Jeffrey Gold is President of Goldmark Advisers, Inc., the boutique investment banking firm he founded in 1985. In early 2017, Goldmark became an affiliated company of Young America Capital LLC, where Jeffrey is continuing to practice his successful consultative approach to mergers and acquisitions, as well as assisting mid-sized companies and promising new ventures in capital formation.
Jeffrey’s M&A and funding expertise – reflected in his track record of nearly 100 transactions – focuses primarily on publishing, media, food, beverage and health care businesses. Simultaneous with his leadership of Goldmark Advisers, Jeffrey served for 20 years, through 2012, as Chairman of the U.S. subsidiary of The Quarto Group, Inc., a publicly held international illustrated book-publishing company, helping the London-based company to grow through several significant acquisitions.
Before establishing the Goldmark firm, Jeffrey was Executive Vice President & Chief Financial Officer of Esquire, Inc., a NYSE-listed publishing, technology and communications company. In that role, he also served as the company’s principal negotiator when it was sold to Paramount Communications. After the acquisition, he was named Executive Vice President in charge of corporate development & strategic planning for its Simon & Schuster Division. While at Paramount, Jeffrey initiated the contact that led to the acquisition of Prentice-Hall, the well-regarded textbook and professional publishing company. Earlier in his career,
Jeffrey was Vice President and Corporate Controller of National Patent Development Corporation (now known as Wright Investors’ Service Holdings), which, among other activities, pioneered the development of the soft contact lenses. He began his career at Main Hurdman, which is now part of KPMG, the Big Four accounting and professional services firm. A graduate of Pace University with a degree in business administration, Jeffrey has guest-lectured on corporate and financial subjects at the Columbia University Graduate School of Business, and served on the Board of Directors of Lighthouse International.
He holds Series 79 and Series 63 licenses.
Listen to this episode as Seth and Jeff discuss:
Identifying the ideal client.
Some of the biggest mistakes middle market firms are making when it comes to thinking about their acquisition and exit strategies.
How the landscape of the industry change since the COVID pandemic.
Joel S. Isaacson, Founder and Chairman Joel Isaacson & Co
Founder and Chairman, Joel Isaacson, is considered by many to be a leader in the industry, helping clients and their families achieve their goals and sharing his knowledge with colleagues and the next generation of industry leaders. As a teacher as well as a practitioner,
Joel is active in many industry organizations, having served on numerous boards and speaking on topics to share his insights, including: the New York Chapter of the International Association for Financial Planning, now FPA; Chairman of the Personal Financial Planning Committee of the New York State Society of Certified Public Accountants; the American Institute of Certified Public Accountants and the Estate Planning Council. He has taught financial and tax planning at New York University, The New School in New York City, and Iona College.
He holds a BS in accounting from Lehigh University and a MBA in financial planning from Golden Gate University in San Francisco, where he was recently honored as their ‘man of the year’.
Frequently named one of America’s Top Financial Advisors by Worth magazine, Joel is often quoted in financial publications such as the Wall Street Journal, New York Times, Business Week and Fortune, as well as on radio and television.
Listen to this episode as Seth and Joel discuss:
The key factors that lead to the unprecedented growth of Joel’s firm.
Getting recognitions and accolades in press.
Post Covid challenges in the financial advisor industry.
Team Building and getting the most out of your staff.
The most common challenges that the industry faces now.
Seth Greene: 1:14 Let’s go back in time, how did you get started in the business?
Joel Isaacson 1:32 Wow, it was a different kind of a business back then. But I was I was working in San Francisco for an accounting firm. And one day I looked in the paper and there was a MBA in financial planning at a school in San Francisco Golden Gate University. At the time, it was the only one in the country offering financial planning as a degree. Back then I think the CFP, you could take, I don’t even think you had to take an exam. I don’t I think it was sort of like, you know, pretty straightforward. So I wanted to get the education. And I left my job with a big eight accounting firm, went through the grad school, and then came back to New York and, you know, took a job as an entry level position there.
Seth Greene 2:14 And then I’m sure the longer version is in some of those articles or the books, but then how did you get from there to where you are now.
Joel Isaacson 2:22 So when I came back to New York, I worked for so and I took a 50% salary cut, you know, because again, it was an entry level position. And you know, and I probably learned more in that year of what not to do, it was someone who was one of these people that charges a lot for the plan, and then didn’t have the ongoing revenues to you know, keep it going. And these were the days, it’s a little embarrassed to say we used to do plans by modem used to cost us 1500 hours each plan to do by modem to get them done. And so I started with this person. And while I was there, I got recruited. My background was accounting firms, I got recruited by one of the top accounting firms in New York to start their practice. And I believe we were the first one to register as an investment advisor was in 1985. And, and that was great, it was really good chance to, you know, kind of use the NBA use the opportunity to start a practice and I was only 26 at the time.
