2012 ESOP MIDWEST CONFERENCE

Transcription

1 2012 ESOP MIDWEST CONFERENCE Marriott Hotel, Des Moines, IA September 20-21, 2012 Platinum Sponsor Wednesday, September 19, :00-7:00 pm Registration 5:00-7:00 pm Opening Mixer Thursday, September 20, :00 am Registration/Continental Breakfast 8:00 am Welcome, Agenda Overview Chapter Presidents Art Miller, Holden Industries Illinois Rod Reinertson, Van Meter Inc. Iowa/Nebraska Missy McManigle, Walman Optical Minnesota/Dakotas Sherri McDermott, Sentry Equipment Wisconsin 9:15 am Break Tom Yunt, CEO, Woodward Communications, Inc. It s All About Culture 9:30 10:30 am Concurrent Sessions Overview of Recent Developments that Impact ESOP Valuations Jeff Buettner, Stout Risius Ross; Fred Jahns, Brookwood Vance This session offers an overview of recent developments that impact ESOP valuations, including the proliferation of seller financing, the use of synthetic equity in a variety of capacities, and the price protection in second stage ESOP transactions. The session will discuss the complexities and implications to value that should be considered.

2 ESOP ESSENTIALS Basic Administration Steve Storkan, Alerus Financial; Joel Davis, Principal Financial Group This session will focus on the basic concepts of administering an ESOP and the role of each party on the team of ESOP advisors to include the Attorney, Third Party Administrator, Trustee and Valuation Firm. Attendees should know the basic concepts of administering a 401(k) plan (eligibility, allocation of contributions, etc.) as the presenters will start by comparing how an ESOP differs from a 401(k) plan and the basic technical concepts that make an ESOP more complex to administer than an 401(k) plan. Complex ideas on interpreting the IRS & DOL statutes and how they apply to ESOPs will not be discussed as they will be covered in other technical sessions. The New Age of People: A Key to Success in the New Economy Victor Aspengren, Prairie Capital Advisors, Inc.; Sheri McDermott, Sentry Equipment; Dave Thomas, SJE Rhombus The industrial revolution is over, lean, six-sigma, and total quality management are a standard in business today, open book management is trending upward since the recession, what is the next revolution that will drive performance PEOPLE. The acceleration of knowledge and change is revolutionizing the workplace and it is the people in your organization that will create the success or failure of your business in this revolution. The impact of this acceleration is mind numbing. This session will present hard data, stories, and solutions for cutting edge ways to energize your people in this new age. CEO Roundtable Facilitator: Lisa Reardon, CC&N Discussions will be driven by the attending CEOs, focusing on issues such as: creating an ownership culture, best practices concerning corporate governance, repurchase obligation planning, valuation, staffing, banking and other issues in the current economic situation. Join our CEOs for a discussion covering these topics and other hot button issues. Make your list of discussion items and bring your ideas to share. Break 10:30 10:45 10:45 11:45 am Concurrent Breakout Sessions Growth Through Strategic Acquisitions David Diehl, Prairie Capital Advisors, Inc.; Gary Kaufman, CarePro Health Services, Inc.; Tom Pientok, Apache Hose & Belting Public companies frequently use acquisitions as a growth strategy; it may be that your competitors are doing the same. Can your ESOP Company grow through acquisitions? This session will explore the challenges and benefits of growth through strategic acquisitions. We will cover: What does it mean for the ESOP? Can the ESOP take the risk? Can it afford not to? The panel members will discuss their experience of finding target acquisitions, conducting due diligence, negotiating the offer, and integrating acquisitions.

