Investments

Depending on who you are talking to, Private Equity is either the Great Satan or the savior of small and mid-market companies in the United States. The stories depend a lot on the personal experience of the speakers. Once a vehicle for high-risk investment plays in corporate takeovers (see Bryan Burrough’s Barbarians at the Gate,) Private Equity has morphed into tranches where specialists seek opportunities in everything from a Main Street entrepreneurship to multi-billion-dollar entities. What is Private Equity? The term itself is relatively generic. According to Pitchbook, there are currently 17,000 Private Equity Groups (or PEGs) operating in the US. The accepted business model for our purposes is a limited partnership that raises money to invest in closely held companies. The purpose is plain. Well-run private businesses typically produce a better return on investment than publicly traded entities. The current Price to Earnings (or PE – just to be a little more confusing) ratio of the S&P 500 is about 27.5. This is after a long bull market has raised stock prices considerably. The ratio is up 11.5% in the last year. That means the average stock currently returns 3.6% profit on its price. Of course, the profits are not usually distributed to the shareholders in their entirety. Compare that to the 18% to 25% return many PEGs promise their investors. It’s easy to see why they are a favorite of high net worth individuals, hedge funds and family offices. As the Private Equity industry has matured and diversified, they have even drawn investment from the usually more conservative government and union pension funds. Private Equity Types Among those 17,000 PEGs the types range from those who have billions in “dry powder” (investable capital,) to some who claim to know of investors who would probably put money into a good deal if asked. Of course, which type of PEG you are dealing with is important information for an owner considering an offer. private equity moneyThe “typical” PEG as most people know it has a fund for acquisitions. It may be their first, or it may be the latest of many funds they’ve raised. This fund invests in privately held businesses. Traditionally PEGs in the middle market space would only consider companies with a free cash flow of $1,000,000 or greater. That left a plethora of smaller businesses out of the game. For a dozen years I’ve been writing about the pending flood of exiting Boomers faced with a lack of willing and able buyers. I should have known better. Business abhors a vacuum. Searchfunders Faced with an overabundance of sellers and a dearth of capable buyers, Private Equity spawned a new model to take advantage of the market, the Searchfunders. These are typically younger individuals, many of whom graduated from one of the “EBA” (Entrepreneurship By Acquisition) programs now offered by almost two dozen business schools. These programs teach would-be entrepreneurs how to seek out capital, structure deals, and conduct due diligence. Some Searchfunders are “funded”, meaning they have investors putting up a stipend for their expenses. Others are “self-funded.” They find a deal, and then negotiate with investment funds to back them financially. Both PEGs and Searchfunders seek “platform” companies, those that have experienced management or sufficiently strong operational systems to absorb “add-on” or “tuck-in” acquisitions. The costs of a transaction have bumped many seasoned PEGs into $2,000,000 and up as a cash flow requirement. Searchfunders have happily moved into the $500,000 to $2,000,000 market. In the next article we’ll discuss how PEGs can promise returns that are far beyond the profitability of the businesses they buy.

Structured Installment Sales offer a fantastic solution to the tax issues surrounding the sale of business or property.  Approved by the IRS, a Section 453 Structured Installment Sale allows individuals to defer taxes, maximize the sale and secure their financial futures. Take a look at our brochure and visit our website for more information.  We look forward to helping you where and when appropriate.

Aging Property Owners with Passive Income Needs for Retirement At Safe Harbor Asset Management, we frequently receive inquiries from investors considered real estate-rich and cash-poor, who have locked up most of their wealth in assets like real estate that are difficult to convert into cash. Read More:  