Seth Greene 3:24 And then how did you get from there to the you know, I mean, you’re a leader in the industry, how did that transition? How did that growth curve happen?
Joel Isaacson 3:35 Again, yeah, so you know, when, again, it was a, it was a great chance, because you know, as well as things where I started bringing in clients, but you know, when you’re an accounting firm, one of the things you you know, you always get promised by all your partners is they’re gonna keep bringing you clients and bringing your clients. One thing I really learned and I also started teaching back then I started teaching the CFP. But one thing I learned was don’t depend on your partners for business. So I started, you know, being able to bring in business. And then at the accounting firm, where they made me a partner after 10 years, I also saw how much the managing partners were making. And I said, there’s something wrong here. So I went out on a we went on my own with two of the people from the firm, you know, as partners, we started, and it started with three people and it just built up, you know, slowly by surely by always, you know, putting the client first. You know, we would never on the sales side, you know, always the planning side. And, you know, again, just a lot of hard work client by client building up, you know, to the point where now we have I think over $6 billion in assets under management.
Seth Greene 4:38 That is absolutely incredible. How have What do you think, have been some of the biggest factors responsible for such amazing growth?
Joel Isaacson 4:47 Yeah, I mean, I think, you know, again, also is like sort of was, to a certain extent, some of it being early, you know, back then I think it and I’m not sure I would say we’re a full profession yet. You know, I think that we still have to do more at the college. levels to get education into the schools for financial planning. But I think it was being early, I think it was also having a CPA and, you know, experience back then. And I also got involved with, you know, with teaching at schools, I got involved with the FPA back then it was called the ISP, I was present in the New York chapter. So it’s constantly hustling and networking, we didn’t do any marketing. But it was just really an opportunity to, you know, develop clients in New York, you know, and again, it was really one at a time, a couple things where we got into when I was teaching, I got introduced to some people that worked in the Benefits Office at IBM. So we got an opportunity to, you know, go off to some corporate programs, and some of my students did there. And through contact, we also got involved with equitable life insurance, which at one point, we probably had 20 executives from there, and they used to have a financial planning program. So you know, those type of relationships, and that’s really what it was, it was all relationships or referrals from, you know, people we met in the business, and they looked at us as a firm that was, again, fee only, you know, high quality. And, and I think also having the tax practice gave us a, you know, an edge also in being able to kind of be more of the one stop shop for individuals.
Seth Greene 6:18 That makes a lot of sense, how you’ve garnered a lot of press accolades over the years, how have you been able to get that recognition?
Joel Isaacson 6:28 Yeah, you know, again, nowadays is a lot tougher. But in the beginning, you know, part of one of the people got involved with was involved with the New York Times. And so back in the 80s, you know, and, and the journal, you know, we knew some of the people there also, but it was really just, you know, a lot of networking opportunities. So one that the times took a, you know, liking to me, and he used to write a column every Saturday on your money. And back, then it meant a lot to be in the press. Now, there’s so much press, and so much out there, PR wise was there. But if you got involved with the times, and you got that kind of prospect, then it became a good catalyst to other press and different things. And then I think, you know, again, a lot of the organizations were involved with with the right ones, you know, we were early, involved with nappo, with the FPA. And, you know, and again, it’s, you know, is always one of those things like we weren’t in this for the short run, we weren’t looking to make a big hit, we were in this for the long run. And we always felt if we took care of clients, that the rest would come there. And that’s also I think, part of the way is every time we got involved, like, we also didn’t find fire, the brokers we didn’t, you know, bring in new lawyers, we got to know the lawyers, we got to know the brokers. And some of those people that we met through clients actually became great referral sources to us over time.
Seth Greene 7:45 How has the COVID pandemic affected your clients in your business?