3 ESOP ESSENTIALS Exploring Basic Valuation Drivers Craig Olinger, Enterprise Services; Patrick Schmidt, Value Consulting Group Understanding a company's value drivers is critical to increasing share value for ESOP companies. Participants will explore the key value inputs as well as ways to positively influence them. The panel will cover the basic approaches and methodologies of the valuation process. Building a Dynamic ESOP Committee Chelsey Paulson, North Country Business Products This session will go over how to build and develop a successful ESOP committee. Starting with who should be on the team to what the teams various missions can be all the way to the perpetuation of the committee! This session is for anyone considering a committee, in the process of building a committee or even those who already have a committee in place. AACE Awards Rod Reinertson, Van Meter; Craig Major, Dakota Supply Group; Chuck Mayhew, Foldcraft Co. How many ways are there to communicate the ESOP message in your company? Do you have gaps? In this session we will explore what total communication excellence looks like. We will also give you some helpful tips for a great submission to the ESOP Association for this prestigious award. Lunch 11:45 1:15 Iowa Governor Terry E. Branstad Introduction by Debi Durham, Iowa Department of Economic Development Michael Keeling, President of the ESOP Association 1:30 2:30 pm Concurrent Breakout Sessions Redeem vs. Recycle (and also Re-leveraging) and Sustainability for the Mature ESOP John Prodoehl, Principal Financial; Matt Schubring, Chartwell Capital Solutions; Jerry Kauffman and Roger Ryberg, Windings This session will discuss a live case study on the issues facing Windings the past few years with their mature ESOP and escalating contribution/benefit levels as a result of increased value and increased repurchase liability. We will outline the issues and discuss the solutions examined by Windings and their decision making process on the various alternatives studied (ie; redeem, recycle, re-leverage). Attendees will hear directly from an ESOP company their perspectives on the key items addressed, what was implemented, and the reasons behind their decisions. With help from their valuation firm and their ESOP consulting and administration firm, the panel will show sample reports and numerical analysis that was used to help the decision making process. This session will be a must see for any ESOP company that wants to have more control over their future repurchase liability and the annual benefit level that is being delivered to their participant population.

4 ESOP ESSENTIALS The Role of the ESOP Trustee Kevin Kolb, GreatBanc Trust Company; Nels Carlson, Alerus Financial This session will provide an overview of the key responsibilities of the ESOP Trustee. Discussion of best practices, as well as the common issues faced over the life of the ESOP from the standpoint of the trustee. What We Learned as We Assembled Our Board of Directors for an ESOP Company Scott Storjohan, Bankers Trust Co. of South Dakota/BTC ESOP Services; Lynn Archer, Barnes & Thornburg; Tom Pientok, Apache Hose; Kevin O Malley, Travel & Transport; Leon Yantis, Ritchie Industries This is a continuing session from last year s very popular panel discussion on ESOP company board of directors. Three ESOP company executives will share how they put together their board of directors and the issues they encountered along the way, including the inclusion of outside directors, the vetting process for those outside directors, and the overall composition of the board. An ESOP attorney and an institutional ESOP trustee will share the legal parameters and best practices for putting together an effective board. CFO Roundtable Facilitator: Kathy Clark, CFO, FBG Service Corporation Valuations, sustainability, balanced portfolios, repurchase obligation, taxation the list goes on and on. CFOs have the non-glamorous responsibility of keeping their ESOPs viable during ever changing economic times. This roundtable is designed for you to learn from CFOs and to share your own experiences. You will have the chance to ask questions specific to your needs. Make a list of your questions and bring your ideas for what promises to be a truly enlightening session. Break 2:30 2:45 2:45 3:45 pm Concurrent Breakout Sessions Transferring 401(k) or Profit Sharing Accounts to an ESOP Debbie Williams, Bankers Trust Co. of South Dakota/ BTC ESOP Services; Alex Mounts, Krieg DeVault LLP Sometimes employees want more skin in the game than their ESOP allocations can provide. If issuing equity outside the ESOP isn t an option, one alternative may be to allow participants to transfer assets from their profit sharing and 401(k) accounts to their ESOP accounts to buy additional shares. This session will focus on securities, fiduciary, tax, plan design, administrative and other issues which may be addressed with this type of offering. This session is designed for board members, corporate officers, internal and external trustees and other ESOP fiduciaries. ESOP ESSENTIALS Understanding ESOP Distribution Rules Dan Stoltz, Principal Financial Group; Kevin Rusch, ESOP Partners; Scott Freund, Blue Ridge ESOP Associates "When will I receive a distribution of my ESOP account balance? This is a question asked by many ESOP participants. There are many rules that govern how and when a distribution from an ESOP will be made.

