THE NEW TAX LAW S IMPACT ON EXISTING ESOPS, THE FORMATION OF NEW ESOPS, AND YOUR VALUATION

Size: px

Start display at page:

Download "THE NEW TAX LAW S IMPACT ON EXISTING ESOPS, THE FORMATION OF NEW ESOPS, AND YOUR VALUATION"

Imogene Norris
5 years ago
Views:

1 THE NEW TAX LAW S IMPACT ON EXISTING ESOPS, THE FORMATION OF NEW ESOPS, AND YOUR VALUATION Owen Schmidt Director of ESOP Consulting Principal Laurie-Leigh White Partner BVA Group

2 TABLE OF CONTENTS First Impressions Overview Key Provisions & Examples Impacts Key Takeaways Questions

3 FIRST IMPRESSIONS No direct changes to employee stock ownership plan ( ESOP ) rules. Lower corporate tax rates. Higher cash flow. Higher company and stock value? Other changes to tax law? 3

4 OVERVIEW

The TCJA contains a variety of key provisions which may influence the valuation of ESOPs, including: Reduction of the federal corporate

5 OVERVIEW The Tax Cuts and Jobs Act ( TCJA ) was signed into law by President Trump on December 22, 2017, and represents the largest reform to the federal tax code since The TCJA contains a variety of key provisions which may influence the valuation of ESOPs, including: Reduction of the federal corporate income tax rate; Imposing certain limitations on the deductibility of interest expense; Allowing for additional bonus depreciation of qualified property; and Permitting an additional deduction of income for certain pass-through entities. 5

6 MARKET REACTION TO TCJA Market multiples for publicly traded companies have generally risen in the wake of passage of the TCJA, as many of these companies expect to incur a lower tax burden. Comparison of Market Multiples Implied Market Multiples as of September 30, 2017 ALB FOE FUL POL CW FLS GTLS PH SPXC MVIC-to-EBITDA (cash-free) 2 Year Forward 15.4x 9.7x 7.2x 9.3x 10.4x 10.9x 10.2x 11.0x 8.7x 1 Year Forward 17.0x 10.3x 8.3x 9.9x 11.1x 12.4x 13.4x 12.1x 9.4x Implied Market Multiples as of January 15, 2018 ALB FOE FUL POL CW FLS GTLS PH SPXC MVIC-to-EBITDA (cash-free) 2 Year Forward 14.3x 9.8x 9.7x 10.0x 11.7x 11.5x 10.9x 12.2x N/A 1 Year Forward 15.9x 10.2x 10.5x 10.9x 12.4x 13.0x 13.4x 13.2x 9.5x Percentage Change MVIC-to-EBITDA (cash-free) 2 Year Forward (7.1%) 0.7% 33.9% 7.6% 13.0% 5.7% 7.0% 11.4% N/A 1 Year Forward (6.3%) (1.0%) 27.2% 10.0% 12.4% 4.3% 0.3% 9.4% 0.8% Ticker definitions: ALB = Albemarle Corporation FOE = Ferro Corporation FUL = H.B. Fuller Company POL = PolyOne Corporation CW = Curtiss-Wright Corporation FLS = Flowserve Corporation GTLS = Chart Industries, Inc. PH = Parker-Hannifin Corporation SPXC = SPX Corporation Notes: Financial information provided by Capital IQ. 6

7 KEY PROVISIONS & EXAMPLES

REDUCTION OF FEDERAL CORPORATE TAX RATE The TCJA established a flat corporate federal income tax rate of 21.0%, a reduction from the maximum marginal tax rate of 35.

This is a straightforward change for valuation practitioners to implement, and will likely result in an increase in the concluded value of an interest in the entity

8 REDUCTION OF FEDERAL CORPORATE TAX RATE The TCJA established a flat corporate federal income tax rate of 21.0%, a reduction from the maximum marginal tax rate of 35.0%. Unlike for individuals, corporate entities are still allowed to claim the full amount of deductions for state and local taxes ( SALT ) paid. This is a straightforward change for valuation practitioners to implement, and will likely result in an increase in the concluded value of an interest in the entity compared to a period prior to the passage of TCJA. However, any increase in the value of an interest in the entity may not be solely attributable to the change in corporate tax rates. 8

