation accreditation from the AICPA and NACVA. Phone: (262) [email protected] Website: 11

12 Prairie Capital Advisors David Diehl, CFA Chief Operating Office/Managing Director As Chief Operating Officer, Mr. Diehl oversees the day to day operations of Prairie Capital Advisors and the Company s Fairness Opinion Committee. On a project basis, Mr. Diehl provides closely held businesses a complete understanding of the best available options for their ownership transition needs. He expertly executes projects for mergers and acquisitions (M&A), management buyouts (MBO), Employee Stock Ownership Plans (ESOPs), estate planning and other corporate finance purposes. Mr. Diehl serves as a trusted advisor to a diverse range of clients nationwide delivering highly strategic consultation. With extensive end-to-end management experience and a focus on his clients success, Mr. Diehl helps ensure an exceptional ownership transition experience. Mr. Diehl is a CFA Charter holder and is on the boar of directors of two companies a manufacturer of plastic parts and a financial consulting firm. He is also a frequent speaker in forums around the country on topics including ownership transition, valuation, capital management and business sale. Phone: (630) [email protected] Website: 12

13 Verit Advisors John Solimine Principal John Solimine is a founding member and Principal of Verit Advisors. Mr. Solimine has 12 years of experience in investment banking and debt capital markets, particularly with middle market companies and private equity sponsors in succession and liquidity transactions. Mr. Solimine began his career at LaSalle Bank, NA (now Bank of America) where he provided debt financing alternatives for leading middle market financial sponsors and their portfolio companies. This involved the structuring, underwriting and portfolio management of senior credit facilities in connection with leveraged buyouts, recapitalizations and growth financings. Mr. Solimine received a Bachelor of Science in Business Administration from Loyola University Chicago and a Master of Business Administration in Finance, Economics and Strategic Management from the University of Chicago Booth School of Business. Mr. Solimine is a member of FINRA: Series 7 and 63. Phone: (312) [email protected] Website: 13

14 Principal Financial Group Owen Schmidt Director - Consulting Owen is a director consulting at The Principal and has over 34 years experience. His areas of expertise include the feasibility, design, installation and administration of qualified and nonqualified plans, including ESOPs, 401(k) plans, defined benefit plans, and defined contribution plans. Owen is a member of the National Center for Employee Ownership, The ESOP Association, and a Board Member of the Southwest Chapter of The ESOP Association. He is a graduate of the State University of New York with a Bachelor of Arts degree in Economics. Prior to joining us, Owen spent three years as Director of Pension Services for a Texas based CPA firm and nine years as President of Pension Administrators and Consultants Inc. in Texas. Phone: (682) [email protected] Website: 14

15 ESOP Partners Aaron Juckett, CPA, CPC, QPA, QKA President and Founder ESOP Partners is an ESOP consulting and administration firm that provides an ESOP expert as a point of contact throughout the lifecycle of the ESOP. Aaron is a Certified Public Accountant (CPA) with more than 16 years of experience in the ESOP industry. He has provided implementation and ongoing administration and consulting services to hundreds of ESOP companies, developed ESOP information systems, and audited qualified retirement plans. Prior to founding ESOP Partners, he was a shareholder of BCI Group, a nationally recognized ESOP consulting and administration firm. Aaron is also a Certified Pension Consultant (CPC), Qualified Pension Administrator (QPA), and Qualified 401(k) Administrator (QKA). Aaron is a member of The ESOP Association (TEA) and the National Center for Employee Ownership (NCEO) and is a frequent speaker on a variety of ESOP topics. His involvement in the ESOP Association includes serving as a Chapter Officer for the Wisconsin Chapter and membership in the Ownership Culture Committee. He is also the author of The One- Stop ESOP Blog ( a blog dedicated to providing ESOP companies and professionals with a single location on the Web to find all of their ESOP information. Phone: (920) [email protected] Website: 15

16 Archford Capital Strategies Jerry West CFA CAIA CRPC Chief Investment Officer, Wealth Management Advisor As CIO of Archford Capital Strategies, Jerry is charged with putting his knowledge to work for clients, finding creative investment opportunities while also managing risk. Jerry has been in the financial services industry since 1996, as an Investment Associate with The Maher Group at Merrill Lynch. He has prior experience as both a portfolio manager at a large trust company and a stock analyst. A Chartered Financial Analyst (CFA ) designation holder, Jerry also participates in the CFA Institute s voluntary continuing education program and holds the Chartered Alternative Investment Analyst (CAIA) and Chartered Retirement Planning Counselor (CRPC ) designations. Jerry earned his Bachelor s degree in Finance from the University of Central Missouri and is a member of the CFA Society of St. Louis. He enjoys reading, running, bicycling and swimming, and is a volunteer wrestling coach. He lives with his wife Christie and their two children Alec and Brenna. Phone: (618) [email protected] Website: 16

17 Professional Fiduciary Services Mickey Maier President Runs Professional Fiduciary Services practice providing fiduciary support and consulting services to fiduciaries and the firms that employ them. Actively involved in the retirement planning, trust banking, investment advising and financial services business for over 20 years serving as a technical expert, business manager, business owner and fiduciary. Serve as an independent fiduciary on either an ad hoc transactional or retained recurring basis primarily for ESOPs, board of directors member, individual trustee and also provides fiduciary audits, assessments and training for fiduciaries Phone: (262) [email protected] 17

18 Fiduciary Trust Services Thomas E. Potts, Jr. CPA President & CEO Shortly after graduation, Tom formed his own C.P.A. firm named T.E. Potts & Associates. After his introduction to ESOPs, Tom opened Fiduciary Trust Services in Since 2003, he has designed, implemented, and monitored many ESOP transactions, and acted as independent fiduciary. His personal life has been a success as well. He has been married since 1979, and has two wonderful children, and two much-more wonderful grandchildren. Tom has been very involved in his children s education and their hobbies. He was active with both children as a coach in baseball, softball, basketball & football. He also spent a term as President of the Franklin Township Youth Football League. Tom has also been very involved in his community of Franklin Township which is located just south of Indianapolis, Indiana. He has been involved in the Franklin Township Education Board, the Franklin Township Economic Development Board, and President of the Franklin Township Youth Football League. With his dedication, expert referral base, and discharging his duties as an ESOP Trustee, Tom has a great deal to offer any ESOP transaction. Phone: (317) [email protected] Website: 18