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1 Welcome

2 Brian B. McCuller is the Tax Practice Leader for LBMC. Brian is an attorney and a CPA with over twenty years of experience in the state and local tax field. He specializes in multi-state tax planning and controversy services. Brian has advised Fortune 500 companies, as well as middle-market companies with multi-state and multi-national operations. Brian has represented clients on a variety of issues before state tax departments across the country. Brian is a frequent speaker and author on the topic of multi-state taxes. The industries Brian typically serves include manufacturing, software and information technology, online retailers, hotel owners/operators, and retail consumer services. (615) bmcculler@lbmc.com

3 Questions Online Audience: your questions to TSCPA Brentwood: Write your questions on the question sheet provided at registration. Please write the question under the section title that it relates to.

4 Resources LBMC Federal Tax Reform Resource Center Four summaries Overall, Individuals, Business, Employers Major Misconceptions About Tax Reform s Impact on Individual Taxpayers by Blake Harrison, Senior Manager, Wealth Advisors Federal Tax Reform Rolls into Tennessee, But Will it Stick? by Brian McCuller, Tax Practice Leader

5 Agenda Individuals 199A [20% Deduction for Qualified Business Income of Pass-Through Entities] Estate and Gift NOLs and Excess Business Losses Depreciation and Interest Limitations C-corp tax rates vs. Pass Through tax rates

6 Individuals Blake Harrison is a Senior Manager with LBMC Tax Services. He has gained expansive experience in tax planning and compliance working with clients in Northeast Ohio, Washington, DC and New York City before settling in Nashville. Blake practices in our Wealth Management Services team at LBMC where he serves the needs high net worth clients and their families. He specializes in investment entity taxation as well as individual, trust, and estate tax planning and compliance. He has worked with clients in various industries including investment managers, entrepreneurs, manufacturers, real estate professionals and university professors. (615) bharrison@lbmc.com

7 Tax Brackets, Rates, and Standard Deduction Amounts Prior Tax Law Rate New Tax Law Rate Under $9,325 Single 10% Under $9,525 Single 10% Under $18,650 MFJ Under $19,500 MFJ $9,325 - $37,950 Single $18,650 - $75,900 MFJ $37,950 - $91,900 Single $75,900 - $153,100 MFJ $91,900 - $191,650 Single $153,100 - $233,350 MFJ $191,650 - $416,700 Single $233,350 - $416,700 MFJ $416,700 - $418,400 Single $416,700 - $470,700 MFJ Over $418,400 Single Over $470,700 MFJ 15% $9,525 - $38,700 Single $19,500 - $77,400 MFJ 25% $38,700 - $82,500 Single $77,401 - $165,000 MFJ 28% $82,500 - $157,500 Single $165,000 - $315,000 MFJ 33% $157,500 - $200,000 Single $315, $400,000 MFJ 35% $200,000 - $500,000 Single $400,000 - $600,000 MFJ 39.6% Over $500,000 Single Over $600,000 MFJ Filing Status Prior Tax Law New Tax Law Single $6,350 $12,000 HOH $9,350 $18,000 MFJ $12,700 $24,000 Personal Exemption $4,050 per person None 12% 22% 24% 32% 35% 37%

8 Itemized Deductions State and Local Taxes Miscellaneous Itemized Deductions Mortgage Interest Charitable Contributions Payments in exchange for the rights to purchase college athletics tickets PEASE Adjustment Prior Tax Law Unlimited deduction of eligible state and local sales, income and property taxes. Deductible in excess of 2% of Adjusted Gross Income Limited to interest on $1M of acquisition debt and $100K of Home Equity Line. Cash contributions deductible up to 50% of AGI. Charitable deduction of 80% of the payment. Limited overall itemized deductions by 3% of AGI above a certain threshold New Tax Law Limited to annual deduction of $10,000 ($5K for Single) Eliminated Limited for NEW mortgages to interest on $750K of acquisition debt ($375K Single). Increase of limitation on cash contributions now up to 60% of AGI. Not Deductible. Eliminated eligible itemized deductions are no longer limited by a function of AGI.