Defer Taxes, Maximize the Sale, Secure the Financial Future…. Chad Ettmueller – JCR Settlements, LLC. What if you could offer your clients a way to sell their business, property or other appreciated asset and avoid immediate tax obligations while growing the net proceeds in an attractive, tax-deferred manner with future payments they design unique to their needs? If it seems too good to be true, you need to explore Structured Installment Sales (SIS).  Following approved IRS guidelines under IRC Section 453, Structured Installment Sales allow an individual the unique opportunity to defer their immediate tax obligation by placing a portion of their net proceeds into an annuity product with highly rated life insurance carriers. In so doing the Seller avoids constructive receipt of the funds and the IRS cannot tax them on that portion of the sale. Sellers can design a future payment schedule that meets their unique needs, realizing significant income growth through the investment (as high as 10% depending on the design), paying a deferred tax obligation in the future year(s) when annuity payment is received. The Seller will pay both a pro-rated Capital Gains tax (at the cap-gains rate in the year payment is received) and a pro-rated Ordinary Income tax on the interest earned. Traditional Installment Sales transact between the Buyer and the Seller and are wrought with risk, as the Seller is dependent on the creditworthiness of the Buyer and is hoping they will successfully make the future payments. A SIS changes everything, placing the creditworthiness of the life insurance company at the forefront of the transaction and allowing both parties to move forward without future risk. Moreover, as a result of the investment growth associated with the annuity, the Seller can quite often entertain offers that are lower than they have targeted, knowing the investment yield will more than make up for the difference. Combine that growth with the immediate tax savings on the portion placed into the annuity and the Structured Installment Sale offers a serious solution to many sales transactions. In fact, more and more savvy Buyers are making offers wherein they incorporate a SIS as part of their offer. As a result, they are able to offer the Seller (ultimately) more than asking price while securing the property or business at a discounted price, providing them more immediate operating capital to make necessary enhancements to the property or business. If all of this is not exciting enough, there are other highlights to the Structured Installment Sale: – Seller can defer first payment up to 40 years. – No investment minimums or maximums. – Include future payment schedules to match future needs, including monthly, quarterly, semi-annual or annual payments and    lump sums on identified future dates. – Index linked, market-based growth, with a guaranteed floor payment and uncapped growth based on market performance. – For use in the sale of businesses, real estate or appreciated asset collections (art collections, vintage vehicles, wine, etc.) – Backed by highly rated life insurance markets. SHOW ME THE MONEY Please take a look at the attached illustration for a real life example of how the product works and the type of income such a solution can produce.  The highlighted area on page 3 will show the projected yields.  Pages 5-6 will show the projected monthly income. As a quick example, a 51-year-old Seller in Florida sold his business for $25M. He placed $10M of the purchase into a Structured Installment Sale, saving approximately $1M in immediate tax obligations.  He deferred first payment 14 years, to his age 65, taking monthly payments for twenty (20) years thereafter. Based on the projected growth of the Indexed linked annuity, and back testing, all the way back to 2006, the Seller is projected to earn between $50.5 and $157M, with a projected median growth of $85.5M. These are jaw dropping numbers to say the least and illustrate the power of the product. KEY CONSIDERATIONS To comport with IRS guidelines, the payment schedule for any SIS must be incorporated into the Sales Agreement as an addendum to the sale. All parties must sign an assignment document, acknowledging the fact that all future payments are forthcoming from the life company, and not the Buyer. Payment for the annuity must go directly from the Buyer to the Life Insurance Company with whom the SIS is placed to avoid constructive receipt by the Seller. If funds are deposited into the Seller’s account, this will trigger constructive receipt in the eyes of the IRS and an immediate tax obligation will be required and a structured installment sale cannot take place. Depreciation Recapture cannot be placed into a SIS. All depreciation recapture must be recorded and appropriate taxes paid in the year of sale. Deposits of more than $5M into the SIS will trigger an IRS Interest Penalty on an annual basis. This penalty is nominal and an annual lump sum equal to the penalty amount can be established, through the future payment schedule of the annuity, to pay this obligation. Structured Installment Sales offer a remarkable advantage to all parties involved in a given transaction and should be considered in nearly every sale. There are no associated costs to establish a structured installment sale now, or in the future. However, such a sale must be coordinated by a licensed and appointed annuity advisor. JCR Settlements enjoys serving as a Gold Sponsor of XPX and looks forward to assisting you and your clients, as appropriate. Please do not hesitate to call or email with any questions or to request an investment illustration. Chad Ettmueller Senior Vice President JCR Settlements, LLC 770-886-7400 cettmueller@jcrsettlements.com