9 REDUCTION OF FEDERAL CORPORATE TAX RATE Reduction of Corporate Tax Rate (in thousands of $ unless otherwise noted) Pre-TCJA E 2019E 2020E 2021E 2022E Revenue 84, , , , ,385.9 growth NMF 34.4% 7.1% 9.7% 7.0% EBITDA (709.7) 8, , , ,909.6 margin (0.8%) 7.2% 9.7% 11.2% 11.2% Net cash flow to invested capital (1,833.5) (1,659.2) 2, , ,967.1 margin (2.2%) (1.5%) 2.2% 3.3% 3.5% Post-TCJA 2018E 2019E 2020E 2021E 2022E Revenue 84, , , , ,385.9 growth NMF 34.4% 7.1% 9.7% 7.0% EBITDA (709.7) 8, , , ,909.6 margin (0.8%) 7.2% 9.7% 11.2% 11.2% Net cash flow to invested capital (2,233.8) (841.4) 3, , ,799.5 margin (2.7%) (0.7%) 3.2% 4.6% 4.8% 9

10 REDUCTION OF FEDERAL CORPORATE TAX RATE Reduction of Corporate Tax Rate (in thousands of $ unless otherwise noted) Comparison 2018E 2019E 2020E 2021E 2022E Revenue Increase/(reduction) 0.0% 0.0% 0.0% 0.0% 0.0% EBITDA Increase/(reduction) 0.0% 0.0% 0.0% 0.0% 0.0% Net cash flow to invested capital (400.3) , , ,832.4 Increase/(reduction) (21.8%) 49.3% 49.9% 39.0% 36.9% Sources and notes: A=actual. E=estimate. We note that net cash flow to invested capital declined in 2018 due to less of an income tax benefit accruing to the company under the TCJA. 10

ESOP TAX AMORTIZATION BENEFIT ( TAB ) The reduction to the corporate tax rate may also negatively impact the value of any TAB related to any ESOP inside note outstanding.

When an inside note is in place, the sponsoring company may make tax deductible contributions to the ESOP to allow the ESOP to make its note payments.

11 ESOP TAX AMORTIZATION BENEFIT ( TAB ) The reduction to the corporate tax rate may also negatively impact the value of any TAB related to any ESOP inside note outstanding. Appraisers typically normalize the tax rate utilized to a hypothetical C corporation rate. When an inside note is in place, the sponsoring company may make tax deductible contributions to the ESOP to allow the ESOP to make its note payments. Thus, payments on these notes provide a tax shield for the full amount of the note payments under a C corporation tax structure. Therefore, a reduction to the corporate tax rate may have a significant impact on the concluded value of the TAB after passage of the TCJA. 11

12 ESOP TAB PRIOR TO TCJA ESOP Debt Amortization Schedule (in $ unless otherwise noted) Initial note balance 5,300,000 Interest rate 3.32% WACC 17.25% Undiscounted Discounted Beginning Interest Principal Ending Tax ESOP Discount ESOP Date Balance Payments Payments Balance Rate Tax Benefit (1) Factor Tax Benefit 4/1/2018 3,930, , ,020 3,705, % 124, ,523 4/1/2019 3,705, , ,490 3,472, % 124, ,939 4/1/2020 3,472, , ,209 3,232, % 124, ,941 4/1/2021 3,232, , ,184 2,984, % 124, ,150 4/1/2022 2,984,596 99, ,424 2,728, % 124, ,241 4/1/2023 2,728,172 90, ,937 2,463, % 124, ,937 4/1/2024 2,463,235 81, ,733 2,189, % 124, ,002 4/1/2025 2,189,502 72, ,821 1,906, % 124, ,234 4/1/2026 1,906,681 63, ,210 1,614, % 124, ,462 4/1/2027 1,614,471 53, ,912 1,312, % 124, ,539 4/1/2028 1,312,559 43, ,935 1,000, % 124, ,340 4/1/2029 1,000,624 33, , , % 124, ,759 4/1/ ,332 22, , , % 124, ,705 4/1/ ,341 11, , % 124, ,155 Present value of ESOP tax amortization benefit (rounded) 725,000 Sources and notes: (1) Calculated as the sum of expected interest and principal payments to be incurred in each year, multiplied by the expected tax rate of 35.0 percent. 12

