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The 8 Steps of Business Succession Planning

Jeff Denning Business Valuation Gilmore Jasion MahlerIt’s one of those issues that you may feel you don’t have time for because you’re too busy actually running your business. But it’s an important question you need to ask yourself. What are your plans for the business once you’re out of the picture? It’s surprising how few business owners actually know the answer. Statistics show that almost half of family businesses have absolutely no succession plan.

Gilmore Jasion Mahler and Croghan Colonial Bank recently teamed up to present a business succession planning workshop for area business owners. They offered some valuable takeaways including 8 steps to ensure a successful transition to new leadership.

First and foremost, be realistic about how long it will take to sell your business. Croghan’s Paul Wannemacher says the average time to sell a business once it’s listed for sale on the market is 6-11 months. He says one should also factor in 2-3 months to close once an agreement is reached.

“Make sure you’re ready when that prospective buyer does come along,” says Wannemacher. “Create a descriptive listing of the business as well as an overview. Just like when selling your house, you need to think about “curb appeal”. You may need to resurface the parking lot, freshen the landscape or painting to make it look more attractive to a potential buyer.”

Once you’ve tended to that first impression of your business and informed your key management, here are the 8 steps to succession planning:

  1. Get a handle on the marketplace. What’s the climate in your industry, the local economy and the national and international economies? Are there potential buyers out there?  Maybe your family members, managers within the company, maybe competitors?
  2. Pull together a team of advisors. This team should include your CPA, lawyer, wealth advisor and commercial banker.
  3. Get your business ready for transition
  • Review metrics
  • Make sure your records are accurate and up to date

It’s smart to anticipate some challenges along the way as you get your business ready for transition. Some of those challenges could include:

  • Normalizing your income statement
  • Cash flow/debt service history and capacity
  • The condition of your balance sheet
  • Collateral

Who is in the pool of potential buyers?

  1. Get a valuation

Gilmore Jasion Mahler CPA Jeff Denning is an expert in business valuation. He says the first question you need to ask yourself before getting a business valuation is: what are you offering to sell?

“Are you selling all of the transferable assets of your business or a fractional interest or equity share? What about your client and customer relationships? Your contracts? What about your workforce? We’re in the midst of a critical workforce shortage,” says Denning. “Many businesses are interested in acquiring other businesses right now to acquire their workers.”

Another challenge can be landing on an asking price for your business. Denning offers these questions to ask yourself:

  • Do you have a CFO or controller to assist in this process?
  • Do you have an outside CPA with valuation experience?
  • Do you need a business broker to help assess market potential or handle the entire sale process?
  • Do you need a real estate appraiser?
  • Grade your business against other comparable businesses
  • Is the business transferable? Owner-operated? How much risk of retaining customers?
  • Put yourself in the buyer’s shoes- your advisors should help with this perspective
  1. Create a personal financial plan: What amount of sale proceeds do you need to be satisfied? Look at your living expenses, vacations and spending you anticipate, family and charity goals. Don’t discount the emotional toll of finally leaving a business you’ve nurtured and built over the years.
  2. Prepare your family for the transition: The sooner you can let family members in the business know your plans the better. You may consider family wealth transfers through trusts or partnerships.
  3. Work with prospective buyers: Some things to keep in mind as you consider bids: how will loyal managers and employees be treated? Will the new owners continue with the company, improve it, or close it down?

“The buyer may want you to stay for a period of time after the sale. Just be very clear what that continuing role might be and how long will it last,” adds Croghan Bank’s Chris Kelly.Succession Planning Chris Kelly Paul Wannemacher Croghan

  1. Structure and close the sale

“Once you’ve identified a buyer, be aware that the final stretch can be as difficult as all the other steps that led you to this… and maybe more frustrating,” says Croghan’s Paul Wannemacher. “Will the business organization change? Will there be a reorganization? Are non-compete agreements needed?”

And, what type of financing is available?

