Succession Planning Part 1: Introduction to Business Succession
February 15, 2021
- Excited to be here and meet with this group this morning and with our COVID issues and things this technology allows us to do meetings and webinars and so forth. And it's not our preferred way but it does help us get through some things. So Stan, okay, to just keep on going? - Yeah, I'll end the poll and I can share the results real quickly but we won't hang out there long. We've got to most people that haven't developed a plan but would like to, I guess is the short summary there, so. - Okay. Very good. Well, this is, we didn't think we had enough time in one session to really do justice to this program. And we used to do a five day once a week types all day seminars on business succession, estate planning years ago. And we tried to pare it down quite a bit. So I always have problems trying to figure out to cut it down enough to get to this thing. So we were in the three parts. This first part is sort of an introduction and talk about some basics and talk about some tools and concepts that are important to recognize. As we think about business succession and estate planning. Part two, Stan's going to take the lead on it, we'll talk about some listening skills and the human component of all of this, which is very very important in terms of the transition and getting people on the same page and those kinds of things. Part three will be more in the nuts and bolts of actual examples and discussions about examples and ways to actually transfer the farm and how to physically do it. So, and my prompt is not advancing. Why am I not advancing? Okay. I'm just slow, I guess. Okay. So what is estate planning? The estate planning is the overall process of making decisions as to one's property to pass to others during one's lifetime, at death or after death. And most time we're worried about the households kinds of things. So who should do estate planning? well, everyone should unless you're happy with the probate courts or those kinds of things. Who's your state plan for? Well, is it the next generation? Plan for retirement? Jumpstart the kids? Avoid taxes? Is this for yourself or is it really for your children? The children are the ones who are going to benefit from an estate plan. Okay. What are the most important goals in your estate plan? individual, family, retirement, maybe business, spiritual, other. What kinds of things are really important as you try to think through this. Now that's estate planning and what we're talking about today is farm business succession planning. It's much, much different. The overall process of developing, repairing, facilitating instilling responsibilities and management skills including specific training activities and making decisions and progressively acting on those plans as to how farm business management, responsibilities business ownership, the working assets, real estate, personal property is to pass to others during one's lifetime, at death or after death a combination of and/or. This farm business succession plan and execution is designed to repair chemically the adult children to be successful as the next generation to succeed as the future operators and stewards of the land. And of course it's more than just the house and some of those personal things involves a farm business the physical assets and more importantly is the actual management skills and business savvy, those kinds of things goes with it. And why is my slide now advanced? So why do we have an estate plan? Why do we do all this? Is to pass the assets and structure to next business, It's how to transfer the debt. Retirement income for the parents is kind of important and they have a comfortable living within their means. Security, healthcare issues those kinds of things, issues of passing and if it happens to the first spouse. Fairness, what's equitable, what's harmonious, try to reduce the in heir fighting. I've got an older brother, he's about eight years older than me and we used to fight like cats and dogs. When we were little, or when I was little he was always bigger than me and so forth. So there, but things when parents pass away a lot of times, a lot of the history of issues kind of boil up, cause it's kind of our last chance to kind of settle the tie so to speak. Durable power of attorney and patient advocates are important. Peace of mind and minor children and for your finances so forth, so. Estate planning is a subset of business succession planning. So those parts are important. What it entails everything through safer. Gifts are important prior, we'll talk about some of the tools that can be used in gifting. My advancer does not work very well. Reduce taxes is another reason. So why is this so difficult? well it's not like other most estates where nearly everything is converted to cash and you simply share it equally. We have lots of emotion and a lot of physical assets. There's big issues. You know, grandma's yellow pie plate is an example where it has a lot of sentimental value, maybe some residents and typically. It's very capital intensive. We have lots of resources, lots of land, a high percentage of the net worth is plowed back into that business. And so it ends up being a big item in the estate and the estate plan and those items are critical to the business and they're very expensive. Land is typically well, the value of land is two to three times what the repayment capacity is, depends on location, depends on craft like traditional corn, soy agronomic crops. It's usually the laws of reason, why is that? Because what happens is people will buy ground because of future value, you know it's going to go up over time. Historically, it's done it forever and it either chips and ups and nouns and so forth, but on a long-term land's a good investment, but so there's two values. One, what's the, what can