2013 CEO Strategy Summit Master - Nelson Mullins Riley ......$1,000,000 $1,500,000 $2,000,000...
Transcript of 2013 CEO Strategy Summit Master - Nelson Mullins Riley ......$1,000,000 $1,500,000 $2,000,000...
2013 CEO Strategy Summit®
®
2013 CEO Strategy Summit®
®
How Much Are You Really Paying?The Hidden Costs of Investment Management
by Robert M. Balentine
ROBERT M. BALENTINECHAIRMAN & CEO
Robert Balentine is Chairman and Chief Executive Officer of Balentine, a leading provider of investment services for private clients, foundations and endowments. He is a member of Balentine’s Management Committee and Investment Strategy Team, and is a 33-year Wall Street veteran.
$1,000,000
$1,500,000
$2,000,000
$2,500,000
$3,000,000
$3,500,000
$4,000,000
0 5 10 15 20Year
Long-Term Impact of Fees On Investment Returns
Saving 50 basis points per year on costs adds an additional $346,000 to the value of the portfolio
Ending Value
$3,523,645
* Growth of $1,000,000 portfolio with 7.0% net annual returns.
Registered Investment
Advisor (RIA)
Broker /Dealer
Money Manager Financial Planner
ConsultantOutsourced Chief
InvestmentOfficer (OCIO)
Multi-Family Office
Bank / Trust Company
Types of Financial Advisors
Wall Street’s “Moral Hazard”
Suitability
Fiduciary
Sources of Revenue for Financial Firms
Management / Advisory Fees
Spread & Markups
Margin Interest
Lending Client Securities
Commissions
ProductFees
Spreads
Anatomy of a Stock Transaction
ABC Corp. Shares
BID ASK50 50 ¼
Purchase of 1000 Shares = $50,125
Spread = $125 Sale of 1000 Shares = $50,250
Less $100 (10¢ Per Share)Commission
Plus $100 (10¢ Per Share)Commission
Total Proceeds= $50,025
Total Purchase= $50,350
Euros to Dollars
Spread 1.6
Example: Currency Pairs
EURUSD
USDJPY
GPBUSD
USDQAR
USDMXN
USDRUB
HIGHER VOLUME / HIGH LIQUIDITY LOWER VOLUME / LOW LIQUIDITY
Dollars to Yen
Spread 1.9
Pounds to Dollars
Spread 2.3
Dollars to Riyals
Spread 15
Dollars to Pesos
Spread 55
Dollars to Rubles
Spread 225
Spreads - the gap between bid and ask prices - are higher in markets with less buyers. The FOREX market is an excellent example .
* Spreads measured in PIPs (Points in Percentage). Listed rates via Citibank.
Fixed Income Spreads
High-Yield
Municipal
Corporate
Agency
Treasury
• Class D• Class C
• Class B• Class A
Charges a front-end load (commission) deducted from your initial investment
Charges a fee on redemption;
fee decreases the longer the investor holds
the fund
Hybrid of A,B and C shares;
setup varies from fund to
fund
Charges “level load” fees –fees are deducted per annum
Classes of Mutual Fund Shares
Example: Washington Mutual Investors Fund
Washington Mutual Investors Fund
Class A Shares Class B Shares Class C Shares
Ticker AWSHX WSHBX WSHCX
Expense Ratio 0.62 1.38 1.42
Front-End Load 5.75 0.00 0.00
Back-End Load 0.00 5.00 1.00
12b-1 Fee 0.24 1.00 1.00
0%
25%
50%
75%
100%
DomesticEquity
Real Estate InternationalStocks
EmergingMarkets
Hi-YieldBonds
MunicipalBonds
GovernmentBonds
32%
17%
26%
16%
5%
17%
6%
The Failure of Active ManagementPercent of all funds in category that outperformed the category’s index
For 5-year period ending June 2012. Source: Standard & Poor’s SPIVA
Not All ETFs are Created Equally
IAUiShares Gold
Trust
GLDSPDR Gold
Shares
Net Expense
Ratio0.25% 0.40%
Hedge Fund Fees
Management Fee
Performance Fee
Percent of the fund’s Net Asset Value (NAV), generally 1% to 2% annually
Generally 20% of the fund’s annual profits
Three Things You Can (And Need To) Do Now
#1 Follow The Money Demand full transparency and disclosure of “all-
in” costs. Identify potential conflicts of interest.
Three Things You Can (And Need To) Do Now
#2 Avoid the “Muddy Middle”Consider passive / index investments in highly
efficient markets; don’t pay active manager fees
for index returns.
Three Things You Can (And Need To) Do Now
#3 Trust But VerifyUse SEC.gov and FINRA CRD to perform due
diligence on RIA’s and broker-dealers
respectively.
Q&A Session
How Much Are You Really Paying?The Hidden Costs of Investment Management
by Robert M. Balentine
2013 CEO Strategy Summit®
®
IntroductionAndy Mason
Personal:
Co-founder of VRA Partners, LLC
Formerly Managing Director at SunTrust Robinson Humphrey
Auburn University, Emory University (MBA)
Vistage member since 2007
Company:
Provides M&A Advisory & Capital Raising services
Focus on middle-market companies
Five founders with over 100 years of collective experience
Principals completed over 500 transactions
February 6, 2013
2013 CEO Strategy Summit
Can Private Equity Help You Achieve Your Business Objectives?
IntroductionAndy Mason
Personal:
Co-founder of VRA Partners, LLC
Formerly Managing Director at SunTrust Robinson Humphrey
Auburn University, Emory University (MBA)
Vistage member since 2007
Company:
Provides M&A Advisory & Capital Raising services
Focus on middle-market companies
Five founders with over 100 years of collective experience
Principals completed over 500 transactions
IntroductionMike Mondelli
Personal:
Co-founder & CEO of L2C, Inc.