5 In this session we will review rules on: the timing, form and method of payouts, required minimum distributions and diversification. This session will also provide an overview of the statutory ESOP distribution requirements and explore the details to consider when creating and reviewing ESOP distribution policies. The presenters will also use case studies illustrating various real-world situations in which distributions from an ESOP are made to help plan sponsors analyze how to best implement the ESOP distribution rules in day to day practice. Ownership Behaviors and Company Performance How do they connect? Dan Marcue, Woodward Communications; Rod Reinertson, Van Meter Inc. How can you expect your employees to think and act like owners without first understanding how the business works and how they can make a difference? This session will highlight how to translate ownership behaviors into empowerment, responsibility, and accountability to drive success. Employee Ownership Over Multiple Locations Missy McMangle, Walman Optical; Sherri McDermott, Sentry Equipment Multiple locations and many miles in between is a common challenge for many employee owned companies. How do you give everyone the same ESOP experience and incorporate them into the ownership culture? This interactive roundtable is designed so that we all can share what has worked and what hasn t worked at our companies. Break 3:45 4:00 4:00 5:00 pm CONCURRENT SESSIONS Five Other Uses for your Annual Valuation Lee Bloom, Aldine Advisors LLC; Julie Williams, J.P. Morgan Chase The Annual Valuation analysis provides management an opportunity to learn more about their business than just the per share value contained in the valuation summary. Learn how to make the annual valuation process and report into a strategic tool: 1. Identify real opportunities to increase value 2. Benchmark performance against competitors 3. Project stock price growth 4. Cost of Capital, Shareholder Returns and Management Decision Making 5. A time for management reflection and coordination ESOP ESSENTIALS Insuring ESOPs, Companies & Fiduciaries Against Risk Ted Becker, Morgan, Lewis & Bockius LLP; Casey Zgutowicz, Lockton Companies It is important for companies that sponsor ESOPs, and corporate and ESOP fiduciaries, to understand and manage their risks. This program covers the types of insurance that are available and specific ways in which insurance policies and endorsements can optimize protection of companies, directors, officers, ESOP fiduciaries, and members of ESOP committees. Among the issues that will be discussed are: (1) the potential pitfalls relating to indemnification of corporate and ESOP fiduciaries; (2) the types of insurance coverage available for company directors, officers, members of ESOP communities, and ESOP fiduciaries; (3) ERISA and regulatory provisions governing who can pay the premium for the insurance coverage (company, fiduciary, or ESOP) and circumstances in which the fiduciary may be called upon to reimburse the insurance premium or defenses costs.

6 Open Book Management Risk and Reward Scott Ward, 4Ward Associates; Deb Anderson, Summers Manufacturing Open Book Management is for the courageous and confident. The first step is the right kind of leadership being evident. If you're ready and willing to risk it, the rewards are great! Moving from a Partially Owned to a 100% ESOP Chris Staloch, Chartwell Capital Solutions Key Take-Aways: 1. Initial apprehension regarding 100% ESOPs can be overcome with relevant and supportable information. 2. ESOP structure and culture can be a significant competitive advantage. 3. Education on ESOP concepts with real-world examples. 5:00 6:00 pm Conference Reception 8:00-10:00 pm Dessert Reception Enjoy dessert and live music compliments of Des Moines ESOP Professional Members (Bankers Trust Co. of South Dakota/BTC ESOP Services; BCC Advisers; HDH Advisors LLC; Kidder Benefits Consultants, Inc.; Nyemaster Law Firm; Principal Financial Group; Verisight, Inc.) Friday, September 21 8:00 9:00 am Concurrent Breakout Sessions ESOP Financing What Deals are Getting Done, and What Do they Look Like? Elizabeth Perdue, Morgan, Lewis & Bockius LLP; Regina Carls, JP Morgan Chase As the credit markets open up, and there is an increase in M&A activity, what ESOP transactions are getting financed, and on what terms? In this session, the presenters will discuss the current state of the debt capital markets, and how different types of financing resources can be brought together to finance an ESOP transaction. The discussion will include details of senior, mezzanine, and seller financing vehicles, and the pros and cons of each, as well as practical examples of ESOP financings that are getting done in the marketplace. ESOP ESSENTIALS ESOP Accounting Kristine Domaracki, Wolf and Company LLP; Bill Muirheid, Hobbico Do you know how ESOP s impact your financial statements? This session will cover everything from debits to credits for leveraged and unleveraged ESOPs as well as financial statement presentation and disclosure requirements. Hiring Right When Everyone is Watching Lisa Reardon, CC&N; Alicia Murphy, Van Meter; Mike Frommelt, Keystone Search This session will discuss best practices in hiring right, not only for the ESOP culture, but also incorporating your unique culture, as companies (and ESOPs) certainly differ one to another. It will discuss ways to determine whether the new leader will fit the culture of the organization as well as the