Joel Isaacson 7:52 So I think, you know, it’s, well, I think it’s changed our business fundamentally, as to how we deliver it, I think, you know, for a lot of our clients, you know, the zoom feature is something that I think they like, so, you know, that’s there, we also have a lot of young staff that are having babies. So we had been trying to, before the pandemic, figure out how to do remote work, and for people to be accountable for it and different things. And obviously, we get thrown into the fire with that. So it’s worked out? Well. Our business has been okay, you know, is, I mean, as the, you know, I would say the third big, black swan event in the last 20 years, it’s, I think it was more taxing this time, you know, from some of the other ones. And, you know, especially around New York last March and April, the kind of that dread and the you know, that it felt like the black cloud over the city in the whole country and different things, was a tough one. So I think we’ve, you know, we’re more valuable to our clients in tough markets than we are in a good market. 2019. You know, the market did amazing clients were happy, you know, no big deal. I think getting through clients through the tough times, these black swan events are, are the key for what we do, and to have had a build lasting relationship. And probably, I would say, this pandemic, for some reason, because I think, you know, it just hit people so close to home net, probably more people panicked a little bit this time than in the past. and stuff, but, you know, businesses, again, is we grow our top line, probably seven to 10% a year. So last year was a little bit different in, you know, the new business part, you know, we still, we still grew nicely, but I would say, you know, not necessarily referrals, but new business slowed down a little bit only from a standpoint of, you know, all the lunches that you have, and seeing people that I think, are a good catalyst from that stuff, but we’re starting to see it pick up again, and I think, you know, for our clients, a lot of it became is figuring out life, you know, do they stay in the city, do they, you know, they move the Hamptons, I’ve always spent a lot of time we deal with tax issues in New York and everybody thinks it’s easy to get out of New York. taxes because they’re living in Connecticut for a year or, you know, upstate New York or things like that. So, you know, sometimes we have to be the bearer of bad news on certain situations, but our clients been amazing, you know, they, they are our greatest resource. And, you know, I would say, you know, again, we got them all through good, I don’t think at the, you know, the middle of the pandemic, you know, back last March, April, I don’t think anyone would have felt that it would finish the year up like they did, it was a, you know, crazy year overall,
Seth Greene 10:31 absolutely, who’s an ideal client for your firm?
Joel Isaacson 10:36 You know, we, you know, it’s a, you know, for us somewhere, just someone that really could use kind of that one stop shop of, you know, having, you know, things all in one place, so, from corporate executives, to doctors, to lawyers, to anyone in the five to 25 million ranges, that kind of our bread and butter, and then probably 20% of our clients are in the 25 and up category. So, again, it’s, you know, for us, we also try and do sets a little different is, you know, fair fees for clients. So in that in a you m shop, generally, you know, so we try and do fair fee. So wherever we can add value for the money, that’s the most important thing, because, you know, what we find is with that kind of relationship where it’s more retainer based, that, you know, clients look at your as their advocate, and and, and that is an adversary, which I think sometimes with the IOM, you know, you’re always trying to take assets away from someone else with us, we don’t care what the assets are, as long as it’s the right thing for clients and the people that are handling money and doing the right thing. And again, you know, it’s, it’s, it’s nice sometimes to have co pilots on things,
Seth Greene 11:44 you’ve achieved so much success over the decades, what’s your biggest challenge now?
Joel Isaacson 11:50 Um, you know, I think part of this, Seth is, you know, and for some of those on the back nine, I think, you know, it’s, you know, like, right now, we are transitioning, like, I turned over a CEO role last year to one of my younger partners, because I think it was necessary on some of the technology and different things. And for me, to kind of get back into the, you know, into the area of just, you know, dealing with clients and mentoring staff and things like that, I think the biggest challenge going forward for the industry is finding good professionals, you know, people that, you know, want to make this into a profession want to have a career with this thing, and go forward. And then I think, you know, what we saw also is like, I don’t know, probably in the last few months, just the whole Bitcoin, you know, Reddit rally, you know, just dealing with clients who all sudden their kids are geniuses, you know, that a buying GameStop and different things. And everybody all sudden became a risk taker, you know, with the, you know, the Tesla’s of the world and all the, you know, all the crypto currency and everything like that. So, you know, it’s really, I think the challenging point now is just to really for clients to understand fundamentals, and that valuations matter, and investment fundamentals will be a sense, to me, part of it is, you know, whether, you know, on the investment side, you know, things change radically and every time you think that they do they kind of tend to you know, revert back to the old ways of doing things.
Seth Greene 13:14 Your Passion is obvious, what do you like best about what you do?