you net off the ground by growing crops and using economic activities and the other value is what's the worth in the future. What's fair versus what's equitable in farm situations is very important. And often that creates a lot of concern and difficulty as families try to develop their business succession plan. The relationships, when we have relationships with families we can't just go home. You know, if we had a bad day at work and go home and say, Hey, I had a really bad day at work. Well, it's all part of the same thing. It's a beautiful thing, but it's also very complex as the issues arise because you can't separate family and work and those kinds of activities. So how do you accomplish a perfect plan? What's the process? How do you actually do that? The reality is you don't, there's no way you can have a perfect plan. There's always trade-offs but good enough, probate law of course is the default and that's not going to work very well at all for any kind of business succession plan to be workable. There's always, trade-offs in terms of thinking about things. So we need to be realistic with the expectations. We need to talk to each other, don't assume, you know what the other person thinks needs or wants. That's a big problem and happens a lot. I've talked to the parents that think their children want to do this and the kids are afraid to say I really don't want to farm, my own son, I farm a little bit as some of you know, and I had a little powwow with him. Now it's been four or five years ago when he was graduating out of college and those kinds of things. And I asked him, I said, hey you know what's your future? What's your goals? Do you want to come back and then be active in the farm and so forth? And he looked me in the eyes and said, dad, he said there's an awful lot of work there. And I can make money a whole lot easier than I can doing the farming side of stuff. And so that kind of made a little difference in terms of how I think about my farming operation and what the future is, those kinds of things. So, and that, that really opened the doors up a little bit better so that we can understand each other and what the expectations are and those kinds of things. So you said, yeah I wouldn't mind being a part-time farmer someday when I retire, maybe, but as far as my main livelihood those kinds of things, that's just not in the cards. And so made a big difference. It's important to talk to them, clear the air, so you don't have that uncertainty. Encourage people to write down their ideas, their thoughts, goals, questions including yourself, create a timeline. Define responsibilities? What are actual next steps, some of those kinds of things to help think this through and then try to get your thoughts on paper. When you write stuff down, that's hard. I'm not very good at it myself but it is important because then you can look at that and say, well, that's what I was thinking. That doesn't sound quite right. I can communicate to somebody else. What do they think of it? What does my wife think of it? With some business partners or some trusted friends. You know, it just helps to get your thoughts. I'm driving down the road. I can think of all kinds of ways to solve problems. You know, why doesn't the, this, why don't we do that? Of course, I haven't been driving down the road very much lately because of the COVID issues. But I used to say, you know thinking I have all the answers and then why can't people do this and write it down. And I couldn't even recreate what I thought I knew when I tried to write it down because it wasn't solid. I didn't have all the ands and ifs and buts into it and then try to communicate that with somebody else. And it really becomes realized that what you've forgotten about and forgot about this and what about that and those kinds of things. So that process is very powerful in terms of writing things down and looking at it again in the morning and those types of things. Farm business succession goals what are they, what is a good succession plan? What's it look like? The first thing that I like to see and these are sort of mine in a way, it's from my years of experience working with people in terms of trying to categorize people's issues, people's thoughts. So, number one, I feel as we have to have financial independence and security of the current owners, they worked a lifetime to try to create what they have and so forth and we don't want to put that at jeopardy any more than what's necessary to secure their future. They want to be risk adverse. They don't want to take on a lot of additional financial burdens, those kinds of things. What's the second goal. The second goal is to have family harmony. The family harmony is critical and Stan's gonna talk a little bit about how am I going to create that in the second session today in terms of people being able to get along, people being able to have Christmas dinners together or if we don't have COVID those kinds of things. My brother and I, we fought like cats and dogs when we were in high school, when I was in high school and younger, and those kinds of things. And my dad passed away at an early age. He was only 60 years old. I'm now 64. I can't believe I'm four years older than when my dad passed away. He had prostate cancer, those kinds of things but ever since dad passed away because of what he did with his estate plan. So forth, my brother and I have never had a serious issue or fight since he passed away okay, and we get along fine. There's some things that happen that are kind of surprising to some folks, maybe in the third session. We'll talk about that a little bit in terms of what happened there and so forth but that key, that ability for family harmony, for people to be able to get along is absolutely critical. The third item, and in this order is providing an opportunity for those farming heirs. Okay. Can