Formerly First Vice President at Morgan Keegan.
University of the South, Georgia State University (MBA).
Vistage member since 2007.
Company:
L2C pioneered the use of alternative data for credit scoring andanalytics solutions.
Identifies creditworthy customers among the millions of peoplewith little or no credit history; complementary to major Bureaus.
Founded in March of 2000.
Raised two rounds of VC financing in 2010 and 2012.
IntroductionKen Goins
Personal:
CEO of Brightwell Payments
Formerly CEO of Prommis Solutions, INFO1, & Caredata.com
University of South Carolina, CPA
Partnered with private equity to acquire Brightwell Payments
Company:
Offers prepaid solutions for corporations & consumers
Prepaid cards for payroll, general purpose reloadable & corporaterewards, incentives and promotions
Founded in 2001
Acquired by Navigation Capital Partners in 2009
Why Private Equity?
• Capital to fund a specific growth initiative.
• Capital to fund losses during period of high growth and internal investment.
• Capital for shareholder liquidity.
• Capital to fund acquisition(s).
• Board level strategic guidance.
• Other capabilities (financing, recruiting, financial analysis, market analysis, project feasibility analysis, guidance with legal issues, exit timing).
• “Credibility” at exit.
Private Equity Funds Raised($ in billions)
$89
$135
$204
$266 $252
$145
$51
$100 $113
$0
$50
$100
$150
$200
$250
$300
2004 2005 2006 2007 2008 2009 2010 2011 2012
Source: Pitchbook
Private Equity “Overhang”($ in billions)
$43
$64
$51
$26
$71
$93
$428
$501 $481
$433
$373$348
$0
$100
$200
$300
$400
$500
$600
$0
$10
$20
$30
$40
$50
$60
$70
$80
$90
$100
2007 2008 2009 2010 2011 2012
Cum
ulative Overhang
Cur
rent
Ove
rhan
g by
Vin
tage
Yea
r
Current Overhang Cumulative Overhang
Source: Pitchbook
L2C, Inc.History & Background
• Company co-founded by Mike Mondelli in March of 2000. Initial start-up funding from founders and friends.
• Simultaneously recognized the emergence and availability of new types of “alternative” consumer data, and a lack of traditional Credit Bureau data on millions of potentially creditworthy consumers.
• In September 2001, Link2Cell, a credit scoring solution targeting wireless carriers was introduced. This solution allowed carriers to approve more customers, or to reduce or eliminate previously required up-front deposits.
• In 2006, Link2Credit was introduced to address the much larger and growing financial services markets, including credit card companies and lenders.
• In 2007, L2C signed its first Credit Bureau reseller agreement with TransUnion.
• In 2010, raised first round of venture capital from QED Investors in order to fund growth and expansion.
• In 2012, raised second round of venture capital from Core Innovation Capital in order to fund internal data development and Big Data strategy.
Brightwell PaymentsHistory & Background
• Company founded in 2001 as Prepaid Solutions, Inc.
• In 2009, Ken Goins identified the sector as an attractive one
• In 2009, Ken partnered with Navigation Capital Partners (NCP) to help in identifying, underwriting and funding prospective acquisitions.
• In 2009, acquired Prepaid Solutions (renamed Brightwell Payments) as a “platform” for further acquisitions in the sector.
• In 2010, completed first complementary acquisition, Advance Paycard Systems.
• In 2012, completed second acquisition, Directo, Inc.
• NCP and Management have continued to fund growth and acquisitions of the company with subsequent capital contributions.
Brightwell PaymentsCompany Description
• International prepaid card program manager– Payroll cards
• OceanPay International maritime payroll • Powercash Domestic payroll
– General Purpose Reloadable (GPR) cards– Loyalty, Award, and Promotion (LAP) cards
• Manage card issuer, processor, compliance, plastics & fulfillments to create turnkey program for clients
• Create, manage & implement middleware technology• 250+ card programs• Approximately $.5B loaded annually• Clients include Norwegian Cruise Line, Crystal Cruises, Disney Vacation Club, Whole
Foods, Goodwill Industries, Microsoft, Rent.com, Coca-Cola• Prepaid cardholder benefits:
– No credit check or bank account required– Prestige of network branded card– Save time & money– Increased security– Ease of use & convenience features– Only spend what is loaded to the card, unlike credit cards
Audience Q&A
Panelist Q&A
Andy Mason
VRA Partners
Mike Mondelli
L2C, Inc.
Ken Goins
Brightwell Payments
2013 CEO Strategy Summit®
®
LEADERSHIP.
Vistage CEO Confidence Index, Q4 2012
Vistage CEO Confidence Index
For internal use only. ©2009 Vistage International. All rights reserved. 41
Vistage Confidence Index and Year-to-Year Changes In GDP
GDP
Confidence
GDP
Vistage Employment Expectations Index and Year-to-Year Changes In Employment
Employment
Employment Expectations
Employment(Y-Y %Change)
Q4 2012 Highlights (Survey of 1,601 CEOs of Small and Medium Sized Businesses, December10-19 2012)
63% of CEOs anticipated revenue growth, down from 73% last year.
49% of CEOs expected increased profits, down from 52% last quarter and 55% last year.
35% of CEOs reported improving economic conditions, down from 60% at the start of 2012.
Planned hiring fell to 45% in the fourth quarter of 2012, down from 55% in the fourth quarter of 2011.