Joel Isaacson 13:19 You know, it’s, it’s, it’s an interesting one, because you kind of think about stuff in life and say, like, did you do you make a difference on things? You know, I’ve been doing this for 40 years. And, you know, you, you know, you see all these people that are doing things in the military or in science, you know, Dr. Fauci and everyone fighting this virus, and you say, you know, are we just making rich people richer? But, you know, I think part of that I would say, Seth, is our relationship with our clients is that type is like, you know, like, I’m in the middle one of my clients died three weeks ago, where I’m the trustee, I’m the executor and now dealing with her, you know, her nieces and sister in law in different things. And it’s that kind of trust that people have in us in the relationships we have that are there. I mean, sometimes it’s, you know, it’s above and beyond certain things, like, you know, just dealing with having to watch someone, you know, slowly die is not an easy thing. But, you know, the intimacy of our relationship is is hard to, it’s hard to be, you know, it’s just that and I think that part of being, like being the client advocate and being on that side, I think, is the part that really is the driving force. And I you know, I think the pandemic for me set it up so that I look at this and say like, my dad retired, never really retired. He, he liked working, I mean, his clients started retiring, and dying off and different things, but I really like working with people and helping them and and i think that part of, you know, just seeing, you know, the family relationship and kind of working with people to get them like, again, another one my favorite clients was from publicity. In the 80s we were in the Daily News and someone that probably never made $60,000 or more than 60,000 our life she was a secretary of the firm and I don’t know I helped her with a, you know, project last week, she got very emotional about and stuff. But you know, someone that was just, you know, save scraps and you know, little bit in the 401k. And she’s, you know, she’s probably worth three or $4 million. Now, I’m not sure we would have taken her on as a client, like we did in the 80s. Now you know, where we started with it, but to see where she is, and be able to tell us go buy a car, don’t worry about it, you know, you don’t have to worry about money and different things and to see, you know, how smoothly we made her life has been very rewarding overall,
Seth Greene 15:30 that’s beautiful. You’ve also built an incredible team, how do you get everyone doing what they’re supposed to do at the right time? in the right way? How do you how do you develop yourself as a leader, because I know, you are always improving, you’re kind of committed to learning and committed to growing talk a little bit about that aspect of the business. You know, I
Joel Isaacson 15:54 and thank you for all the nice things you’re saying. So that’s, I think the part of, you know, for, you know, IT staff is, I think, for staff, a lot of it is that, you know, the on the job training, you know, that there’s not a lot of the people that came to us that necessarily thought of financial planning as career but through friends or, you know, relationships, they still work for us. And then I think the way they saw us treat clients and their relationships for clients was, I think that, you know, that’s our, that’s our greater resources, those relationships with clients. So it was always you know, was it you know, like, you see in some of the boiler room stuff, you know, where they treat him, like, you know, this is just way to get money and take money from people. In ours, it’s really the respect, that’s client in that part. And now, you know, I see the next generation is the relationship, our staff is having babies, and the clients are sending them gifts, and, you know, it’s like, it’s just a nice family relationship there. So I always treated you know, I think staff to learn, brought them into client relationships, I’ve had some people like, you know, within the first six months to sitting in meetings, and it’s just a, I think, a chance, and then, you know, they see these very high level executives and doctors and, you know, hospital, people that are running companies, and they, they see their reliance on us, and it’s a it’s a very heady thing, and it’s, it’s intoxicating, to, you know, to work with people and for them to listen. And, and again, we also learn from clients, I’ve, I had my anniversary, I actually thank my clients, because, you know, over time, I just seen their ethics and, and the treatment and the way they handle things in business, and they’ve inspired me.
Seth Greene 17:35 What else do you want to share that we didn’t think to ask you?
Joel Isaacson 17:39 Um, I would just say, you know, again, from a standpoint of the field, I do think that, you know, aspects of the field that there’s still more to be done with the schools, I don’t think the professional organizations necessarily do as much with the schools, but I do feel like with accounting, you know, the big thing will be is more and more of the undergraduate programs, and then, you know, kind of the job placement. So I think they try, like, again, there’s programs here, but it’s always kind of like dependent on who’s running the program and who they have relationships with. But I do feel like for the field, that is more and more that at the undergraduate level be helpful. And I think for people in school, you know, if they saw it that way, I think it kind of goes in a cycle to take it to that next level is profession. To me, the CFP is nice, but I don’t I don’t consider passing exam as really the thing that’s there. I think people need to learn more. And I’ve taught, and I remember when I used to teach, and I’d get off the curriculum a little bit, try and give practical knowledge. People didn’t really want to learn that way. They just really wanted to pass the test.
Preferred Return Private Equity Preferred return is the part of the distribution waterfall and it gets calculated on the Invested amount based on no. of days until …
What is Preferred Return?
Preferred Return, often called ‘pref’, is a minimum return that Limited Partners in a fund must receive before any carried interest can be distributed to General Partners. A preferred return is expressed as an annual rate of return and can be thought of as the minimum expected return for the investment.
Limited Partners will receive 100% of their gross distributions until they have reached a certain rate of return on their investment in the fund. Once this rate of return has been met, General Partners will start to earn carried interest.
How is Preferred Return calculated?
Each Fund’s Preferred Return calculations are defined by the Limited Partnership Agreement that governs the fund. Fund’s calculations can vary in several ways. The most common variations are in the compounding periods of the preferred return rate, and the method for calculating elapsed time between periods.
For example, Fund A might specify that preferred return on any given capital call starts accruing when the call is funded and stop accruing when the applicable distribution of preferred return is made. Fund B might specify that for preferred return calculation purposes, any capital call or distribution is said to have taken place on the last day of the calendar month in which the capital call or distribution occurred. Now imagine a scenario where both Funds call capital on January 1, 2020 and distribute proceeds on December 31, 2020. In this scenario, Fund A investors are receiving preferred return based on 365 days of accrual, while Fund B investors are only receiving 335 days of accrual since the capital call is considered on the last day of the month.