we do that? How do we do that? What makes an opportunity for them to be successful? And a strong point that I like to talk about is that each generation must earn their own way or the business will eventually fail. There's an old saying that the first generation creates it the second generation holds it, the third generation loses it. And there's, so there's some truth to that. And because of all kinds of reasons and issues and trying to study it and so forth but each generation has to be able to take the opportunity, to build upon that opportunity, to be successful, to the responsibilities that come with that and ownership of the business, the errors, the heritage, the traditions the family farm land and those kinds of things becomes very critical in the whole process. And so, can it be successful? The fourth item that I like to look at is to have a plan that's relatively flexible. Sometimes we have these plans so rigid, and so tight that people can't make adjustments. What if we have a 2019, the first, second and third year out of the bat, out of the block and in 19, in Eaton County and in some parts of the state, we had disastrous yields. And depending upon your risk management tools that you had in place, that made a huge difference. So the dairy industry, the last four or five years has been devastating, okay, Just a complete unraveling of the traditional prices and the returns and those kinds of things. And so when we have those kinds of events that take place we need to be able to make adjustments within the plan so that we can still continue to be successful. And in the terms of the family and those kinds of things. And so that flexibility, I feel is important. The fifth thing is to have a plan that's relatively simple. Sometimes you make these plans so complicated that nobody can understand them. If you can't understand them, how can you manage them. And so within reason, we try to keep them relatively simple. And guess what the six item is, the six item is to minimize income tax and estate taxes. Income taxes and estate taxes, and that's often the very first goal you'll see from different folks of why they're doing business succession estate plans is minimizing taxes. We'll talk about that or estate taxes. So we'll talk about that a little later in the session and the estate tax is really not a problem today compared to what they were just 20 years ago. It's a hugely different ballgame we're in right now. So goal number one, we'll talk a little bit about this. Not a lot but parents are comfortable what their financial situation, they have enough disposable income. They have access to cash, maybe they need some retirement home costs, a source of living, a healthcare those kinds of things. There's lots and lots of tools that are around that can be used to help people trying to figure out how much income they may need looking down the road and into the future. Of course, they'll have some wages, perhaps social security how much income has to come from the farm could be the sale of the crops, livestock inventory the rent of machinery and or buildings and land or the sale of some of those assets depending upon all the ands and ifs and buts. So that's part of the process, Is there financial security in the business. A second thing that's very important is to figure out what the business profitability actually is. Not necessarily what happens on schedule F but what the actual profit of the business is. In order to do that in traditional agricultural accounting and so forth we have to have a beginning balance sheet dated as of the beginning of the year or the end of last year 12/31/20 is what we're working on now and when that final balance sheet, financial snapshot in time it gives us our inventories our prepaid or unpaid bills, all those kinds of things. There's some ratios we can calculate with from those working capital ratio, the debt to asset ratio, of course the overall farm net worth or business net worth, or combined net worth. The income statement is in between and the cash flow is how we get to the end of the year balance sheet, the cashflow meeting financial obligations. It's good, old fashioned hardcore record keeping, okay. It's worth as part of the management process the management and functions is to have good records. So we know what's going on in the business and we can make that as important and valid to know you internally but to have systems that you can communicate efficiently to outside people, you kind of know what's going on inside. I know that, I understand that, but to effectively communicate that to outside people, especially when you're talking about business succession and the next generation coming into the business, you know, what's the profitability. When I look at the savings and cash flows how's the cash flow work and so forth. And to, in order to really do that we have to have an ending balance sheet in order to see what the change in inventories are what the progress has been to accrual, the cash accounting. We're assuming that 99% of farms use cash accounting, which is true. It's just what goes through the checkbook. And then we make that accrual by adjusting the inventories by the changes in the beginning and ending inventories off the balance sheet to figure out what's really going on. It's very important to know what the business is doing from a financial standpoint, especially when it comes to a business succession and estate planning. What's the room, how much of the money is going to be available. What happens if mom and dad should pull money out of the business, but they're not contributing for maybe as much labor, those kinds of things. So it becomes very important. Next slide talks about the balance sheet we just talked about and, you know there's assets and liabilities on the balance sheet. I would like to break that into the short term assets and