13 ESOP TAB AFTER TCJA ESOP Debt Amortization Schedule (in $ unless otherwise noted) Initial note balance 5,300,000 Interest rate 3.32% WACC 17.50% Undiscounted Discounted Beginning Interest Principal Ending Tax ESOP Discount ESOP Date Balance Payments Payments Balance Rate Tax Benefit (1) Factor Tax Benefit 4/1/2018 3,930, , ,020 3,705, % 74, ,675 4/1/2019 3,705, , ,490 3,472, % 74, ,000 4/1/2020 3,472, , ,209 3,232, % 74, ,915 4/1/2021 3,232, , ,184 2,984, % 74, ,183 4/1/2022 2,984,596 99, ,424 2,728, % 74, ,603 4/1/2023 2,728,172 90, ,937 2,463, % 74, ,002 4/1/2024 2,463,235 81, ,733 2,189, % 74, ,236 4/1/2025 2,189,502 72, ,821 1,906, % 74, ,180 4/1/2026 1,906,681 63, ,210 1,614, % 74, ,727 4/1/2027 1,614,471 53, ,912 1,312, % 74, ,789 4/1/2028 1,312,559 43, ,935 1,000, % 74, ,289 4/1/2029 1,000,624 33, , , % 74, ,161 4/1/ ,332 22, , , % 74, ,349 4/1/ ,341 11, , % 74, ,840 Present value of ESOP tax amortization benefit (rounded) 431,000 Sources and notes: (1) Calculated as the sum of expected interest and principal payments to be incurred in each year, multiplied by the expected tax rate of 21.0 percent. 13

14 LIMITATION OF DEDUCTIBLE INTEREST EXPENSE Certain provisions of the TCJA limit the ability of certain corporate entities to deduct interest expense in the calculation of adjusted taxable income ( ATI ). Corporate entities with historical three-year average revenue of less than $25.0 million, as well as regulated utilities, are excluded from this limitation. Any disallowed business interest may be carried forward indefinitely. The limitations are calculated based on the sum of business interest income. Between 2018 and 2021: 30.0% of EBITDA. For 2022 and beyond: 30.0% of earnings before interest and taxes ( EBIT ). 14

15 LIMITATION OF DEDUCTIBLE INTEREST EXPENSE This provision will likely decrease values for highly leveraged companies, as the after-tax cost of debt has increased from a pre-tcja environment. Valuation practitioners may adjust the impact of this limitation on the value of an entity through one of the following methodologies: Adjust the weighted average cost of capital ( WACC ) calculation for the entity; Discretely account for the liability based on forecasted interest expense and limitations; or An adjusted present value approach with a discrete add-back of all tax shields. 15

16 LIMITATION OF DEDUCTIBLE INTEREST EXPENSE One approach for accounting for the impact of the limitation on deductible interest expense is to calculate the weighted average percentage of interest that is deductible and non-deductible over the forecast period. An example calculation of how the weighted average percentage of interest expense that is deductible and non-deductible may be determined is shown as follows: 16

17 LIMITATION OF DEDUCTIBLE INTEREST EXPENSE Once the proportion of non-deductible interest expense is determined, the WACC may be adjusted to separately determine the costs of deductible and non-deductible debt. An example calculation of a WACC including both deductible and nondeductible interest expense is shown as follows: 17

18 LIMITATION OF DEDUCTIBLE INTEREST EXPENSE Another possible calculation for accounting for the impact of the limitation on deductible interest expense is to discretely calculate the present value of the tax effect of disallowed interest expense. An example calculation of how a discrete adjustment to account for the lack of deductibility of certain interest expense is shown as follows: 18

LIMITATION OF DEDUCTIBLE INTEREST EXPENSE Another possible calculation for accounting for the impact of the limitation on deductible interest expense is to add back a discrete value of the interest

19 LIMITATION OF DEDUCTIBLE INTEREST EXPENSE Another possible calculation for accounting for the impact of the limitation on deductible interest expense is to add back a discrete value of the interest tax shield based on the ATI, limitations, and deductible interest used in the previous two examples. This approach is similar to calculating a discrete liability associated with any non-deductible interest expense, but relies on an unlevered cost of equity to discount cash flows excluding any tax benefits in the income approach, while then separately adding the full value of the interest tax shield. 19

FULL EXPENSING OF CERTAIN PROPERTY The TCJA contains provisions permitting corporations to immediately expense as bonus depreciation the entire cost of certain depreciable assets ( Qualified Property

Qualified Property includes both new and used property, as long as the property was not previously used in the business and was not acquired from a related party.