7 best ways to involve employee owners in the decision making process. Real examples will be included to illuminate the discussion. Employee Ownership Month Ideas Sarah Sanfilippo, EMCS, Inc.; Laura Coenen, Team Software Inc. This session will generate over 50 ideas and the group will pick the top 3 ideas together. Using a nominal group technique, participants will be sure to bring back many ideas for their ESOP to implement. During the process, participants will learn how to facilitate a session, using the nominal group technique, to brainstorm ideas and make decisions, allowing everyone s opinion. Break 9:00 9:15 9:15 10:15 am Concurrent Breakout Sessions Challenging Repurchase Obligation Rocky M. Fiore, Prairie Capital Advisors; Jim Winterscheid, Travel & Transport This session will raise a broad collection of issues that need to be considered when a mature ESOP company confronts a challenging repurchase obligation scenario. Specifically, this session will address various strategies that can be used to manage the ESOP benefit over the long-term (i.e., utilizing internal ESOP loans and recycle vs. redemption strategies). A central theme of this session will be the need to integrate ESOP repurchase liability policies into the company s long-range strategic plan. The focus will be more on the corporate strategic front rather than on the technical ESOP/Valuation/Administration front. ESOP ESSENTIALS Corporate Governance in an ESOP Company Paul Trost, North Star Trust, Michael Silverman, SmithBucklin All of the various parties involved in corporate governance, from the Board to ESOP Trustee(s) to corporate officers, play important parts to drive a company. We will examine each role and the coordination necessary to govern a successful ESOP company. When to Educate During the ESOP Cycle Trisha Cornwell, CarePro Health Service, Inc. This is an educational session to identify timing of key opportunities for ESOP education among participants. The presentation will outline different times it is appropriate to communicate during an employee s life cycle, and who would be appropriate to communicate the ESOP to the employee. HR Roundtable Dick Hill, Parksite Group What are the current issues affecting Human Resources in the ESOP community? This session will survey enrollees and develop priorities of interest from their replies. Background material and current issues will be presented for each of the rank ordered topics. The goal will be to thoroughly explore critical issues with attendees in a highly interactive format and flesh out available options for each topic. Break 10:15 10:30 am