9 AMT for Individuals Minimum Tax Rate Exemption Prior Tax Law 26% up to$186,300 AMTI 28% AMTI > $186,300 $54,300 Single $84,500 MFJ New Tax Law Same $70,300 Single $109,400 MFJ Phase-Out Thresholds $120,700 Single $150,900 MFJ $500,000 Single $1,000,000 MFJ

10 Impact Of Individual Tax Changes Larry Example Steve Example Phil Example Old Law New Law Old Law New Law Old Law New Law Adjusted Gross Income 685, , , ,000 4,200,000 4,200,000 State and Local Taxes 57,000 10,000 9,900 9, ,000 10,000 Misc. 2% Itemized 190,000-2, ,000 - Charity, Interest, Other 5,700 5,700 26,000 26, , ,000 PEASE Limitation (11,000) - (11,600) - (117,000) - Total Deductions 241,700 24,000 26,300 35,900 1,530, ,000 Taxable Income 443, , , ,100 2,670,000 3,243,000 Regular tax 61, , , , , ,000 AMT 69, ,000 - Other 16,500 16,500 5,700 5, , ,000 Total Tax 147, , , ,700 1,016,000 1,182,000 Difference 10,500 26,000 (166,000) Tax Savings Tax Savings Tax Cost

11 Tax reform timeline President Trump s Inauguration Congress agrees on a budget paving path for tax reform legislation House Ways and Means approves H.R.1 as amended. Senate Finance Committee releases policy highlights outlining their tax reform goals. January 20th September 27th October 26th November 2nd November 9th Trump administration releases Unified Framework for Fixing Our Broken Tax Code Tax Cuts and Jobs Act (H.R.1) released by the House Ways and Means Committee

12 Tax reform timeline cont d House bill Passes Senate Finance Committee approves Reconciliation process between the two bills begins President Trump signs the new tax bill into law November 16 November 29 December 6 December 19 December 22 Senate bill passes House and Senate pass revised bill

13 199A [20% Deduction for Qualified Business Income of Pass-Through Entities] Cindy Anderson is a Senior Manager in the LBMC Tax practice. She has extensive tax experience in individual, business, estate, trust, and inheritance returns. Cindy is a member of the Wealth Management team at LBMC, where she works with closely-held businesses and their owners on a wide range of tax issues, as well as high wealth individuals and families to maximize their wealth building and protection strategies. Cindy has been involved in tax, accounting and consulting engagements in various industries including real estate and construction, restaurant, wholesale distribution, service organizations, healthcare, retail businesses, and not-for profits. She enjoys working closely with clients and their staff to take care of their needs, answer questions or provide software assistance. (615) canderson@lbmc.com

14 Pass Through Entities New Special 20% Deduction Pass-thru entities Sole proprietorships (no entity, Schedule C). Real estate investors (no entity, Schedule E). Disregarded entities (single member LLCs). Multi-member LLCs. Any entity taxed as an S corporation. Trusts and estates, REITs and qualified cooperatives.

15 Pass Through Entities New Special 20% Deduction Section 199A Broad Strokes Individuals, trusts, and estates are eligible for a 20% deduction on certain income from pass through entities. Cap on the amount eligible for the deduction based on W-2 wages, plus in some cases, the unadjusted basis of eligible property at specific income levels. Modified taxable income limitation. Special limitations apply to specified service businesses. Below-the-line deduction to taxable income. Effective top tax rate of 29.6% (37% x 80%)

16 Pass Through Entities New Special 20% Deduction 199A Qualified Business Income pass-through deduction 20% of the taxpayer s qualified business income (Before limitations)

17 Pass Through Entities New Special 20% Deduction Section 199A Qualified Business Income QBI What it Is: Includes the profit from an active trade or business and including rental income as long as you are not operating as a c corporation QBI What it Is NOT: Reasonable compensation paid by the business Guaranteed payments Investment items, e.g. interest income, not properly allocable to the trade or business

18 Pass Through Entities New Special 20% Deduction QBI calculation Sam is a small business owner with a Schedule C who makes $100,000 from his business Sam s taxable income is $150,000 Sam s 199A deduction is 20% * $100,000 or $20,000 His 199A is not limited 100,000 x 20% = $20,000.