The third annual Virtual Angel Venture Fair featuring 34 companies, chosen by 80 judges, in such industries as biotechnology, consumer product, ecommerce, education, electronics, fintech, food, health care, medias, software and sports will present on Zoom next on the following mornings: June 28, 2022 from 10 a.m. to 1 p.m. EST (One Zoom link is for each day)  Virtual Angel Venture Fair   (Every attendee will get an electronic book) 27-Jun Presenting Company Presenter 10 a.m. to 10:15 a.m. OXbyEL Technologies, Inc. 10:15 a.m. to 10:30 a.m. Blind Tiger, LLC 10:30 a.m. to 10:45 a.m. Carmell Therapeutics 10:45 a.m. to 11:00 a.m. ChromaTan Inc. 11:15 a.m. to 11:30 a.m. Clarigent Health 11:30 a.m. to 11:45 a.m. Daysheets 11:45 a.m. to 12:00 p.m. DRSLINQ. 12:00 p.m. to 12:15 p.m. Drusolv Therapeutics 12:15 p.m. to 12:30 p.m. Endomedix, Inc. 12:30 p.m. to 12:45 p.m. envoyatHome, Inc. 12:45 p.m. to 1 p.m. Epilogue Systems, Inc 1 p.m. to 1:15 p.m. AeroPest 28-Jun Presenting Company Presenter 10 a.m. to 10:15 a.m. Ethicann Pharmaceuticals Inc., 10:15 a.m. to 10:30 a.m. ExpressCells 10:30 a.m. to 10:45 a.m. GoWell Benefits 10:45 a.m. to 11:00 a.m. iQure Pharma 11:15 a.m. to 11:30 a.m. Martell Diagnostics 11:30 a.m. to 11:45 a.m. Muse Engine 11:45 a.m. to 12:00 p.m. nicklpass 12:00 p.m. to 12:15 p.m. Nollapelli 12:15 p.m. to 12:30 p.m. Nuelehair LLC 12:30 p.m. to 12:45 p.m. Orthoforge, Inc. 12:45 p.m. to 1 p.m. WealthMore 1 p.m. to 1:15 p.m. seekQ 29-Jun Presenting Company Presenter 10 a.m. to 10:15 a.m. Pelex 10:15 a.m. to 10:30 a.m. Pneumeric, Inc. 10:30 a.m. to 10:45 a.m. Praktika.ai Company 10:45 a.m. to 11:00 a.m. Pure Blue Tech Inc. 11:15 a.m. to 11:30 a.m. Score Pharma 11:30 a.m. to 11:45 a.m. Papaya Tutor 11:45 a.m. to 12:00 p.m. Siva Therapeutics, Inc. 12:00 p.m. to 12:15 p.m. SkillMil Inc 12:15 p.m. to 12:30 p.m. Splntellx, Inc. 12:30 p.m. to 12:45 p.m. Vizulingo Inc. 12:45 p.m. to 1 p.m. PCI Global Inc.

Delighted to share an interview I recently conducted on the Commercial Real Estate Shark Eye Podcast. Where I take a deep dive into: My personal story, building my business in the early days on Long Island to developing my relationships in Manhattan. Market trends I’ve witnessed and what I foresee The impact of Global events Tax mitigation strategies I’ve used to preserve client assets The best practices to accumulate wealth How I advise/educate real estate, legal, tax, and business professionals The impact of Section 1031 Exchange on the economy