For internal use only. ©2011 Vistage International. All rights reserved. 44
Vistage CEO Confidence Index
U.S. Georgia
Economy will improve in next year 26% 26%
Expect increase in revenues 63% 68%
Expect increase in profits 49% 51%
Plan to hire in next 12 months 45% 55%
Small Business CEOs surveyed: United States—1,601 State - 53
For internal use only. ©2011 Vistage International. All rights reserved. 45
Vistage CEO Confidence Index
Vistage Atlanta
• Vistage In Atlanta:475 Members (>10% from last year)•260 CE Members in 18 Groups•130 Key/Vistage Inside in 11 Groups•85 TA Members in 8 Groups
14 Chairs
For internal use only. ©2009 Vistage International. All rights reserved. 46
2013 CEO Strategy Summit®
®
Patrick A. Ungashick• CEO of White Horse Advisors, LLC
• Business Owners• Investment Committees• Consumer Investors
• 20+ years in the field of exit planning• Author of Dance in the End Zone• Vistage member and speaker• Graduate of Georgetown University
February 7, 2013WWW.WHITEHORSEADVISORS.COM
TheseRemaining5 Years
Patrick A. Ungashick
7 to 10
2008 White Horse Advisors Exit Planning Survey.444 CEOs/owners responded. 4.5% margin of error.
Percent of Business Owners by Age Who Want to Exit within the Next Ten Years
“5 Years” May be Shorter, or Longer
• Others may put you into play
• Market conditions may be disadvantageous
• Change happens: health, happiness, profits,customers, technology, goals, interests, etc.
These Remaining Five Years
Time Waits for Nobody
• 5 years equals 60 months
Time Waits for Nobody
• 5 years equals 60 months
• 90 days from today, you will have 5% less timeremaining to prepare
Time Waits for Nobody
• 5 years equals 60 months
• 90 days from today, you will have 5% less timeremaining to prepare
• Estimated 1500 hours to get ready for exit(300 hours per year…6.25 hours per week)*
* The Monarch Group, 2011
12 Issues that Cannot Wait
1. Considering tax implications of operating entity(ies)
These Remaining Five Years
12 Issues that Cannot Wait
1. Considering tax implications of operating entity(ies)
2. Developing intellectual property
These Remaining Five Years
12 Issues that Cannot Wait
1. Considering tax implications of operating entity(ies)
2. Developing intellectual property
3. Reducing customer concentration
These Remaining Five Years
12 Issues that Cannot Wait
1. Considering tax implications of operating entity(ies)
2. Developing intellectual property
3. Reducing customer concentration
4. Achieving (and documenting) strong customerloyalty and retention
These Remaining Five Years
12 Issues that Cannot Wait
1. Considering tax implications of operating entity(ies)
2. Developing intellectual property
3. Reducing customer concentration
4. Achieving (and documenting) strong customerloyalty and retention
5. Eliminating dependency on Owner Employee(s)
These Remaining Five Years
12 Issues that Cannot Wait
1. Considering tax implications of operating entity(ies)
2. Developing intellectual property
3. Reducing customer concentration
4. Achieving (and documenting) strong customerloyalty and retention
5. Eliminating dependency on Owner Employee(s)
6. Cleaning up and auditing financialstatements
These Remaining Five Years
12 Issues that Cannot Wait
7. Normalizing earnings
These Remaining Five Years
12 Issues that Cannot Wait
7. Normalizing earnings
8. Tracking how big you have to grow to get what youwant to net
These Remaining Five Years
12 Issues that Cannot Wait
7. Normalizing earnings
8. Tracking how big you have to grow it to get whatyou want to net
9. Hiring, developing and incentivizing your team
These Remaining Five Years
12 Issues that Cannot Wait
7. Normalizing earnings
8. Tracking how big you have to grow it to get whatyou want to net
9. Hiring, developing and incentivizing your team
10.Growing profits and market share
These Remaining Five Years
12 Issues that Cannot Wait
7. Normalizing earnings
8. Tracking how big you have to grow it to get whatyou want to net
9. Hiring, developing and incentivizing your team
10.Growing profits and market share
11.Building barriers to competition
These Remaining Five Years
12 Issues that Cannot Wait
7. Normalizing earnings
8. Tracking how big you have to grow it to get whatyou want to net
9. Hiring, developing and incentivizing your team
10.Growing profits and market share
11.Building barriers to competition
12.Aligning co owners’ goals
These Remaining Five Years
Questions that Should Not Wait
• “What will be my life after exit?”
These Remaining Five Years
Questions that Should Not Wait
• “What will be my life after exit?”
• “How will I take care of my top people?”
These Remaining Five Years
Questions that Should Not Wait
• “What will be my life after exit?”
• “How will I take care of my top people?”
• “Are we ready for a surprise buyer?”
These Remaining Five Years
Questions that Should Not Wait
• “What will be my life after exit?”
• “How will I take care of my top people?”
• “Are we ready for a surprise buyer?”
• “Are our decisions creating value in the companythat somebody will pay for?”
These Remaining Five Years
Questions that Should Not Wait
• “What will be my life after exit?”
• “How will I take care of my top people?”
• “Are we ready for a surprise buyer?”
• “Are our decisions creating value in the companythat somebody will pay for?”
• “Are we co owners on the same page?”
These Remaining Five Years
Questions that Should Not Wait
• “What will be my life after exit?”
• “How will I take care of my top people?”
• “Are we ready for a surprise buyer?”
• “Are our decisions creating value in the companythat somebody will pay for?”
• “Are we co owners on the same page?”
• “How can I reduce financial dependencyon the business before my exit?”