19 Pass Through Entities New Special 20% Deduction Income Limits 20% taxable income (excluding cap gains) $207.5k Single; $415k MFJ Limitation phased-in: 157.5K K Single 315k - 415k MFJ.

20 Pass Through Entities New Special 20% Deduction QBI deduction Sam is a small business owner with a Schedule C who makes $100,000 from his business Sam s taxable income is $150,000 Sam s QBI calculation is 20% * $100,000 or $20,000 QBI deduction taxable income limit Sal is a small business owner with a Schedule C who makes $100,000 from his business Sal s taxable income is $70,000 no capital gains included Sal s QBI calculation is 20% * $100,000 or $20,000 Taxable income limit: 20% * $70,000 or $14,000 His 199A is not limited $20,000 His 199A is limited 100,000 x 20% = $20,000 70,000 x 20% = $14,000 $14,000.

21 Pass Through Entities New Special 20% Deduction W-2 Wage & Qualified Property Limitation If Above Threshold Amount of qualified trade or business income eligible for the 199A deduction is the lesser of: 1. 20% of the QBI or 2. The greater of: 50% of W-2 wages or 25% of W-2 wages + 2.5% of the unadjusted basis immediately after acquisition of qualified property. Taxable Income Threshold: $207.5k Single; $415k MFJ Limitation phased-in: 157.5K-207.5K Single; 315k-415k MFJ

22 Pass Through Entities New Special 20% Deduction Key Components 1. W-2 Wages - wages subject to wage withholding, elective deferrals, and deferred compensation paid by the qualified trade or business with respect to employment of its employees during the calendar year ending during the taxable year of the taxpayer 2. Unadjusted basis of qualified property original cost over life of asset or 10 years, whichever is longer

23 Pass Through Entities New Special 20% Deduction Below Threshold H and W file a joint return on which they report taxable income of $310,000. H s income from business A is $200,000. H s allocable share of wages paid by business A is $60,000. The business has no investment in qualified property. Lesser of: QBI ($200,000) x 20% = $40,000 Or the Greater of: Wages ($60,000) x 50% = $30,000 Wages x 25% + qualified property ($0 x 2.5%) $15,000 His 199A is not limited 200,000 x 20% = $40,000 60,000 x 50% = $30,000 Above Threshold H and W file a joint return on which they report taxable income of $435,000. H s income from business A is $200,000. H s allocable share of wages paid by business A is $60,000. The business has no investment in qualified property. Lesser of: QBI ($200,000) x 20% = $40,000 Or the Greater of: Wages ($60,000) x 50% = $30,000 Wages x 25% + qualified property ($0 x 2.5%) $15,000 His 199A is limited 200,000 x 20% = $40,000 60,000. x 50% = $30,000

24 Pass Through Entities New Special 20% Deduction Below Threshold Above Threshold Loretta owns a warehouse she leases to furniture distributor. She purchased the building for $1,000,000 ten years ago. Taxable income from this activity: $130,000. Single taxpayer with $150,000 taxable income. She hires outside contractors for all the labor needed and therefore has no employees Her 199A is not limited 130,000 x 20% = $26,000 $0 x 50% = 0 $0x25%+$1,000,000 x 2.5% = $25,000 Unlimited Deduction: $26,000 Leon owns a warehouse he leases to furniture distributor. He purchased the building for $1,000,000 ten years ago. Taxable income from this activity: $130,000. Single taxpayer with $350,000 taxable income. He hires outside contractors for all the labor needed and therefore has no employees His 199A is limited His 199A is the lessor of:$130,000 x 20% = $26,000 or $0 x 50% = 0 $0 x 25% + $1,000,000 x 2.5% = $25,000 Limited. Deduction: $25,000

25 Pass Through Entities New Special 20% Deduction Special Limitation for Specified Service Businesses The deduction does not apply to income from specified service businesses unless the taxpayer s income is below the thresholds. A specified service businesses is any trade or business activity involving performing services in accounting, actuarial services, law, health, financial service, brokerage services, investment management, performing arts, athletics, consulting Engineering and architecture businesses are NOT treated as service business.