liabilities that need to match up to each other. Intermediate machinery and livestock long-term is land and buildings. And so we look at those items in the net worth of course, the duration, the assets and liabilities. Here's a picture of a balance sheet with the assets and liabilities kind of broke down. And also we have the personal assets and the personal liabilities separated from the farm assets. So we don't get confused in terms of where the profit or loss from the change in the balance sheet is from the farm versus the non-farm assets. A lot of balance sheets tend to mix those together. And we try to separate that apart we already know what's really going on within the business versus the retiring accounts. Business income statements, we do accrual adjusted income statements and now it looks to cash, revenue and expenses but it looks and change and the items from the balance sheet and then we'll pick those numbers off that balance sheet. So here's an income statement structure. Of course, these are all accrual values as adjusted by the balance sheet changed and inventory. We look at the gross revenues. In this example, you've got a million dollars reconfiguring operating expenses are 700,000 or 70%, depreciation expense, 8% or 80,000. The total operating expenses are 780. The operating margin then is 220,000. And then we'd look at the interest expense of 75. It gives a net farm income of 145 and they asked the return to the unpaid labor and the equity that we have in the business. And so this is just an example to show the kinds of things that we need to have in order to really know what the business is doing with the profit it yields it certainly helps in terms of making plans and going forward. If we look at some of these ratios there's your operating expense ratio depreciation. I entered the 75,000, 7.5% and you add those operating depreciation interest numbers together ends up what's left over those will add up to a 86. 87.5 80, what is it? 85.5%. What shall leave you with 14.5% net farm income and so we look at this sometimes to evaluate the farm's depreciation expenses. To analyze interest expenses to analyze or it's a back in the operating of the day-to-day operations of the business in terms of what's going on with the farm. The balance sheet is also important from the balance sheet we can do lots of working capital ratios, of course a debt to asset ratios. This example here, we've got a net worth of 2.5 million, 2.55 million. What's the problem on this farm if you look at this farm right off the bat? What's wrong with this? A lot dairy farms are in this situation some crop farms have this situation. My individual farm had this problem because I spent too much money on some capital items without borrowing it. And I got caught three or four years ago with it. So what the problem is here is looking at their working assets, okay? The working assets are the current assets with liabilities. The liabilities, the current liabilities are higher than the current assets and so they got debt to asset ratio if you will, within this current category of 120% you've got a negative capital ratio. I'm sorry. I was working in the current ratio is 0.83 which is dividing a 500, 600 into 500 is 0.83. The working capital is the ratio of what this $100,000 number is in relationship to the size of the business. So $1.2 million business they got a negative working capital of 100,000 going into divided by 100 1.2 million ends up being a negative 8% is the working capital ratio of course, like to have that positive and have a good working capital ratio. And I want to show you what happens if we just simply changed some things around. So we still got the $2.55 million net worth. What do we do? Restructure some debt. We took the working capital is now a positive 300,000. We stretched out some loans, you spread it out balance out the balance sheet so that we've got a debt to asset ratio on the current side, instead of being 120% it's now 40% with 300,000 300,000 is 25% of 1.2 million. And so that's a working capital of about 25%. That's an okay number. We get over 30, 35%. We feel really good. The current ratio, instead of being a negative or a 0.83 ends up being a 2.5 now and so this business debt structure is much better than what it was. These are some of the kinds of things we can look at and if we had a business in the first situation trying to go into a business succession estate planning cash flows will tell you things are not working. We need know why it got in that situation, but having some good information on the balance sheet and the ratios and financial performance will help us understand what that business is doing. So let's switch gears a little bit now and let's look at how does, how do you acquire use of property? How's the junior generation do that? well very simple they can buy it. They can rent it. They can have it given to them a while from somebody while they're alive, they can inherit it from their parents or from grandma or grandpa or from a friend. They can steal it. Okay. They can find it. Okay. And reality is the combination of the above. A lot of times we have a soft rent or a soft sale. So it's a combination of giving and buy, or giving and rent sometimes we have inherited those kinds of things. Stealing, I don't recommend that you might end up in jail those kinds of things. But sometimes we find it along the road. I walked along the road one time, found a $20 bill. I was just shocked, how could somebody lose a $20 bill? So anyways, how do you divest of property? Well, guess what? You sell it, you rent it to someone or rent it to someone else until it's wore out or you might give it away, low rent is a partial gift. You might destroy it, stolen from you or lose it or combinations of the above. And then the fifth one it's part of your estate. I guess I got out of word a little bit here