These Remaining Five Years
Resources
• Exit Planning Scorecard
• www.theseremainingfiveyears.com
– Coming Soon!
These Remaining Five Years
Patrick Ungashick, CEOWhite Horse Advisors, LLC
www.whitehorseadvisors.com678.322.3000
2013 CEO Strategy Summit®
®
Charlie Crawford
Experience
Education
Community Involvement
Business Lending after the Election
Presented byCharlie Crawford
Overview
• State of Banking Industry• State of Mortgage Industry• Regulatory Environment • Recent Credit Extensions• Summary• Tips When Requesting a Loan
Banking in Georgia
Bank Failures in Georgia
In 2010 In 2011 In 2012
National Trend
Signs of Stabilization
Signs of Stabilization
Unbalanced Growth
Deposit Growth vs. Loan Growth
Deposit Growth
Loan Growth
Net Interest Margin
• How low will it go?
Industry Warming up to Technology
• Mobile Deposit– High rate of adoption
• Mobile Payments– Slower to move
Economic Outlook
Regulatory Environment
• Dodd-Frank Act is over 2 years old– Still a work in progress (60% of the rules completed)
• Basel III and “Too Big to Fail”– Expect additional debates
• Housing Finance Reform
Recent Bank Credits
• $500,000 Permanent Working Capital for food distribution business– SBA 7 A loan– Prime plus 2.00% floating
Recent Bank Credits
• $2,500,000 SBA 504 construction/perm loan to open new restaurant in Midtown Atlanta– Fixed rate of 5.25% for first five years; then re-adjusting
every 5 years thereafter. 25 year fully amortizing term.
Recent Bank Credits
• $1,680,000 Term loan to refinance for gas stations/convenience stores– 6.00% fixed for 5 years
Recent Bank Credits
• $3,770,000 term loan to acquire 212 unit apartment complex.– Prime plus 1% floating with a floor of 4.25%
Recent Bank Credits
• $400,000 Line of credit for RE investment purposes– Prime plus 0.75%
Mortgage Update
• Number of homes listed for sale at the end of 2012 stood at the lowest level in more than five years
Mortgage Update
Mortgage Update
• Progress is being made by mortgage lenders and servicers to help Georgians keep their homes
Recent Mortgage Credits
• $814,500 5/1 Jumbo ARM – 2.875% Interest Rate
Recent Mortgage Credits
• $750,000 Financing at the Sovereign– Non Warrantable, mixed use
building– Purchase – 80% CLTV
Summary
• Disconnect between supply and demand of loans– Borrowers appetite for loans is less– Banks appetite for risk is less
• Banks want to lend
Tips on requesting a loan
• Find a bank that fits you
• Plan to establish a full banking relationship
• Clearly articulate your need
• Come prepared with full financial information
• Be prepared to offer collateral
• Plan to give your personal guaranty
What borrowing may look like for you today
• Healthy banks want / need to make more loans• Expect to have more equity in your transaction and
an emphasis on multiple sources of repayment• You will be rewarded if you are willing to establish
a relationship beyond the loan transaction
Questions?
Presented byCharlie Crawford
2013 CEO Strategy Summit®
®
Nelson MullinsFounded in 1897Among the largest U.S. law firmsMore than 470 attorneysOffices in 13 citiesMore than 45 practices – litigation& corporate
Rhys [email protected]
Co-Leader of the Firm's National Mergers & Acquisitions GroupSelected by peers as a Georgia Super Lawyer® in M&AMember, Vistage 155 (1996 - )Former Senior Executive of a Private Equity Firm and President of a Staffing Firm
EducationLL.M. in Taxation 1985 Emory School of Law J.D. 1979 cum laudeUniversity of Georgia School of LawA.B. 1976 cum laudeDuke University
Practice AreasMergers & AcquisitionsPrivate CompaniesTaxation Venture Capital & Private Equity
Death & Taxes:the Post-Election Outlook
for Income and Estate Taxes
Rhys T. Wilson, Esq.Nelson Mullins Riley & Scarborough LLP
201 17th Street, N.W., Suite 1700Atlanta, GA 30363
Phone: [email protected]
www.NelsonMullins.com/RhysWilson
American Taxpayer Relief Act of 2012 (the "New Tax Act")
Post-Election Surprise!
Congress did NOT "kick the can down the road"Lame Duck Congress did something!Act passed on Jan. 2; signed into law Jan. 3What does this mean for you?What does this mean for business owners
looking to sell their business?
Before the New Tax ActFederal Estate & Gift Taxes
($ in Millions) 2012 2013+Estate & Gift Tax Rate(Top Marginal Rate) 35% 55%
Life-Time Exclusion(for Gifts) $5.1 $1.0
Estate Tax Credit(*Carryover b/n spouses) $5.1* $1.0
40%
$5.1
$5.1*
After
2012 Window Extended!Estate & Gift Tax Exclusion
($ in Millions) EstateTax
GiftTax
Life-Time Exclusion(for Gifts & Bequests) $5.1 $5.1
If Married, Can Combine with Spouse $10.2 $10.2
Talk to Your Advisers About Estate and Business Succession Planning Opportunities
2012, 2013 & BeyondOrdinary Income Tax Rates
2012Taxable Income over $388,350 35%State of Georgia Income Tax Rate 6%Federal & State Top Rate 41%
39.6%2013+
6.0%
45.6%
New Top Rate Added
$450,000*
(TI > $450K*)
Other Tax Increases Medicare Surtax (per 2010 Health Care Law)• 0.9% surtax (on top of 1.45%) on wages
and self-employment income > $250,000*Cutback in itemized deductions• Reduced by 3% of AGI over $300,000*• Cap on cutback of 80% of total deductions,
and some exemptions Can effectively add over 1% to top rate.