EXAMPLE:
Investor A contributes $1MM into Real Estate Fund 1, LLC on December 31st, 2020. On December 31st, 2021, Real Estate Fund 1, LLC announces a distribution. Investor A’s gross share of the distributable proceeds is $2MM. Assuming the following structure, what Investor A’s preferred return, and total distributions?
This Private Equity talk details the view of the industry in today’s world. The event focuses on the economic recovery in the US, from a macro and Private Equity …
Jennifer Katrulya is CPA, CITP, CGMA partner at Citrin Cooperman.
Jennifer has been recognized as one of the “Top 100 Most Influential People” by Accounting Today, and one of the “Top 25 Most Powerful Women in Accounting” by CPA Practice Advisor.
She is responsible for developing strategic and channel relationships for the firm, in addition to contributing her expertise as part of Citrin Cooperman’s rapidly growing business process outsourcing division. In addition to her 25 years of experience working with small-to mid-sized clients across the United States and internationally,
Jennifer has worked extensively with private equity and venture capital firms, family offices, financial service firms, commercial and residential real estate companies, and high-growth technology companies, to connect private and institutional investors with private deals and opportunities to collaborate.
These companies retain Jennifer to help them establish best practices across the company and to provide ongoing services as part of their sales and marketing, operations, accounting, and technology leadership teams, both in their companies as well as in the companies they invest in. She is frequently asked to help form and run company advisory boards, facilitate company retreats, and appear as a speaker.
Prior to joining Citrin Cooperman, Jennifer was a practice leader at a top Midwest CPA firm, and she was the co-founder of Block Small Business, a wholly owned subsidiary of H&R Block. Jennifer was also the owner of a highly successful CPA firm that provided accounting and advisory services to clients within the U.S. and internationally.
Citrin Cooperman’s Business Advisory Solutions Approach ensures our professionals primary focus stays where it counts – on building long-term client relationship. Our specialized team provides integrated general business consulting, accounting, and tax services to our clients. Rooted in our core values right from the start in 1979, our mission is to provide a comprehensive business approach to traditional services and proactive business throughout the lifecycle of our clients. When you are free to focus on what counts, business thrives.
Listen to this interview as Jennifer and Seth discuss:
What it means to be a virtual CFO.
The most common problems that Jennifer helps business solve.
Defining and recognizing “efficiency leaks”.
Some of biggest mistakes companies make when thinking about an eventual sale.
How the management of teams and our workforce affect sales and marketing strategy..
How much do you really know about Private Equity? About how it could help your business accelerate its growth plans by attacking new markets, developing …
The Private Equity Profits podcast with Seth Greene Episode 007 with Andrew Busser,
President of Family Office at Pitcairn For almost a century, Pitcairn has partnered with some of the world’s wealthiest families to meet their needs and drive better outcomes year to year, decade to decade generation to generation.As President of Family Office, Andy Busser leads Pitcairn’s exceptional team of relationship managers, analysts, and client communications professionals, ensuring that the Pitcairn client experience sets the standard for families of wealth. People who know Andy describe him as curious and enthusiastic, with a passion for solving complex problems.
Andy brings a commitment to objective analysis and holistic solutions to the Leadership Team, and he is known for building successful relationships with clients and employees. Throughout his Pitcairn career, Andy has spearheaded the development of the Pitcairn Experience. He continues to position Pitcairn as a leading innovator among family offices. Before joining Pitcairn in 2015, Andy was a partner at Symphony Capital, a healthcare-focused investment manager of private equity and hedge funds. Previously, he was a management consultant at The Wilkerson Group and its successor, Wilkerson Partners.
Andy holds an AB in History from Colgate University. He has served on multiple boards, including the Colgate University Alumni Corporation and Lincoln Center Education, and Andy is currently a trustee of the National Committee on American Foreign Policy. Creative by nature, Andy enjoys painting, in particular, landscapes. He is an avid reader and can usually be seen traveling with a book on history or economics.
Originally from Columbus, Ohio, suburban Philadelphia is now home for Andy, his wife, and two sons. Whenever possible, he can be found skiing in the Rockies or fishing the waters off Cape Cod.
Listen to this informative Private Equity Profits episode with Andrew Busser about maintaining and protecting generational wealth.
Here are some of the beneficial topics covered on this week’s show:
Providing a comprehensive service experience across all the dimensions of family wealth.
What it means to truly be an advocate for clients. • The one thing that can destroy generational wealth.