20 FULL EXPENSING OF CERTAIN PROPERTY The TCJA contains provisions permitting corporations to immediately expense as bonus depreciation the entire cost of certain depreciable assets ( Qualified Property ) acquired and placed in service after September 27, Provision essentially allows for additional Section 197 bonus depreciation; however, separate consideration for state taxes may be required. Qualified Property includes both new and used property, as long as the property was not previously used in the business and was not acquired from a related party. While full expensing is permitted over the 2017 to 2022 period, a phase out of this provision occurs over a five year period from 2023 to This provision will likely increase the value of an interest in an entity, and may make asset deals (i.e. taxable transactions) more attractive in a transaction. 20

21 FULL EXPENSING OF CERTAIN PROPERTY EXAMPLE An example calculation of how to calculate depreciation expense when forecasted capital expenditures include both qualified and unqualified property is as follows: Calculation of Total Depreciation and Qualified Capital Expenditures Forecasted Fiscal Years Ended December 31, (in thousands of $ unless otherwise noted) Capital expenditures Qualified capital expenditures 8, , , , ,500.0 Unqualified capital expenditures 1, , , , ,500.0 Total capital expenditures 10, , , , ,000.0 Expensing of qualified capital expenditures 8, , , , ,500.0 Total depreciation and qualified capital expenditures 8, , , , ,500.0 Depreciation of capital expenditures (1) Existing fixed assets 2018 unqualified 2019 unqualified 2020 unqualified 2021 unqualified 2022 unqualified CapEx 50, , , , , , , , , , , , Total depreciation 10, , , , ,868.0 Sources and notes: (1) Depreciation of existing fixed assets and unqualified capital expenditures based on a MACRS 5 year life. 21

22 PASS-THROUGH INCOME DEDUCTIONS The TCJA includes provisions which permit the deduction of up to 20.0% of qualified pass-through business income (or excess taxable income over net capital gain) in determining ATI. These provisions only apply to a qualified trade or business ( QTB ), and are scheduled to expire in January Specified services excluded include, but are not limited to: Health Law Accounting Actuarial services Financial services The deductible amount is limited to the greater of: 50.0% of W-2 wages for QTB; or Sum of 25.0% of W-2 wages for QTB and 2.5% of unadjusted basis of all qualified property immediately after acquisition. 22

PASS-THROUGH INCOME DEDUCTIONS QTB must generate qualified business income ( QBI ), which doesn t include: Investment income; Guaranteed payments; or

The value of an interest in a pass-through entity may increase as a result of this change, as additional deductions are permitted in the calculation of

23 PASS-THROUGH INCOME DEDUCTIONS QTB must generate qualified business income ( QBI ), which doesn t include: Investment income; Guaranteed payments; or Income from a specified service business. The value of an interest in a pass-through entity may increase as a result of this change, as additional deductions are permitted in the calculation of the entity s ATI. However, the benefit associated with an interest in a pass-through entity may be lower due to the overall reduction in the corporate income tax rate, thus reducing the disparity between a C corporation and a pass-through entity s overall tax burden. 23

24 PASS-THROUGH INCOME DEDUCTIONS EXAMPLE: PRE-TCJA Pass-Through Income Deduction (in thousands of $ unless otherwise noted) Forecasted Fiscal Years Ended December 31, C Corporation Net Investor Funds Pre-tax income 7, , , , ,420.6 Less: C-corporation taxes 35.0% 2, , , , ,947.2 After tax income available for distribution 4, , , , ,473.4 Capital gains and dividend tax rate (1) 23.8% 23.8% 23.8% 23.8% 23.8% After tax cash flow available for distribution for a C-corporation shareholder 3, , , , ,170.7 Pass-Through Net Investor Funds Adjusted pre-tax income 7, , , , ,420.6 Less: individual taxes (2) 43.4% 3, , , , ,654.5 Net distributions after taxes for a pass-through shareholder 3, , , , ,766.1 Investor Cash Flow Benefits From Pass-Through Status Pass-through investor cash flows 3, , , , ,766.1 Less: C Corporation investor cash flows 3, , , , ,170.7 Net annual benefit of pass-through status Discount factor (3) Present value of cash flows Present value of benefit (rounded) 2,040.0 Sources and notes: Calculation assumes that pass through status will be maintained for five years. Additionally, to the extent that cash flow is not distributed, we assume a commensurate increase in value that would ultimately be treated as a capital gain. (1) Calculated as a maximum capital gains tax rate of 20.0 percent plus a Medicare surtax of 3.8 percent. (2) Calculated as a maximum individual tax rate of 39.6 percent plus a Medicare surtax of 3.8 percent. (3) Based on the Company's cost of equity. We utilized the Company's cost of equity because distributions in excess of the tax liablity would not occur until principal and interest payments are made to the debt holders. 24