in terms of how that I got there. The seventh one is they all have potential tax consequences. So I want to spend a little bit of time talking about those items in terms of what the tax consequences are. Stan I need to help you, have you help me watch the clock here? I know how much time you got left. We go to about 11.50 Is that correct? Okay. You spread out. Listen to that's. Okay. All right. So let's talk about these property transfer taxes. Okay. Of course, if we have a sale, well we have federal income tax and Michigan income tax, there's a gift. There's a potential federal gift tax with that and if we have an estate there's a potential estate tax on very large estates. Michigan no longer has an inheritance tax at one time we did. class one heirs, class two heirs is 2%. That was, that's been gone for 25 years now but we don't have a state tax in Michigan. There are some transfer taxes though on estate. When you move property around, there are some transfer taxes that you might have to pay. I want to talk a bit about basis. Okay. What is basis? Because that's important because we do get a step up in basis when stuff goes through the estate. And sometimes that make some differences in terms how we think about things. The basis is the cost of what you paid for it. Plus maybe some improvements minus what you've claimed for income tax depreciation or what was worth when you inherited. So when you inherit something, as it comes through the estate to you, it gets a step up in basis. There's some talk right now in Congress about not getting that step up in basis. That would be a big, big deal. If all of a sudden, if we have an estate and it passes to the heirs, but they don't get to step up in basis. That can be a big deal. If the assets are sold, the capital gains tax paid on a difference between the sale price and the basis. I'm thinking about land the long-term capital gains machine or the short-term capital gains. Current federal rate out long-term capital gains is 15%. And then it jumps to 20% on a high income. And of course, then the Michigan tax goes along with it. But I want you to understand that for married filing jointly for the 2020 rates, a federal capital gains rate is zero. Until we fill out the 15% already income tax bracket which is not quite exactly the same but that's about at $80,000. So the first 80,000 of taxable income that comes to you, if any of that is capital gains, it's free zero. Then it jumps to 15% for stuff above 80,000 up to 496,600 is at 15% and anything above that jumps up to 20%. And so the capital gains, everybody talks about the capital gains as being a big deal. It's nice, really I'd much rather pay capital gains and ordinary income tax because capital gains tax rates are lower than what ordinary income tax is. Let's look at an example here. Okay. We've got a 40 acre parcel of land. Say I paid $500 for it back in '74. The year I graduated high school today's value is about $4,000 an acre or 2000 acre times two is 160,000. Okay. And land's been selling for about $5,000 per acre in parts of the state. Okay. So this is our example. Okay. So what's the property worth? It's 40 acres times 5,000 would be 200,000, correct? The S.E.V value is 160 and we paid 20,000 for it back in '74. Okay. Widowed mother, she gives land to the daughter and the daughter then sells it. So she's a widowed mother. Okay. What are the taxes on that piece of property? Well, you got to think about a little bit. What was the value at dad's death? And he died 10 years ago. Well, if it was $3,500 per acre, times half of the estate half of that land rather, that would give a basis of 70,000 for that parcel. Plus mom's remaining basis was 20 acres times to 500. And so the total basis is 80,000 70,000 from dad's step up for the half. They had a joint tenancy by the entireties we'll talk about that later. Plus 20 acres from mom's is 80,000 basis. So if she sells it for 200,000 she would have $120,000 of long-term capital gains in that example. The daughter inherits, what happens if the daughter inherits the land after death of mother, and then sells it? What will be the taxes then? The answer is zero. Okay. Because she got a step up and basis to the fair market value. Fair market value is currently is 5,000 an acre. She sells it for 200,000, her income tax is zero for both Michigan and federal income taxes. Yeah. How do you transfer stuff? Well, there's different ways. You can do it with a contract. You can transfer it to death with a severance, a tenancy in common, a joint tenancy with rights of survivorship. And you can know, and the last one is probate law. These are listed here hierarchically, if you will. In other words, a contract trumps a tenancy in common a contract is like a life insurance policy. Life insurance policy is a contract that says the beneficiaries are my son and my daughter or my wife or whoever it might be. A tenancy in common, it goes to the heirs of those, of the individuals we've got some slides to talk about this a little bit. And a probate is if we don't have those other evidence of ownership we go to probate which includes the will and then the state law. So let's talk about the unified credit a little bit. The unified credit is what we use for income tax and estate, I'm Sorry. Unified credit is what we use for gift taxes and estate taxes. It's a single credit for both gift and estate taxes. Each person has one unified credit it's used to calculate the effective federal state and effective gift tax exemptions. Currently the credit is applied to both at the federal gift and tax has been that way ever since I've been around, I've been doing this for almost 40 years now or over 40 years and it hasn't changed during that time period. The credit used for gifts, if any is then not available to pay your federal estate taxes when you die. How much can each person transfer at a time