The importance of understanding family dynamics. •
Pitcairn’s Gen 7 research hub.
Communication in teaching generations what it means to be responsible with money.
Larry Kaplan, Managing Director at CSG Partners, LLC.
Larry has built the nation’s leading leveraged employee stock ownership plan (ESOP) practice. His expertise in capital structure and ESOP optimization has led to hundreds of successful liquidity transactions and numerous accolades from industry organizations. He is also the owner of Synergy Capital I, LLC, a broker-dealer that provides corporate finance, liquidity and M&A solutions for private companies.
Listen to this informative Private Equity Profits episode with Larry Kaplan about identifying risk factors that can lead to permanent impairment of capital.
Here are some of the beneficial topics covered on this week’s show:
Does ESOP give shareholders more after tax value more than private equity?
How to determine whether it’s worth exploring an ESOP transaction.
Analytics and data that drive the ESOPs recommendations.
Employee stock ownership plans and how they are funded.
Operating as industry agnostics. Firm philosophy and culture.
Cliff Locks 0:01 Welcome to the private equity profits podcast. I’m Cliff locks your host and with me today is Lawrence Caplan Founder and Managing Partner at CSG partners LLC. Larry has built the nation’s leading leveraged employee stock ownership plan. It’s an Aesop practice and is actively involved in all aspects of csgs investment banking activities. He helps owners of private middle market companies achieve equity monetization, while addressing personal goals such as business continuity, legacy and estate planning. His expertise in capital structures and Aesop optimization has led to hundreds of successful liquidity transactions in numerous accolades, industry organizations. Tell me how you got started, Larry, and what led you to private equity?
Larry Kaplan 0:47 Sure, I was working at a middle market accounting firm in New York in their Consulting Group, doing some general consulting we also have m&a side of our business. And I was working with one young individual that started a company was 34 years old was constantly reinvesting in his business and wanting to sell the company and we had taken the company to market he’d gotten some bids from private equity, a few from strategic and they were really low three, let’s say four to four and a half times Eva Dodd is about 21 years ago. And at the same time, we were doing some work for the garment center company, Bill Blass here that he had passed away and his estate was selling their interest. And I found out they had an employee stock ownership plan, bill actually actually sold a piece of his companies earlier. And he used that money to fund which now I think the name has changed, but was then bill Blass Reading Room at the New York Public Library. And I became interested in the Aesop I knew nothing about it. And I started talking to people that were involved in that Aesop. I spoke to their attorney, and they were telling me the tax benefits that you receive when he sold to the sap. And I knew nothing about that. And I said, That’s amazing. Actually, I said, these tax benefits are really encrypted, you don’t pay capital gains taxes, the company receives tax deductions equal to the sale value. And so I started going around to the partners at this firm, which was an excellent firm, and I started asking them what they knew about Aesop’s and everything that they knew about Aesop’s was completely wrong, because they just didn’t have any of the facts. And these are very smart audit and tax people. And I said, Look, there’s this major disconnect in the marketplace between what’s reality and what this product actually is. And so we then took this company down the road of selling to an iOS app, he got as much money after tax if he would have sold the company. And it became a huge success. Because Three years later, he sold to the software initially for like, value the company was $40,000,000.03 years later, he ended up selling the company for $140 million. He walked away with a ton more money, the employees walked away, I think there are maybe 50 of them with over $40 million. It was a major success. And that’s what led me to say there is this opportunity in the market because business owners don’t understand Aesop transactions, nor do they’re professional advisors, the one that I came across, and that’s how I got started.
Cliff Locks 3:08 I appreciate that. Tell me about your employee stock ownership plans and how they are funded.
Larry Kaplan 3:14 Sure, we like to tell business owners that any doing an Aesop is doing a leveraged buyout of your own company, right, just like a private equity firm is gonna go in, and they’re gonna put some equity to the transaction and go to the capital markets to raise debt to finance the transaction. We’re doing the same thing, right. And initially, we had to educate the banks as to Aesop’s, we had to educate the funds to ethos, we had to educate all parts of the marketplace as to why they should be lending into an Aesop transaction at terms similar to what the private equity firms are doing. And so now we got the same access to the capital markets as a private equity firm doing up and down the markets. Last year, we closed our first high yield leverage bond offering to financing ease up which was we raised over $500 million for that transaction. So we’ve got in and said to these business owners, you could do it and we’re going to help you do it. And that’s where the money comes from. It’s a debt driven transaction. There’s no equity in the deal. But since the owners aren’t paying capital gains taxes when they receive those funds, that’s the equity piece that we’re able to fill in the gap.
Cliff Locks 4:21 Isn’t Aesop give shareholders more after tax value more than private equity?