Also New for 2013+
Other Tax Increases Loss of personal exemptions• Adds as much as 1% per lost exemption• Phase-out starts at $300K* of AGI • Exemptions disappear once AGI exceeds
$422K*Net Effect of these other tax increases? Almost everyone with AGI >$250K gets a federal tax increase in 2013 and beyond.
Also New for 2013+
2012, 2013 & BeyondDividend & Cap Gains Rates
Before New Tax Act 2012 2013+New Top Income Tax Rate 35% 39.6%
Long-Term Capital Gains 15% 20.0%
Qualified Dividends 15% 39.6%
(TI > $450K*)
(TI > $450K*)
(TI > $450K*) 20.0%
After
Unearned Income Medicare Tax 3.8% surtax on the lesser of "net
investment income" or excess of AGI over $250,000* (per 2010 Health Care Law)Includes Capital Gains & Dividends• Raises new 20% top rate to 23.8%Generally will not apply to S corporation stock or LLC interest sales or distributions• But must be an "active business"
New for 2013+
Top Rates Differ Top Income Tax Rate for C Corporations did not change = 35%Owners of LLCs and S Corporations paytax on business income at their ordinary income rates (top rate = 39.6%)Thinking about converting from S Corp. to C Corp. to save difference?Don't do it – if you plan to sell!
Also New for 2013
Exit Planning: Rule #1
Goodwill (for Tax Purposes)Amortized (deducted) over 15 yearsBut only if Assets Purchased(or "Deemed Purchased" for Tax Purposes)
If Stock Purchased, Purchase Price all allocated to Tax Basis of Stock
*R. Wilson, Why Buyers Prefer Taxable Asset Purchases and What this Means for Your M&A Transaction (Amazon.com 2012).
Buyers Prefer Asset Deals*
Asset Sale (Seller)
If Seller is an S CorporationNo Corporate Level Taxwith some exceptions (e.g., built-in gains)
Shareholders pay tax on long-term capital gains (FMV of assets less tax bases of assets)
with some exceptions (e.g., A/R & Inventory)Total 2012 tax rate (in GA) = 21%In 2013+, Total Tax Rate = 26%
Taxes Depend on Tax Status
Asset Sale (Seller)If Seller is a C Corporation
Train Wreck!Company pays taxes on sale,
but No Corporate Capital Gains RateCompany pays 35% federal + state (41%)
Shareholders pay tax on any distributions of the sale proceeds at dividend ratesTotal Tax Rate = 58.6%!Even if Stock Sale, Rate = 29.8%
Taxes Depend on Tax Status
C Corporation?
Check Eligibility (Arcane Rules)No Entity (except some Trusts) or Foreign Owners
Company Taxable on Built-In Gains for only 5 Years
Current FMV of Assets Minus Tax BasisConvert now (start 5 years running)
All Future Appreciation under S Corp. RulesPotentially Huge Tax Savings on Exit!
If Planning to Sell, Convert from C to S
S Corporation?Company Can Lose Its S Status
errors in the S election filingimpermissible shareholders “second class of stock”
Review S Status Now; if Lost:Can apply to IRS for reliefMay be able to file a new S election, but will be subject to BIG Rules
Don't Wait Until You Are Ready to Sell!It will be too late to fix and if S Status blown:
Can Hold Up or Kill a DealMay Require Special Escrow Arrangements
Check Your S Status
LLC?
Depends on the LLC's Tax StatusLLCs (depending on ownership) can be taxed as a Partnership, Disregarded Entity, S Corp. or C Corp.
If Taxed as Partnership or Disregarded Entity Sitting PrettyIf Taxed as an S Corporation (e.g., to save Self-Employment Taxes)
Check your S Status (see previous slide)If Taxed as a C Corporation
Convert to S Corp. (per earlier slide)
If Planning to Sell, Stand Pat?
American Taxpayer Relief Act
If your 2013+ AGI> $250K, your taxes went upBut less than without the Act (e.g., dividends)
$5+ million Unified Gift/Estate tax credit retainedWith spousal carryover = $10+ millionHuge win for family business succession
S Corp/LLC clear choice if planning to sellNo Medicare Surtax (3.8%) on sale
Bottom Line?
DisclaimerTo ensure compliance with the requirements imposed by the IRS, we inform you that any U.S. federal tax information contained in this communication is not intended or written to be used for the purpose of (a) avoiding penalties under the Internal Revenue Code or (b) promoting, marketing or recommending to another party any transaction or tax-related matter. To provide you with a communication that could be used to avoid penalties under the Internal Revenue Code, we must first form an attorney/client relationship with you and then any advice would necessarily entail additional investigations, analysis and conclusions on our part. This presentation is based on general principles of taxation and may not apply to your individual situation. This presentation does not create an attorney/client relationship. None of the statements made in this presentation are or are intended to be legal or tax advice.
Rhys T. Wilson, Esq.201 17th Street, N.W., Suite 1700
Atlanta, GA 30363Phone: 404.322.6269
Fax: [email protected]
www.NelsonMullins.com/RhysWilson
2013 CEO Strategy Summit®
®
Patrick Ungashick Charlie Crawford Rhys Wilson
2013 CEO Strategy Summit®
®
www.itreconomics.com
Alan Beaulieu
CEO ITR Economics InternationalChief Forecaster European Power TransmissionDistributors AssociationSenior Economic Advisor National Association ofWholesalersChief Economist Heating, Air Conditioning,Refrigeration Distributors International
President of ITR, an Economic forecasting firm providingforecasts with 94.7% accuracy.The business community’s most informed economists.Featured speaker at over 2,000 corporate and tradeassociation meetings across the globe in regards tomanufacturing, healthcare, distribution, real estate,construction, and technology.He is co author of Make Your Move, a book on how toincrease profits through business cycle changes.Contributing editor for Industry Week, and his works haveappeared in many trade journals.