of death without incurring a state tax liability? It's 11.7 million per person for 2021. So a married couple, the two of them combined can give 23.4 million of equity. That's through 2025. It's indexed for inflation and then under current law refers back to $5 million. So how much can a person transfer during their life time without incurring gift tax? The annual exclusion is $15,000 per giftee plus 11.7 million per person and 23.4 million for married couples. This concept is grossly misunderstood. You read it time and time and time again, everybody thinks you can't give more than $15,000 per person per year. That's absolutely wrong. Okay. If you do happen to give more than $15,000 per person per year, then you start dipping into 11.7 million of lifetime exemption. And this is extremely important as we think about different tools that we can use for business succession and estate planning in terms of family transfer of ownership, these kinds of things. Okay. And so time and time and time again I ask people and they don't get this right. How much can you give a year? Give anything you want to, okay. If you give over the $15,000 per person per year then you stat dipping into 11.7 million. If you give away 11.7 million and use up all exemption, then yeah. Then you'll have some estate taxes to pay and it's 40%, okay.I've only worked with maybe one person that that was a problem with all their 23 million I should say. Okay. And so most of us in today's farms we've got networks that are below those kinds of numbers. And so that's not a problem even though we've been very successful. So here's the trend over time in 1997 I'd been in exemption 15 years at that time. And it was 600,000 it's a fixed number. You can see what it's done over the years. Jumped up big time. I remember 2011. Oh my gosh. It's up to $5 million. Wow. That's huge. And then in '18 it jumped to 11 million, 11.1 8 million for each individual. Okay. It's been indexed for inflation under current law. It's going to go back down to 5 million. Of course, what that is allowed to Congress did to get it passed as it wasn't permanent type thing. And so there will be some congressional action on that I have yet to see it go down in any one year I'll be surprised if it does go down. When we get out to 2025 who knows what the political atmosphere will be more concerned about losing the step-up in basis than I am the federal exemption going down very much myself. Okay. So there's a gift tax return. It's a very simple return is a 709A for less than the annual exclusion amount or a 709 gift tax return. It's due April 15th. It's a very simple, here's the 2020 form. You just fill this out. Here's where your wife consent. I didn't even have to consent. Now the new form is the wife or spouse. The husband whoever's ready goes has to consent and sign to use up their exemption. There is the amount, the rest here, the balance carried forward. And you sign as simple as what it is. A lot of taxed persons don't like to sign it or use it. It's, I don't see why they don't it's another 50 bucks. They can charge you for another form to get your income tax done. So anyways, so here's some pointers, not use up the 11.7 million. Well, you can gift, you know, 15,000 per person. Married spouse can get an annual exemption. So 30,000 per year. So two married people two other married people can do 60,000 per year before it's trying to use any of this unified credit of 11.7 million. Children, grandchildren, spouses 60,000 for each set. Yeah. So the, the gifting and the gift tax is almost nonexistent. I haven't had anybody that's ever had to pay any kind of gift taxes in terms of their planning and so forth. It just the numbers are so big that but it's not talked about that way. And I want to make that point. So people understand that cause we started doing some soft sales machinery or on land. Those kinds of things is very significant in our business succession estate planning stuff. All these are available before we started getting in the 11.7 million. So that's where I'm at with my prepared presentation at this point in time. I don't know if we have questions or what the next step in the process is. So I'm through with my formal presentational part. - Great. Thank you, Roger. And just to remind you, if you do have questions there's the question and answer button at the bottom of your screen of your zoom window that you can type questions into and we'll take as many of those as we can. So jump early and do that, I'm going to share a poll as well. That give as people think about that question that they might want to ask. I am going to launch kind of a follow-up poll - We've got three more or two more sessions on this folks in terms of one's gonna be on withstand kind of taking the lead with it and how to get this thing rolling and how to have people talking. Cause that's a big hurdle with this program of trying to get business succession and farm situations done. Then the third session this afternoon, we'll talk, we'll build upon that and go into exact actual examples and in discussions on how to actually do it. - Okay. Good deal. Yeah. So you may have additional questions when we get to those future sessions too. Hopefully you'll be able to stick with us through those. So we'll have a break here from succession and myself and Craig Anderson will be doing a program on labor over the lunch hour. And then we'll be coming back again as Roger said this afternoon and hope that you'll be able to join us. Yes, we will be able to Jacqueline asked the question, Roger in the, is there somewhere we can rewatch this? Yeah, we'll have a, we are recording the sessions and we will be sharing that information out with anybody who's registered for the program for sure. And then we may repackage some of those for later as well but we just wanted to share that I am going to turn off the record.