Larry Kaplan 4:26 Well, a couple of things we’re going to talk about after tax value number one, just from a strict monetary perspective, right when you sell to an ISA, under Section 1042 of the code. When you receive those proceeds, if you reinvest into qualified replacement property similar to a 1031. In real estate, it’s much more flexible. You could defer paying capital gains taxes. As long as you hold that replacement property. There’s a whole industry that’s popped up helping business owners satisfy that qR p requirement, but number one right off the bat, you’re not paying these taxes. And that’s kind of like the great equalization factor with what you’re going to see with the private equity deal. But in addition, right, how does it give them more and this is really, sometimes we go into a transaction and the private equity offers are more than what they’re going to be able to get from selling to an ease up. Most of our deals are done directly, though, with private, family owned businesses. And they could be a business in Des Moines, Iowa, or remote portion of Iowa. And they’re the private employer in that town. So when these companies start looking for liquidity strategy, these employees have been with them. In some cases, since they’ve been in that community since the 19th century. While they want to get the value for the company, getting the absolute maximum last time off the table is not what’s driving most of the people that are doing any stuff. They want value. They want strong value, but they’re also looking at their community and what’s selling to a third party could ultimately do to their community.
Cliff Locks 5:54 Well said, What industries do you serve?
Larry Kaplan 5:56 We’re industry agnostic. So right now we’re probably working on 30 or 40 different transactions. We’re working with companies in the construction industry, manufacturing, distribution, transportation, services and consulting. We’ve got a large medical practice. Aesop transaction right now, you’ve probably done some episodes on the healthcare industry. And we’re offering Aesop’s to medical practices, the same kind of a structure that they’re getting through private equity. They could do it through an Aesop. So you name any attack, we’ve got accounting firms, we’ve been uncertain specialized law firms, you name any type of an industry. And as long as those companies are paying taxes, then Aesop could be an alternative structure for them.
Cliff Locks 6:41 Very interesting. What are you most proud of in your career to date?
Larry Kaplan 6:45 Well, I think in general, we’re both proud of we’ve probably made hundreds, if not 1000s of employees, millionaires through use of putting these up in place. And I’ll just give you one quick story. One of the earlier, Aesop’s, I did turn out extremely well. And it was limited workforce. So most of the most of the top executives at the company when the company was sold four or five years later, walked away with north of a million dollars in their retirement account. And independent of this, I was playing in a casual poker game with my brother in law and some of his friends. And there was one of the guys who I’d never met before who said, Yeah, my wife worked at that a special needs child that really needed a lot of care and it was very expensive. And he said my wife worked at me SATCOM, through the sale of her stock. When the company was sold, she was able to fund the care for the rest of his life through the proceeds that she received from the Aesop. And to me, that was amazing. And we see this time and time again, now that we’re really transforming not just the selling shareholders, right, they’re happy, and they’re getting great deal. But it’s also the people that helped build these companies that are now getting dissipate in capitalism and ultimately sell and get this money. So it’s a nice thing to do very positive.
Cliff Locks 7:59 What is your approach to identifying risk factors that can lead to permanent impairment of capital,
Larry Kaplan 8:04 just like everybody else, right? So anytime we’re going into a company, we’re going to be the liaison between the company and the credit markets. And so we try to do the same type of due diligence and stress testing as any type of private equity firms come into a company and do right, what could happen to impair this company’s future cash flow. And of course, because of the ISA up in the company not paying taxes, they’re always gonna be better off at least there’s some positive cash flow. So when you stress testing and Aesop, even if the company is performing, you know, 50% less, they’re still generating the same after tax cash flows. So you’ve got more buffer in your ability if things go wrong, but it’s the same thing, right? How How big is your order book, how sticky is your clientele, the same kind of stuff that our private equity firms gonna go when we try to analyze and the better companies could get, you know, six, seven times, even puddings that don’t have that, you know that you get two times EBIT, done alone. So it just runs the gamut. And it’s the same analysis than any private equity firm will come in and do. How
Cliff Locks 9:05 do you help clients determine whether it’s worth exploring an Aesop transaction?
Larry Kaplan 9:09 Right, so we do a lot of right. So we’re a very quantitative driven firm, right? So the first thing that we go into a business owner is that we say, look, you have all these other options, right? And which is the best option for you. We’re gonna run financial models, and we do this virtually every day, we’re gonna say, what does an Aesop look compared to private equity day one? What does it look like in years 345? What does it look like and compare it to a strategic value strategic buyer. So we’re running all these different models with different assumptions and then we come through and we work. Normally we’re introduced to these clients through a trusted advisor, whether it’s their accountant, their lawyer, or some other type of their financial wealth manager. And so we’re including them in the process and collectively, they look at it and you also need to include estate planning, all the things that you look at in any type of asset. sale gets incorporated into the analysis very, very positive.