  • Seller financing (you take on all the risk)
  • Conventional bank financing
  • SBA 7(a)
  • Collateral enhancement
  • Equity investors
  • ESOP

From assessing the marketplace to closing the sale, these eight steps are meant to be a guideline as you contemplate the future of the business you’ve worked so hard to build. While it may seem daunting, many financial experts agree that perhaps the worst thing you can do in regard to succession planning is to do nothing. If you and your financial team can come up with a strategy, you can rest assured that your exit will leave your business and your employees well positioned for future success.

Jeffrey S. Denning, CPA ABV, CFF is a partner with Gilmore Jasion Mahler, LTD. He has over 30 years of accounting experience, with a focus on providing services as an accredited business appraiser, forensic accountant, litigation consultant, and expert witness.

Chris Kelly is a Vice President and Commercial Loan Officer at Croghan Colonial Bank. He has over 20 years of experience in commercial banking, providing small to medium sized privately held businesses, nonprofits and professional firms with financial solutions.

Paul Wannemacher, CPA, PFS, CFP is a Vice President and Trust Officer at Croghan Trust & Investment Management. He has over 25 years of experience in trust administration, portfolio management, tax & financial planning and business consulting.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business advisory, tax, risk advisory, healthcare management and outsourced accounting. The Firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution and utilities

GJM “Wanderlust” Scheduled for November 1

Gilmore Jasion Mahler Wanderlust 2019If you are appreciative of our veterans and their service to our country, you have the opportunity to say thank you. Sponsorships and tickets are now available for Gilmore Jasion Mahler’s “Wanderlust 2019: A Night in Casablanca.” The event is Friday, November 1, 2019 at Findlay’s beautiful Marathon Center for the Performing Arts. 2019 brings a new name and theme for the GJM event (formerly known as Carnevale), but the cause remains the same. Flag City Honor Flight is funded completely by donations and all proceeds from the evening will go directly to the nonprofit to help in its mission to fly veterans to Washington, DC to visit the memorials built in their honor.

The festive evening will offer a night of fun in a recreated Rick’s Café Americain, the nightspot made famous in the classic film “Casablanca” starring Humphrey Bogart and Ingrid Bergman. Attendees will enjoy live entertainment, a live auction with auctioneer Trent Farthing, a Moroccan-themed menu and even get the chance to dress up like Bogey and Bergman for a photo op. Fans of the movie are also welcome to get in on the fun theme and dress in their best Humphrey Bogart outfit: that signature fedora and trench coat, or white tuxedo jacket from the film. Or maybe Ingrid Bergman-style fashion from the movie. The popular live auction returns with "experience-based" packages including a signature trip to Costa Rica for a weeklong stay in a luxury hilltop villa overlooking the Pacific coastline.

Gilmore Jasion Mahler is seeking corporate and individual sponsors for the 2019 event. A number of sponsorship levels are available. Tickets to the event are $70 each. You can learn more about the event, including sponsorships on our Wanderlust event webpage.

Since GJM began holding the special event, Flag City Honor Flight has been able to expand and now offers two flights per year for veterans instead of one. The nonprofit’s executive director Deb Wickerham says there are many area veterans left to serve.

“Calls continue to come in to us from families asking if they can get their loved one on a flight,” says Wickerham. “We want to be able to say yes to each of them and give these men and women a final “tour of duty” with honor. Wanderlust 2019: A Night in Casablanca will help us do that.”

“We are so proud to have been able to support Flag City Honor Flight with our event,” says GJM Managing Partner Kevin Gilmore. “I had the opportunity to go out to the airport with others from our firm to help welcome home the veterans from a recent flight. It was pretty incredible to see the look on their faces when they saw their heroes welcome. The experience reinforced for me how important it is to support Flag City Honor Flight in its mission.”

GJM recently started offering a poster making station at the welcome home celebration as well, which has proven very popular with families awaiting the arrival home of their loved ones. Family members and other supporters are able to personalize their welcome home messages to the veterans, making the celebration even more meaningful. Flag City Honor Flight’s 2019 flights are June 11th and September 24th.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business advisory, tax, risk advisory, healthcare management and outsourced accounting. The Firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution and utilities

GJM Manufacturing Roundtable: The Road Ahead

Gilmore Jasion Mahler manufacturing roundtableMajor shifts in the automotive industry are no doubt dramatically changing the car market. But here’s something you may not be considering: trends toward self-driving cars and ride sharing will impact all businesses, including yours, no matter what type of work you do.