Recent Acknowledgements:Vistage Speaker Impact AwardAntoine Laurent LavoisierVistage 500 Club AchievementAwardMember of the National SpeakerAssociation
Make Your Move
Alan BeaulieuITR Economics™
www.itreconomics.com
CEO SummitFebruary 2013
www.itreconomics.com
Duration Forecast EstimatesGDP 12 $13.593 $13.648 0.4%US Ind Prod. 31 98.0 (12MMA) 97.2 0.8%EU Ind. Prod. 12 100.4 (12MMA) 98.9 1.5%CA Ind. Prod. 8 96.7 96.7 0.0%Retail Sales 30 $2.186 Trillion $2.131 2.5%Housing 6 743 Ths Units 772 3.9%Employment 33 143.9 million 142.5 1.0%CPI 9 2.8% 2.1%
* End of year 12-month index estimate
2012 Forecast Results 133
www.itreconomics.com
134Global Industrial Production Indices
12/12 Rates-of-Change
-30
-20
-10
0
10
20
-30
-20
-10
0
10
20
'00 '02 '04 '06 '08 '10 '12 '14 '16
3.9 Mexico
3.7 US
1.9 SE Asia
-0.5 Japan
-1.9 Europe
-2.5 Brazil
www.itreconomics.com
2.4%
-16
-12
-8
-4
0
4
8
12
-16
-12
-8
-4
0
4
8
12
'82 '84 '86 '88 '90 '92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
GDP US IP
135
US Industrial Production toGross Domestic Product
-14.6%
-5.3%-3.1%
-7.1%
Year-over-year Quarter to Quarter (3/12)
www.itreconomics.com
136
US, Georgia and the Southeast AnnualGSP Growth Rate
-8
-6
-4
-2
0
2
4
6
8
'98 '00 '02 '04 '06 '08 '10 '12U.S. Georgia Southeast
www.itreconomics.com
137Georgia Leading Index
-50
-25
0
25
50
75
100
-50
-25
0
25
50
75
100
'94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
12/123/12
4.495.28
www.itreconomics.com
Real Gross Domestic Product 138
10.5
11.0
11.5
12.0
12.5
13.0
13.5
14.0
14.5
10.5
11.0
11.5
12.0
12.5
13.0
13.5
14.0
14.5
'07 '08 '09 '10 '11 '12 '13 '14 '15
Trillions of $
2.1% 2.7% -0.5%
www.itreconomics.com
139
• Leading indicators pointing up• Liquidity is not an issue• Exports are up• Stimulative monetary policy• Employment rising (companies right sized)• Banks are lending• Retail Sales• Construction spending is improving
Recovery
www.itreconomics.com
140Delinquency Rates on Consumer Loans
3MMA Data Trends
Lenders are increasing the amount of credit available for consumer installment loans.
Consumer demand has risen for the second quarter in a row.
2.0
2.5
3.0
3.5
4.0
4.5
5.0
5.5
6.0
6.5
7.0
2.0
2.5
3.0
3.5
4.0
4.5
5.0
5.5
6.0
6.5
7.0
Consumer Loan Delinquency RateConsumer Credit Card Delinquency Rate
Percentage Percentage
10 Year Average
10 Year Average
www.itreconomics.com
141Mortgage Rates to Federal Funds
Raw Data
-2
2
6
10
14
18
22
-2
2
6
10
14
18
22
1975 1980 1985 1990 1995 2000 2005 2010 2015 2020
Mortgage RatesFederal Funds
www.itreconomics.com
60 60 58 57 51 49 45 41
2005 2006 2007 2008 2009 2010 2011 20120
50
% % % % % % % %
U.S. Dependence on Foreign Oil DecliningNet imports as a share of domestic consumption
Source: Energy Information Administration
www.itreconomics.com
143
• Europe’s financial troubles …• China recession? …• Massive legislative changes…• Oil prices could break through $120 …• Fiscal Cliff…• Tax Hikes…• Massive deficit and growing nat’l debt
Areas of Concern
www.itreconomics.com
-45
-30
-15
0
15
30
45
60
75
-12
-8
-4
0
4
8
12
16
20
1975 1980 1985 1990 1995 2000 2005 2010 2015
OrdersExpenditures
ExpendituresOrders
National Defense Expenditures toDefense Capital Goods N.O.