Cliff Locks 10:03 What kind of analytics and data drive the SOPs recommendations? Number one, you
Larry Kaplan 10:09 start with the same thing. So we start with the same base financial models, they would with the private equity, you can have a low growth, moderate growth, high growth case, looking at the cash flow of the business. Is it cashflow intensive? Is it not cashflow intensive, we have to look at factors that lower taxable income such as a cubii deduction, depreciation, and then we look at the company and saying, Okay, how much the bottom line driver with does the E sub really make sense? Higher the taxes that those companies are paying? When I say to companies, they’re usually pass through entities 95% of the time, either an S or an LLC, paying taxes at the personal level? And then we say, okay, when we layer on the ISA, right, how much better off of those companies be? And then we say, how much money Can we borrow, right? What’s the value of the company for Aesop purposes, so all these when we do analysis, it’s usually a 60 page analysis that covers value, capital, raise cost of capital, the ability to pay that down based on various assumptions. So again, it’s a lot of modeling. And that’s where people appreciate the detail that goes into this analytical exercise,
Cliff Locks 11:17 very professional. Describe the culture and philosophy of the firm.
Larry Kaplan 11:22 You know, our culture philosophy is always do the right thing for the client, right. And so number one client comes first, second, and third, always, you know, tell the good news and the bad news, if it makes sense. Let’s go for it. If it doesn’t, it doesn’t, then let’s not waste everybody’s time and, and try to put a square peg in a round hole. Most people at CSG have been with us further, you know, for the last 20 years, when they start coming very few people leave most of our managing directors now they become a Managing Director Emeritus. So even though they’re not working full time anymore, what ex partner who is now in his 80s, and he’s still bringing in business. And so who worked with some of the younger people, they’ll run the deals, and he’ll do it. So we have no stop limit, you know, you could continue working. And then now what we’ve really done over the last five years is bringing a real good core group of younger people that are gonna be the future of this for I think we give the best training. I mean, we know that because a lot of times, historically, they kind of target our employees and take them over the bigger banks. And then sometimes we just hired our new head of capital markets, have worked with us 15 years ago, went to work for the major banks, and then we brought him back in, and he’s been a phenomenal help for us opening up new sources of capital that we could never have touched by ourselves. So that was great.
Cliff Locks 12:39 I’m proud of you and your team a continuity, yeah, and flourishing, and really the doing the training with internal. And then the mentor. I think it’s very, very positive. And I wanted to ask you, what do you love what you do in what do you find most rewarding personally?
Larry Kaplan 12:53 Yeah, so I’m not a normal person. Because I love I mean, I love what I do, right? I mean, we’re working with different business owners in different businesses all around the country. And one thing I really didn’t love was I was on a plane, you know, usually two or three days a week. Now I bow under COVID, I sit here, we’re doing a meeting in Los Angeles, I’m doing a meeting in Phoenix, and I don’t have to travel as much, I enjoy that. But I enjoy working with business owners, right. And I enjoy working with the companies and then seeing them transform, and then seeing the success that comes out of these businesses and how successful they could become and how value how wealth is a tremendous wealth creator, not just for the few people on top, but for all of the employees at the company. And it really is great when you start to see some of these companies in the success they’ve had. Since I’ve been doing this now it’s our 21st year, you know, we see some major, major success stories.
Cliff Locks 13:46 It’s exciting. It’s not just the top sea level, the really it’s the employees at that point. And it’s
Larry Kaplan 13:51 we’ve got, you know, hourly employee workers at companies that have got retirement accounts that are in the seven figures, tremendous, what would be your personal legacy? Well, my personal legacy, just that this see our firm and the work that we’re continuing to do, to see and continue to see that, you know, we’re out here and do more of them. Unfortunately, Aesop’s are, you know, a backwater area of finance, most people don’t know them. So when you look at the benefit they bring versus the amount of market penetration they have. We’re just scratching the surface. My what I would like to see is a company that hopefully this year we’re going to do 25 to 30 of these transactions, but in five years, we’re doing 150 to 200 of these transactions and just to continue what we’re doing but in a bigger, more broad based way. Very positive. I truly appreciate you spending the quality educational time with our listeners today, Larry. Larry, can
Cliff Locks 14:47 I share your contact information with our listeners? Absolutely. You can reach Larry by email at info at CSG partners comm which is spelled info inf o at CSGP ar T and ers.com you can reach Larry by phone at 212-433-5500. Again that’s 212-433-5500 Thank you for our listeners. I look forward to being back with you shortly for another episode of the private equity profits podcast. This show has been produced by market domination, LLC.
Originally published March 9, 2021. What is the current state of cross-Atlantic mergers and acquisitions? Bob Woosley interviews transaction and investment …