Great news! Your CPA has informed you, “you will make a lot of money through your real estate portfolio…the bad news, you will have to cut a fat check to the IRS; you’re getting killed on Capital Gains Taxes and Depreciation Recapture.” Sure, you’re familiar with the 1031 Exchange Tax Code. You are at the point in your life where you just want to unload your real estate and get out of the business of “Tenants, Toilet’s, and Trash.” Your really do not want to buy other real estate that will have to be managed in order to satisfy the 1031 Exchange requirements. You do not want to repeat the cycle for the sake of avoiding the tax bill. So, what are you to do? The Delaware Statutory Trust (DST) may be the golden ticket that you are looking for. It permits fractional ownership where multiple investors can share ownership in a single property or a portfolio of properties, which qualifies as replacement property as part of an investor’s 1031 Exchange transaction. Key Benefits: No management responsibilities Access to Institutional-Quality property Limited personal liability Lower minimum investments Diversification Estate Planning Insurance policy Eliminate Boot Swap until you drop You can have access to a fully vetted, investment-grade real estate alternative. As a Registered Investment Advisor, not a Broker-Dealer, our process makes for a simple and straightforward 1031 Exchange as well as a less costly one. Now take the trip, make those plans, and do the things you’ve wanted to do. To calculate your property’s replacement value and to view available Investment Grade Properties, visit our site www.investsafeharbor.com   *Must be an accredited investor. Past performance is no guarantee of future returns. Investing involves risk and possible loss of principal capital. No advice may be rendered by Safe Harbor Asset Management, Inc. unless a client service agreement is in place.  

By: A.J. Fusco and Sam Shikiar, CFA   The price of nearly every consumer good is up, and the dollar is worth less than a few months ago. We are in a time of significant inflation. We feel the impact in everyday purchases, but should we be thinking about our investments and inflation’s impact on them? To help answer this question our friends A.J. Fusco and Sam Shikiar, CFA, of Shikiar Asset Management in New York City, offer guidance on working with investments through these tough economic times. Click

A valuable asset with guaranteed income without paying a dime After reading the headline, you might be asking yourself — “How can I really afford a million-dollar, multi-family property without paying anything?” With the help of Wallace Capital Funding, LLC, one client was able to make it into a reality. However, he first needed to guarantee his own financing so we could then use the Business Funding Analysis (BFA). This client originally owned ten single family homes in the Birmingham area but wanted to own his first multi-family property. The type property of interest was a rarity. With 36 apartment units, the whole property had a HAP Contract, was classified under Section 8 housing, which guaranteed our client would get monthly income directly from the government. It is like buying a business with guaranteed income. Vacancy rates are also much lower for those investing in Section 8 properties. This is because renters are more likely to stay and renew year after year. And in many markets, Section 8 properties attract a long waiting list of interested tenants. We have established how great this opportunity is but how do you get into a property with no money down? The first step is to determine if you and your business can qualify for additional funds using the BFA. If you don’t remember from our last

After a powerful advance last year, the stock market has started 2022 on a down note. Between elevated inflation, heightened volatility and the Federal Reserve’s more hawkish stance, where could markets go from here? If we can’t expect another 20%-plus gain, what can we look forward to? And what kinds of businesses have the right set of traits to help them prosper in today’s environment?   Please join me for a strategic discussion covering the markets and some of Capital Group Private Client Services’ perspectives for long-term investors. Click the link below to learn more and register.

The foundation of our practice has always been centered around four guiding principles: access, advice, guidance and service. Today we are excited to announce our expanded team, SageView Partners. Our partnership will not only enhance our resources, but also enrich the experience we offer our clients every day. We are confident our new collaboration will help us serve you better than ever, with comprehensive advice tailored to helping you pursue the goals that matter most to you. We look forward to the opportunity for you to meet our new teammates and invite you to visit our website, where you can learn more about our team. Our team   Jeffrey L. Hogue, CFP®, CEPA® Senior Vice President–Wealth Management Wealth Advisor Portfolio Manager 352-745-7443 Team-Announcement-Gainesville-Tampa

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What is your goal for your business? As fractional CFOs, when we first meet with our clients, this is among the first questions we ask. Your goals will inform much of our work supporting your company – whether we focus on preparing you for a near-future exit or growing and building the value of your business over time. This is what makes our fractional CFOs – many of whom are also CEPAs – a vital (and often missing) piece of the exit planning puzzle. Many business owners enlist exit planning experts as they approach the exit process, bringing in an army of resources to make the most out of what has already been built. A fractional CFO, however, becomes embedded in your business over time and, in the process, comes to serve as a value growth advisor – a financial expert who can help you 