The headlines are beginning to tell the story. In May came the announcement that Ford is slashing 7,000 white collar jobs as part of a plan to focus on autonomous driving technology and electric vehicles. GM made a similar move last fall, announcing it was closing five North American factories. Self-driving cars and the ride-sharing trend are reshaping the way we move people and the way we move goods.

Automotive needs to adapt, but so do other industries, no matter what kind of product you manufacture. What significant impacts will this automotive transformation have on the broader economy?

Lawrence Keyler RSMGilmore Jasion Mahler is pleased to feature guest presenter Lawrence Keyler, RSM Global Automotive Leader as he shares his insights and the big picture view for all manufacturers, not just automotive, at GJM’s upcoming Manufacturing & Distribution Financial Executive Roundtable on Thursday, July 18.

Keyler is a tax partner at RSM who specializes in the manufacturing industry, with a focus on automotive. GJM is a member of the RSM US Alliance.

The sessions are open to manufacturing financial executives and there is no cost to attend. Attendees have two sessions and locations to choose from on July 18:


Findlay Country Club  

1500 Country Club Drive, Findlay

11:30 am - 1:00 pm 

(lunch provided)

1.5 CPE Credits


The Pinnacle

1772 Indian Wood Circle, Maumee

3:00 pm - 5:00 pm

2 CPE Credits


Manufacturing financial executives can RSVP to info@gjmltd.com. Please specify which session you would like to attend.

Gilmore Jasion Mahler established the Manufacturing & Distribution Financial Executive Roundtable series after hearing from manufacturing clients that they needed a way to come together with other manufacturers to share best practices. The firm offers the sessions three times a year. Other recent roundtable topics have included the manufacturing workforce shortage, Wayfair vs. South Dakota, manufacturing automation and active shooter preparedness.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting and provides comprehensive services including assurance, business advisory, tax, risk advisory, healthcare management and outsourced accounting. The Firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution and utilities.

Gilmore Jasion Mahler Experts Explain New Tax Law

crowd of over 300 people at GJM tax education eventThe Tax Cuts and Jobs Act signed into law on December 22, 2017 has businesses and individuals around the country trying to get a handle on how the new law affects them. Northwest Ohio is no exception. Many are looking for direction from Gilmore Jasion Mahler (GJM) tax experts. Should they change the classification of their business to take advantage of the new 21% corporate tax rate? How have business deductions changed? What does the new standard deduction mean for their families?

Hundreds turned out for GJM education sessions on the new tax law held in both Maumee and Findlay the first week of February. Tax partners Charlie Heid, CPA and Steve Schult, CPA presented on the big changes for individuals and businesses. Their presentations were followed by a GJM panel of tax experts who tackled some questions on the new tax law's impact.

The GJM panelists included: Tax Partners Dave Baymiller, CPA, Deanna Hall, CPA, Kathi Iott, CPA, Chuck Stumpp, CPA, and Jaimee Weaver, CPA. GJM Managing Partner Kevin Gilmore, CPA welcomed the attendees to the sessions.

“The law passed quickly, just before Christmas and people and businesses haven’t had much time to get a handle on its impact,” says Gilmore. “The new law is anything but tax simplification. We knew our education sessions would help people get a better grasp, but we’ve encouraged all of the attendees to reach out to their tax professionals to discuss their individual situations.”

Major changes for businesses within the Tax Cuts and Jobs Act include:

-Corporate tax rate reduced to a flat 21%

-Corporate Alternative Minimum Tax (AMT) repealed

-Pass-through businesses (businesses that pass their income through to the personal level for tax purposes): 20% deduction of income. Effective tax rate on qualified income will be reduced to 29.6%  

-Sec. 179 limit increased to $1M from $510,000 for property in service after 12/31/17.