8 10:30 11:30 am Concurrent Breakout Sessions Issues to be Addressed Prior to Selling Your Company Neal Hawkins, Moderator Verit Advisors Marilyn Marchetti, First Bankers Trust; Bill Merten, McDermott Will & Emery; Art Miller, Holden Industries This session will outline the various issues an owner should address prior to selling his or her business. We will provide an overview of items an owner will need to assess which will include expectation of value, types of transactions to consider, management team post transaction, board of directors, addressing outstanding legal issues, accounting and financing hurdles, and time to close. We will provide best practices and examples of when addressing issues prior to the transaction process proved to be successful for a selling shareholder. ESOP ESSENTIALS What Does the Value Mean to Me? Dawn Hafner, Verisight; Travis Albertson and Jeff Doore, Van Meter Inc. Overwhelmed with sessions full of technical jargon and long math equations explaining valuation? It s time to dig down to the nuts and bolts of why the value is important and what the participant statements are trying to communicate and answer what s in it for me? The panel will cover the who/what/when/where and, most importantly, why the stock is appraised (aka valued ) on an annual basis. From there, they will walk through how that number ends up on a participant statement. Controlling Medical Costs & Improving ESOP Share Performance by Developing a Targeted Wellness Plan Dick Hill, Parksite Group; Paul Davidson, Lockton Companies The discussion will focus on real strategies an ESOP company is using to control medical costs including building an effective Wellness program. With escalating medical plan costs and the impact these costs have on share price, employers are being forced to re-evaluate their health care benefit strategies. Can the power of ownership help reign in spending? This session provides innovative models for controlling medical costs in an ESOP environment. Increasing Organization Value through Cost Reduction Strategies and Efficiencies Eric Striegel, Expense Reduction Analysts; Gary Kaufman, CarePro Health Services Inc.; Eric Hentges, Apache Hose and Belting This session will focus on identification of challenges ESOP s face today when managing their expenses and the processes surrounding them. ESOP s face a number of forces that make it challenging to drive continuous cost improvements. Suppliers, service providers, clients and internal stakeholders all have a hand in your financial performance. Learn best practices from industry experts and hear from other ESOP companies, their challenges around this topic and what they have done to address this issue. 11:30 12:30 Closing Luncheon Speakers and Program are subject to change. Please consult the printed program at the conference.

9 2012 Midwest ESOP Conference Sponsors at the time of Posting (July 1, 2012) GOLD SPONSORS: PRINTED MATERIAL SPONSOR: SILVER SPONSORS: Alerus Financial Bankers Trust Co. of South Dakota/BTC ESOP Services Barnes and Thornburg LLP BCC Advisers CC&N ESOP Partners Gray Plant Mooty Law Firm HLB Taugtes Redpath, Ltd. Krieg DeVault LLP Murray ESOP Fiduciary Liability Insurance Prairie Capital Advisors, Inc. Reliance Trust Company Van Meter Inc. Verisight SILENT AUCTION CONTRIBUTORS: Bankers Trust Co. of South Dakota/BTC ESOP Services BCC Advisers Blue Ridge ESOP Associates Chartwell Capital Solutions Illinois ESOP Chapter Iowa-Nebraska ESOP Chapter Leonard, Street and Deinard, P.A. Minnesota/Dakotas ESOP Chapter Wisconsin ESOP Chapter

10 ESOPs Grow America MIDWEST ESOP 2012 CONFERENCE REGISTRATION September 20-21, 2012 Des Moines Marriott 700 Grand Avenue Des Moines, Iowa SELECT THE FOLLOWING LINK TO REGISTER ONLINE AND PAY VIA CCARD FOR THE CONFERENCE Cancellation Policy: Cancellations must be received in writing, via fax or , no later than September 5, 2012 to receive a refund. You may send a substitute. No-Shows will be invoiced for the total registration fee. Before August 31 September 1 September 14 First 1-2 members per company $250 $300 3 rd and more members per company $200 $250 Non-Member $350 $450 After September 14 - Registrations Accepted at the Door: Members: $350 Non-members: $500 Marriott Room Reservation Information Special Conference Room Rate: $100 (double) Phone: Request Midwest ESOP Conference OR Select following link to book online: ROOM RESERVATIONS MUST BE MADE ON OR BEFORE 5:00 pm, AUGUST 29, 2012 TO RECEIVE GROUP RATE. REGISTRATION FORM FOR MEMBERS CHOOSING TO PAY VIA CHECK YOU DO NOT NEED TO SUBMIT THIS FORM IF YOU REGISTER USING THE ONLINE LINK. Company Address City, State, Zip Phone Des Moines Marriott Downtown >> Name Title Name Title Name Title Name Title Name Title Amount Enclosed: $ (checks made payable to THE ESOP ASSOCIATION) MAIL COMPLETED FORM WITH PAYMENT TO Donna Walseth th LANE NE BLAINE, MN Questions? Contact: Donna Walseth dwalseth@esopexec.org