Reagan Bush Clinton BushCarter Obama
12/12 Rates-of-Change
144
www.itreconomics.com
Tax Revenue and Top Marginal Rates Compared,1930 2012 145
Source: Tax Policy Center; Historical Tables, OMB; CBO Alternative Scenario.Produced by Veronique de Rugy, Mercatus Center at George Mason University
40-Year Average
www.itreconomics.com
Year-Over-Year Growth Rates %
146
Western Europe Industrial Production
www.itreconomics.com
Global Leading Indicators
1/12 Rates-of-Change
0.2
-1.7-0.6
-80
-64
-48
-32
-16
0
16
32
48
64
80
-10
-8
-6
-4
-2
0
2
4
6
8
10
'07 '08 '09 '10 '11 '12 '13 '14
R-O-C
OECD Total
EU Manufacturing PMI
JP Morgan Global MFG PMI
147
www.itreconomics.com
International Comparison of Spending on Health,1980 2008 148
www.itreconomics.com
Costs by Age Categories 149
www.itreconomics.com
150Total U.S. Public Debt
(% of GDP)
0
20
40
60
80
100
120
140
0
20
40
60
80
100
120
140
1920 1930 1940 1950 1960 1970 1980 1990 2000 2010 2020
120.0
www.itreconomics.com
3/12 Rate-of-Change
=
=
RawJan 10 1.4Feb 10 1.5Mar 10 1.5Apr 10 1.4
May 10 1.5Jun 10 1.3Jul 10 1.3
Aug 10 1.6Sep 10 1.6Oct 10 1.5Nov 10 1.7Dec 10 1.6Jan 11 1.7Feb 11 1.7Mar 11 1.7Apr 11 1.6
May 11 1.7Jun 11 1.5Jul 11 1.5
Aug 11 1.9Sep 11 1.7Oct 11 1.7Nov 11 1.9Dec 11 1.7
3MMT
4.44.44.44.24.24.34.64.84.84.84.94.95.05.05.04.94.74.95.15.35.35.3
12MMT
18.018.318.518.618.819.019.219.419.619.820.020.120.3
12/12
12.7%
12/12 Rate-of-Change
=
=
3/12
14.1%13.6%13.2%15.1%13.5%14.1%11.3%11.5%10.1%10.5%
Phase 1 – Data Preparation 151
www.itreconomics.com
10
5
0
5
10
15
40
20
0
20
40
60
'00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14
IndicatorSales
Sales
Indicator
152Phase 2 – Accumulate the Inputs
www.itreconomics.com
Phase 3 – Generatethe Quantitative Forecast 153
ITR Long Term Business Cycle Theory
News and Market Observations
Leading Economic Indicators
Internal Trends
www.itreconomics.com
Year-Over-Year Growth Rates %
154World Countries Industrial Production
www.itreconomics.com
Unemployment Rate With andWithout the Recover Plan
www.itreconomics.com
156Unemployment Rates
2
3
4
5
6
7
8
9
10
'00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14US Georgia
www.itreconomics.com
0.1
0.2
0.3
0.4
0.5
0.6
0.7
-32
-24
-16
-8
0
8
16
'94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
MMAR-O-C
-3.3
0.140
-1.3
GeorgiaConstruction Industry Employment
3/12
12/12
3MMA12MMA
Millions of Units
157
www.itreconomics.com
75
100
125
150
175
200
225
250
-40
-32
-24
-16
-8
0
8
16
'96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
MMAR-O-C
-3.7
87.150
-4.0
AtlantaConstruction Industry Employment
3/12
12/12
3MMA
12MMA
Thousands of Units
158
www.itreconomics.com
Employment – Private Sector
Annual Data Trend
159
85
90
95
100
105
110
115
120
85
90
95
100
105
110
115
120
'92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
Employment Mils of Jobs
Atlanta Prof/Bus Services 3.5%Atlanta Private Sector 1.4%National Private Sector1.8%
www.itreconomics.com
10
12
14
16
18
10
12
14
16
18
'88 '90 '92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
160
3MMA
11.0%
12.2%
US Manufacturing as a % of GDP (Value Added)
www.itreconomics.com
$ per pound, 3MMA
161
0.00
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
4.50
5.00
0.00
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
4.50
5.00
'06 '07 '08 '09 '10 '11 '12 '13
Copper Price Trend
www.itreconomics.com
00
Soft Landing
A
B C
D
162Trends 10
Housing
Production
Medical
New Orders
Soft Landing
FinancialRetail
Wholesale Trade
Foreign
NonresidentialConstruction
Hard Landing
www.itreconomics.com
163
US Industrial Production Index toFabricated Metal Products Production
12/12 Rates-of-Change
-40
-30
-20
-10
0
10
20
30
-16
-12
-8
-4
0
4
8
12MetalUS IP
US IPMetal Production
www.itreconomics.com
US Industrial Production toInformation Technology New Orders
12/12 Rates-of-Change
-40
-30
-20
-10
0
10
20
30
-16
-12
-8
-4
0
4
8
12
'94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
OrdersIndex
IndexOrders
164
www.itreconomics.com
US Industrial Productionto Foods Production
12/12 Rates-of-Change
165
-12
-9
-6
-3
0
3
6
9
-16
-12
-8
-4
0
4
8
12
1975 1980 1985 1990 1995 2000 2005 2010 2015 2020
ProductionUS IP
US IPFood Production
www.itreconomics.com
166
US Industrial Production toChemicals & Products Production
12/12 Rates-of-Change
-16
-12
-8
-4
0
4
8
12
-16
-12
-8
-4
0
4
8
12
'92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
ChemicalsUS IP
US IPChemicals
www.itreconomics.com
US Industrial Production toPlastics Products Production
12/12 Rates-of-Change
167
-24
-18
-12
-6
0
6
12
18
-16
-12
-8
-4
0
4
8
12
'94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
PlasticsUS IP
US IPPlastics
www.itreconomics.com
168
US Industrial Production toEquipment & Software Investment