25 PASS-THROUGH INCOME DEDUCTIONS EXAMPLE: TCJA WITHOUT QBI DEDUCTION Pass-Through Income Deduction (in thousands of $ unless otherwise noted) Forecasted Fiscal Years Ended December 31, C Corporation Net Investor Funds Pre-tax income 7, , , , ,420.6 Less: C-corporation taxes 21.0% 1, , , , ,768.3 After tax income available for distribution 5, , , , ,652.3 Capital gains and dividend tax rate (1) 23.8% 23.8% 23.8% 23.8% 23.8% After tax cash flow available for distribution for a C-corporation shareholder 4, , , , ,069.0 Pass-Through Net Investor Funds Adjusted pre-tax income 7, , , , ,420.6 Less: individual taxes (2) 40.8% 2, , , , ,435.6 Net distributions after taxes for a pass-through shareholder 4, , , , ,985.0 Investor Cash Flow Benefits From Pass-Through Status Pass-through investor cash flows (3) 4, , , , ,985.0 Less: C Corporation investor cash flows 4, , , , ,069.0 Net annual benefit of pass-through status (70.5) (73.6) (77.0) (80.4) (84.0) Discount factor (4) Present value of cash flows (66.6) (61.9) (57.3) (53.0) (49.0) Present value of benefit (rounded) (290.0) Sources and notes: Calculation assumes that pass through status will be maintained for five years. Additionally, to the extent that cash flow is not distributed, we assume a commensurate increase in value that would ultimately be treated as a capital gain. (1) Calculated as a maximum capital gains tax rate of 20.0 percent plus a Medicare surtax of 3.8 percent. (2) Calculated as a maximum individual tax rate of 37.0 percent plus a Medicare surtax of 3.8 percent. (3) Calculated as the sum of qualified business income and net distributions after taxes for a pass-through shareholder. (4) Based on the Company's cost of equity. We utilized the Company's cost of equity because distributions in excess of the tax liablity would not occur until principal and interest payments are made to the debt holders. 25

26 PASS-THROUGH INCOME DEDUCTIONS EXAMPLE: TCJA WITH QBI DEDUCTION Pass-Through Income Deduction (in thousands of $ unless otherwise noted) Forecasted Fiscal Years Ended December 31, C Corporation Net Investor Funds Pre-tax income 7, , , , ,420.6 Less: C-corporation taxes 21.0% 1, , , , ,768.3 After tax income available for distribution 5, , , , ,652.3 Capital gains and dividend tax rate (1) 23.8% 23.8% 23.8% 23.8% 23.8% After tax cash flow available for distribution for a C-corporation shareholder 4, , , , ,069.0 Pass-Through Net Investor Funds Pre-tax income 7, , , , ,420.6 Less: qualified business income deduction 20.0% 1, , , , ,684.1 Adjusted pre-tax income 5, , , , ,736.5 Less: individual taxes (2) 40.8% 2, , , , ,748.5 Net distributions after taxes for a pass-through shareholder 3, , , , ,988.0 Investor Cash Flow Benefits From Pass-Through Status Pass-through investor cash flows (3) 4, , , , ,672.1 Less: C Corporation investor cash flows 4, , , , ,069.0 Net annual benefit of pass-through status Discount factor Present value of cash flows Present value of benefit (rounded) 2,050.0 Sources and notes: Calculation assumes that pass through status will be maintained for five years. Additionally, to the extent that cash flow is not distributed, we assume a commensurate increase in value that would ultimately be treated as a capital gain. (1) Calculated as a maximum capital gains tax rate of 20.0 percent plus a Medicare surtax of 3.8 percent. (2) Calculated as a maximum individual tax rate of 37.0 percent plus a Medicare surtax of 3.8 percent. (3) Calculated as the sum of qualified business income and net distributions after taxes for a pass-through shareholder. 26