-100% bonus depreciation for qualified property acquired and placed in service after 9/27/2017 and before 1/1/23.

-Limits on business interest deduction

-New restrictions on deduction of fringe benefit expenses:

  • Entertainment expenses are now nondeductible
  • Business meals remain deductible at 50%
  • Meals provided for the convenience of the employer are reduced to 50% deductible, but only through 2025

-NOLs (Net Operating Losses): 2-year carryback repealed, 20-year carry forward changed to indefinite, 80% taxable income limitation on usage

-Tax credits retained include:

  • Research and Development Tax Credit
  • Work Opportunity Tax Credit

Among the changes for individuals under the new tax law:

-Standard deduction essentially doubled (through 12/31/25) to $24,000 (filing jointly) and $12,000 for individuals.

-Itemized deductions no longer allowed include:

  • Tax prep fees
  • Investment advisory fees
  • Unreimbursed employee business expenses

-Itemized deductions also impacted:

  • State and local taxes still deductible, but now limited to $10,000
  • Mortgage interest now deductible only on the first $750,000 in debt for primary or secondary homes

-Affordable Care Act individual mandate penalty eliminated

-Child tax credit increased to $2,000 for children under 17

-Alimony is not deductible or includable in income related to divorces after 12/31/18

-Estate Tax is not repealed

Dave Baymiller answers a panel questionMany of those attending the education sessions were looking for some clarity on the new rules for pass-through businesses. GJM Tax Partner Dave Baymiller says those pass-through businesses that qualify for the 20% deduction include:

  • Partners in partnerships/LLC’s
  • "S" corporation shareholders
  • Sole proprietors (reported on Schedule C)
  • Rental real estate (reported on Schedule E)

He says there are some limitations depending on your taxable income.

“The 20% deduction is limited based on taxable income level, amount of compensation paid by business and/or amount of business property owned,” says Baymiller. “The deduction limitations for what are called specified service businesses are much more severe.”

Baymiller says many businesses are also looking for clarification on what qualifies as a “specified service business”. He says they include:

  • Healthcare professionals (physicians, nurses, dentists)
  • Lawyers, accountants
  • Financial, brokerage, investing, and investment management services
  • Consultants
  • Any business where the principal asset of such business is the reputation or skill of one or more of its employees or owners (the IRS has not issued any guidance on how to interpret this)

If you're looking for more detail, Dave has written a more in depth article on the impact of tax reform on pass-through entities. GJM’s Tax team says many businesses are also trying to determine if they should consider converting from an "S" corporation to corporation (or "C" corp) to take advantage of the reduced corporate tax rate. An "S" corp is a pass-through business in which income "passes through" to the owner's personal tax return. A corporation or "C" corp would be subject to corporate taxation.

It sounds like a simple question, but the answer is anything but simple. Tax Partners Deanna Hall and Chuck Stumpp walked through an example for attendees of a business with a million dollars of taxable income that factored in:

  • Taxes paid at corporate level
  • Taxes paid at shareholder level
  • Taxes paid on cash withdrawn from the business (federal tax on "S" Corporation distributions or federal tax on corporate dividends)

“What we wanted to show is that every business is different,” says GJM Tax Partner Deanna Hall. “Depending upon a number of factors it could make sense for your business to incorporate to take advantage of the new low corporate tax rate, but it may not. That’s why it’s so important to talk to your tax advisor to come up with an individualized plan.”

Many attendees said they walked away with a much better idea of the impact of the Tax Cuts and Jobs Act on their personal and business tax strategy. GJM presenters made it clear that every situation and every business is different, and stressed the importance of a one on one discussion with your tax professional. GJM tax experts are already having these important discussions with clients to ensure the smartest tax strategy for 2018. Learn more about GJM’s approach to tax strategy.

Established in 1996, Gilmore Jasion Mahler, LTD (GJM) is the largest public accounting firm in Northwest Ohio, with offices in Maumee and Findlay. Locally owned, GJM offers cloud-based accounting services and provides comprehensive services including assurance, business advisory, tax, risk advisory and healthcare management. The Firm’s professionals specialize in industries including construction & real estate, healthcare, manufacturing & distribution and utilities.