12/12 Rates-of-Change
-32
-24
-16
-8
0
8
16
24
-16
-12
-8
-4
0
4
8
12
'82 '84 '86 '88 '90 '92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
InvestmentUS IP
US IPInvestment
www.itreconomics.com
-5.6
0.6
$762.0
400
600
800
1000
1200
1400
1600
-80
-60
-40
-20
0
20
40
'92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
MMTR-O-C
Nondefense Capital GoodsNew Orders w/o Aircraft
3/1212/12
3MMT
12MMT
Billions of $
169
www.itreconomics.com
170
USIP – 12/12Indicator - Monthly
US Industrial Production toITR Leading Indicator
-21
-14
-7
0
7
14
21
-21
-14
-7
0
7
14
21
'80 '82 '84 '86 '88 '90 '92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
IndicatorUS IP
Indicator - MonthlyUS IP - 12/12
www.itreconomics.com
12/12 Rate-of-Change
University of Michigan ConsumerExpectations Index 171
-45
-30
-15
0
15
30
45
60
-45
-30
-15
0
15
30
45
60
'07 '08 '09 '10 '11 '12 '13 '14
3/1212/12
18.2
29.5
www.itreconomics.com
6 Month Moving Average
Chicago Fed National Activity Index 172
-4.7
-3.9
-3.1
-2.3
-1.5
-0.7
0.1
0.9
-4.7
-3.9
-3.1
-2.3
-1.5
-0.7
0.1
0.9
'07 '08 '09 '10 '11 '12 '13
6MMA
-0.4
Feb '12
Sep '11
www.itreconomics.com
30
35
40
45
50
55
60
65
70
30
35
40
45
50
55
60
65
70
'90 '92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
Raw
173Purchasing Managers Index
Raw Data
www.itreconomics.com
174US Leading Indicator
60
80
100
120
60
80
100
120
'94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
Actual
12MMA
93.1
www.itreconomics.com
14.19.3
1402.0
200
1000
1800
2600
3400
4200
-90
-60
-30
0
30
60
'94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
MMAR-O-C
Stock Prices Index
1/12
12/12
Actual 12MMA
S&P 500, 1941-43 = 10
175
www.itreconomics.com
Corporate Bond Prices
Rates-of-Change
-20
-10
0
10
20
30
40
50
-20
-10
0
10
20
30
40
50
'08 '09 '10 '11 '12 '13 '14
3/12
12/12
Aug '11
Sep '12
26.6
176
www.itreconomics.com
2.22.6
$2.131
1.00
1.50
2.00
2.50
3.00
3.50
-21
-14
-7
0
7
14
'94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
MMTR-O-C
177Retail Sales Excluding Automobiles
3/12 12/12
3MMT
12MMT
Trillions of 82-84$
www.itreconomics.com
35.528.1
0.780
0.2
1.2
2.2
3.2
4.2
5.2
-90
-60
-30
0
30
60
'94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
MMTR-O-C
178Housing Starts
3/12
12/12
3MMT 12MMT
Millions of Units
www.itreconomics.com
179Remodeling Market Index
3MMA
15
30
45
60
75
15
30
45
60
75
'02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16
NortheastMidwestSouthWest
60.9
51.353.656.3
www.itreconomics.com
0
75
150
225
300
375
-90
-60
-30
0
30
60
'98 '00 '02 '04 '06 '08 '10 '12 '14 '16
MMTR-O-C
31.0
24.041
38.63/12 12/12
3MMT 12MMT
Georgia Building Permits
Thousands of Units
180
www.itreconomics.com
Georgia Housing Price Index
Year over Year % Change
181
50
100
150
200
250
50
100
150
200
250
Raw
$160.0
$203.6
$145.1
www.itreconomics.com
-5
25
55
85
115
145
175
-180
-135
-90
-45
0
45
90
'96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
MMTR-O-C
68.4
14.394
84.1
3/1212/12
3MMT12MMT
Atlanta Building Permits
Thousands of Units
182
www.itreconomics.com
US to Atlanta AreaMedian Home Sale Prices
Annual Data Trends
183
90
110
130
150
170
190
210
230
90
110
130
150
170
190
210
230
'02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14
AtlantaUS
US
Atlanta
$172.4
$97.1$95.6
$171.8
www.itreconomics.com
-21
-14
-7
0
7
14
21
-30
-20
-10
0
10
20
30
'82 '84 '86 '88 '90 '92 '94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
US IPConstructionPrivate ConstructionUS IP
US Industrial Productionto Private Non Residential Construction
12/12 Rates-of-Change
Additions and AlterationCommercial Buildings -4.7% DOffice & Bank Alterations -6.9% AStores & Restaurants -0.4% D
184
2013 3.5% 2014 4.5%
www.itreconomics.com
8.310.3
44.1
10
50
90
130
170
210
-120
-90
-60
-30
0
30
'94 '96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
MMTR-O-C
2013 3.0% Recovery through 2014
Atlanta Office BldgsNet AbsorptionMeager Rent GrowthDeclining VacancyMove to Quality
185Commercial Buildings Construction3/12
12/12
3MMT12MMT
Billions of $
www.itreconomics.com
-1.1-0.7
251.7
80
150
220
290
360
430
500
570
-75
-60
-45
-30
-15
0
15
30
'96 '98 '00 '02 '04 '06 '08 '10 '12 '14 '16
MMTR-O-C
186
Total State & LocalGovernment Construction
3/12
12/12
3MMT 12MMT
Billions of $
Total Public Construction2013 2.2%
www.itreconomics.com
1872013
www.itreconomics.com
1882011 Exports from Georgia to the World
24.8%
12.8%
10.7%9.8%
6.4%
5.9%
29.5%
336--TRANSPORTATIONEQUIPMENT
333--MACHINERY, EXCEPTELECTRICAL
325--CHEMICALS
322--PAPER
334--COMPUTER ANDELECTRONIC PRODUCTS
311--FOOD MANUFACTURES
All Others
Billions of USD
www.itreconomics.com
1892014
www.itreconomics.com
190
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