27 IMPACTS

28 IMPACTS Potential impact on new ESOP formations: Higher valuations? Lower tax savings? Potential impact on ongoing ESOPs: 100.0% S corporation ESOPs Partial ESOPs 28

29 KEY TAKEAWAYS

30 KEY TAKEAWAYS Understand how TCJA may affect your valuation! Review how repurchase liability may be affected. Review how synthetic equity may be affected. Review how Internal Revenue Code ( IRC ) 409p testing may be affected. 30

31 QUESTIONS

LAURIE-LEIGH WHITE Laurie-Leigh White, CPA*/ABV, ASA Partner Direct 713.457.3132 Mobile 832.904.5477 Email lwhite@bvagroup.com *Although BVA employs CPAs, it is not a CPA firm.

32 LAURIE-LEIGH WHITE Laurie-Leigh White, CPA*/ABV, ASA Partner Direct Mobile *Although BVA employs CPAs, it is not a CPA firm. Laurie-Leigh White is a Partner of BVA Group. As a Partner, Ms. White is responsible for overseeing the execution of a variety of valuation engagements. Areas of specialization include oilfield services, technology, hospitality, and construction and engineering. Ms. White has been involved in hundreds of valuation projects for a wide variety of purposes, including financial reporting, ESOP, valuations for tax purposes, transaction advisory, and fairness opinions. Additionally, Ms. White has been involved in litigation consulting assignments related to economic damages, financials forensics, marital dissolution, and valuation matters. Ms. White received a Master of Science in Accounting, a Bachelor of Business Administration in Accounting, and a Bachelor of Arts in Political Science from Southern Methodist University, where she graduated with highest honors. Ms. White is a Certified Public Accountant* who holds the designation of Accredited in Business Valuation, and is an Accredited Senior Appraiser of the American Society of Appraisers with an Intangible Asset Appraisal Specialty. She is a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. Ms. White was recently selected as a recipient of the 2016 AICPA Forensic and Valuation Services ( FVS ) Standing Ovation Recognition program. This program is designed to recognize professionals in the FVS practice area who are 40 or under, hold either the CFF and/or ABV credential, and have exhibited exemplary professional achievement. Ms. White was also a nominee for the Houston Business Journal s Under 40 business and community leaders and was also a nominee for the National Association of Certified Valuators and Analysts 40 Under 40. She also co-authored the Financial Valuation: Applications and Models, 4th Edition (April, 2017). 32

33 OWEN SCHMIDT Owen has been with Principal over 15 years and has over 30 years of retirement planning experience. His areas of expertise include the feasibility, design, installation and administration of qualified and non-qualified 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 frequent speaker on ESOP-related topics. Owen is a graduate of the State University of New York with a Bachelor of Arts degree in Economics. OWEN SCHMIDT Director of ESOP Consulting Direct Schmidt.owen@principal.com 33

34 DISCLAIMERS The Presenters gather their data from sources they consider reliable; however, they do not guarantee the accuracy or completeness of the information provided within this presentation. The material presented reflects information known to the Presenters at the time this presentation was written, and this information is subject to change. The Presenters make no representations or warranties, expressed or implied, regarding the accuracy of this material. The views expressed in this material accurately reflect the personal views of the authors and do not necessarily coincide with those of their employers. The Presenters do not provide accounting, tax or legal advice. The information and material presented herein is provided for educational and informational purposes only and is not intended to constitute accounting, tax or legal advice or to substitute for obtaining accounting, tax or legal advice from an attorney or licensed CPA. Laurie-Leigh White and BVA Group are not affiliated with any company of the Principal Financial Group

Repurchase Liability Basics and the Effect on the Valuation

Repurchase Liability Basics and the Effect on the Valuation March 24, 2017 Owen Schmidt Director of Sales Consulting Principal Laurie-Leigh White Sr. Vice President BVA Group Table of Contents Introduction