ROBS – or use funds from their existing personal 401(k) or other retirement accounts as capital for buying a business.   In addition to creating cash flow and minimizing the use of debt, ROBS are an attractive source of funds unlocking value from an individual’s retirement savings to fund a business, what are the tax advantages that make considering a ROBS strategy worthwhile?  First, there is the aspect of tax deferral. Financing through ROBS avoids the early withdrawal penalty normally incurred when funds are withdrawn from retirement savings prior to retirement. When you use the capital from your 401(k) to fund a new income taxes or penalties, more money is available to go into the business, thus maximizing your available capital.  In addition to increasing capital efficiency, you avoid loan obligations because ROBS is not a debt product. It’s simply accessing the equity you already have built up in your retirement plan, so there’s no monthly repayments or interest like you would incur with a loan.  Accessing Business Capital Through ROBS  Here are some points to remember about how the flow of money works when using a ROBS strategy:  The new business entity to be funded must specifically be established as a C-Corp.  After a new 401(k) or profit-sharing plan is the business advisory space and how to implement a ROBS strategy. For a consultation on your business plans and objectives, please contact us at 770.740.0797 or email info2@SJGorowitz.com. 

As a small business owner, your instinct might tell you to seize every opportunity that knocks on your door. Let’s face it: saying yes can be a thrilling ride into new ventures. Sometimes, you need to remind yourself of your organizational Sweet Spot.  Does your team have the bandwidth, the people power, and the infrastructure to take it on? Sometimes, saying no is not just the better option; it’s a powerhouse move that aligns your business with your growth goal. Here’s the lowdown on when, how, and why flexing your “no” muscle is your smartest play. The Unmanageable Yes When you’re overcommitted and under-resourced, every additional yes is like adding more weight to an already overstretched team. If saying yes means sacrificing the quality of your work, spreading your resources thin, or burning out your team, then it’s time for a firm, resolute “no.” Remember, quality over quantity isn’t just a great saying – it’s the golden rule for sustainable growth. The Misaligned Opportunity Some opportunities seem golden on the surface, but they won’t help you achieve your business mission, vision, or values. Listen up: Your business is your compass; every decision should steer you to your true north. If it doesn’t fit, say no. It’s not just about avoiding the wrong turn; it’s about staying true to your course and your team’s potential. The Power of Prioritization Here’s a reality check—you can’t do it all. When you say no to less important things, you say yes to more focus, energy, and time for what truly matters. Embrace the art of prioritization because knowing what to decline is as vital as knowing what to pursue. Make your yes count! Cultivating Respect Saying no isn’t just about protecting your time and energy; it’s about setting boundaries. Assertiveness isn’t rude; it’s a sign of respect – for yourself, your team, and your business’s vision. When you respect your limits, others will follow suit. It signals to the world that your time, team, and resources are valuable. Conclusion Saying no is a tough decision. It’s not a negative judgment; it’s a selective choice. Think of the word no as a complete sentence and a powerful tool to guide your business to where it truly belongs. So, the next time you’re faced with a request that doesn’t feel right, plant your feet, take a deep breath, and remember that saying no is not just okay—it’s essential for your business’s health and ongoing success.   Do you need to get in your Owner Sweet Spot?

GAAP traps often occur when a business owner sells a company to a third party. The transaction is commonly memorialized by a Purchase Agreement. That agreement contains certain representations (or “reps”) and warranties. Some of these are common sense and should pose no problem to someone who has operated a good business. The Accounts Receivable represent money that is actually owed to the company. Taxes have been filed on a timely basis. The seller doesn’t know of any pending litigation. The owner has the right and authority to enter into a sale agreement. There is one, however, that is frequently required by attorneys who don’t understand privately held business, and agreed to by owners and their attorneys who don’t understand what they are guaranteeing. They are Generally Accepted Accounting Principles, or GAAP. What is GAAP? To start, the term “Generally Accepted” is misleading. It could easily be interpreted as “what everyone typically does.” Nothing could be further from the truth. GAAP is determined by two organizations, the Financial Accounting Standards Board (FASB) and the Securities and Exchange Commission (SEC). Per I

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