Gilmore Jasion Mahler Hosts Major Findlay Fundraiser Carnevale for Flag City Honor Flight

Hundreds are expected to gather in early November for a festive evening full of revelry and some surprises, as Gilmore Jasion Mahler hosts Carnevale 2017, an Italian festival-style evening of celebration at Findlay’s Marathon Center for the Performing Arts.

The event is November 3 from 5:30 p.m. - 9 p.m. and will feature music and live performers, Italian specialties from Chef Sam Fittante of the Bistro on Main, a live auction and some other surprises. All proceeds from the event and corporate sponsorships will go directly to Flag City Honor Flight, a nonprofit that bring Veterans to Washington, D.C. to see the memorials built to honor their service to our country. Last year’s Carnevale event raised over $42,000 and helped the nonprofit to pay for a second flight in 2017.

Corporate sponsorship helped make Carnevale 2016 a success and the same holds true for this year’s event. Many Carnevale corporate sponsors are back on board, including major sponsors Ohio Logistics and Rowmark. Huntington National Bank also came on board this year as a major sponsor.picture of crowd at 2016 Carnevale

“Community stewardship is a major core value of who we are as a company,” says Rowmark CEO and President Duane Jebbett. “We’ve seen the great work that Flag City Honor Flight does in recognizing and serving our Veterans. It is because of our Veterans we live in a free country, so Kathy and I are thrilled to support GJM in their effort to carry forward the Honor Flight Program locally. We didn’t hesitate to come on board as a Carnevale sponsor again this year.”​

Ohio Logistics President and CEO Chuck Bills served as a Guardian on the June Honor Flight, escorting a Veteran to Washington, D.C. 

“Ohio Logistics is a proud supporter of Flag City Honor Flight,” says the company’s President and CEO Chuck Bills. “Carnevale is a wonderful way to show that support. Accompanying a Veteran on a flight this year makes it that much more special for me on a personal level. These men and women risked their lives for our country. It is an honor to do something for them.”

“We are proud to join Ohio Logistics and Rowmark as major sponsors for Carnevale 2017,” says Huntington National Bank’s Findlay Community President Daniel Kendrick. “For over 150 years Huntington has been committed to strong community involvement. “Our Veterans deserve our support and respect. This is a great way to show them how much we value their service to our country.”

Gilmore Jasion Mahler, with offices in Maumee and Findlay, established Carnevale in 2016 as a way to give back to the Findlay community. The firm worked with Findlay Mayor Lydia Mihalik to identify organizations in need of funding, and decided Flag City Honor Flight could greatly benefit from the financial support.Carnevale attendees wearing masks

“There are so many Veterans left to serve in our area, not only in the Findlay-Hancock County region, but in the Toledo area, across Ohio and beyond,” says Flag City Honor Flight President Bob Weinberg. “We’re so grateful for the support from GJM and these generous sponsors. All Veterans should be allowed the opportunity to see the memorials built in their honor in our nation’s capital. Carnevale will help make that happen.”   

“We’re proud of what we accomplished with Carnevale in 2016. Community service is a core value for GJM,” says GJM Managing Partner Kevin Gilmore. “It’s amazing what can happen when a corporate community comes together to support an important cause.”

Last year's event raised over $42,000 for Flag City Honor Flight and helped to fund a second flight in 2017. GJM hopes to raise even more money this year for the nonprofit. The live auction is new this year at the event, and features "experience-focused" packages, including a fly fishing outing, a military experience package and a travel package featuring a 5-day trip to Italy.

Carnevale sponsorships are still available and tickets are on sale now.

Established in 1996, Gilmore Jasion Mahler, LTD is the largest public accounting firm in the region, with offices in Maumee and Findlay. Locally owned, GJM offers comprehensive financial services including assurance, business advisory, tax, risk advisory and healthcare management. GJM’s professionals specialize in industries including construction, real estate, healthcare, manufacturing/distribution and utilities.