26 Pass Through Entities New Special 20% Deduction Below Threshold H and W file a joint return on which they report taxable income of $235,000 W s income from qualified business B, a specified service business, is $35,000. W s allocable share of wages paid by business B is $150,000. The business has no investment in qualified property. Her 199A is not limited 35,000 x 20% = $7,000 QBI $35,000 x 20% = $7,000 Wages $150,000 x 50% = $75,000 $150,000 x 25%+$0 x 2.5% = $37,500 Not Needed Below Threshold Above Threshold H and W file a joint return on which they report taxable income of $535,000 W s income from qualified business B, a specified service business, is $35,000. W s allocable share of wages paid by business B is $150,000. The business has no investment in qualified property. Taxable income $535,000 Above Threshold STOP Her 199A is eliminated. $0 (Specified Service Business Limitation)

27 Pass Through Entities New Special 20% Deduction Source: AICPA Tax Reform Overview, Robert S. Keebler, CPA/PFS, MST, AEP

28 Pass Through Entities New Special 20% Deduction Apartment Building A Acquired by LB LP in 1998 for $3,600,000 Planning Example: Do Nothing Apartment Building B Acquired by MC LP in 1998 for $3,600,000 Similar building & identical partners $3,600,000 of depreciable assets No debt QBI of approximately $490, A Deduction = lesser of: 20% x $490,000 = $98, % x $3,600,000 = $90,000 Similar building & identical partners $3,600,000 of depreciable assets Debt of $7,000,000 QBI of approximately $210, A Deduction = lesser of: 20% x $210,000 = $42, % x $3,600,000 = $90,000 Total Deduction 132,000.

29 Pass Through Entities New Special 20% Deduction Planning Example: Recapitalize Apartment Building A No debt New Debt $3,500,000 New QBI of approximately $350, A Deduction = lesser of: 20% x $350,000 = $70, % x $3,600,000 = $90,000 Apartment Building B Debt of $7,000,000New Debt $3,500,000 New QBI of approximately $350, A Deduction = lesser of: 20% x $350,000 = $70, % x $3,600,000 = $90,000 Total Deduction 140,000.

30 Pass Through Entities New Special 20% Deduction Considerations LLC cannot pay wages to owners Guaranteed payments not allowed in wages limitation calculation S Corporations can pay wages to owners.

31 Pass Through Entities New Special 20% Deduction Considerations S Corporations bonus out all earnings to owners eliminates any 199A deduction S Corporations pay only reasonable compensation to owners leaves qualified taxable income in the pass-through entity for deduction.

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33 Estate and Gift Matt Painter is a Shareholder with LBMC Wealth Advisors. He has over twenty five years of experience providing estate and gift planning services. His previous experience includes practice with Coolidge, Wall, Womsley & Lombard of Dayton, Ohio and Holton Goodman & Blackstone in Nashville, Tennessee. (615) mpainter@lbmc.com

34 And oh yeah didn t they do something with the estate tax? The New Basic Numbers We THINK! Estate, Gift and GST Exemption amount: $11,180,000 For a couple $22,360,000 But recall: A person s remaining exemption is always reduced by prior taxable gifts. Sunset: Unless the law is changed in the meantime, the $11 Million plus exemption rolls back on January 1, 2026 to a $5 Million base indexed. Annual Exclusion gifts: $15,000 per donee starting January 1, 2018

35 The Clawback If a taxpayer takes advantage of the increased exemption now and the exemption is rolled back in 2026 it s not necessarily a done deal. If the taxpayer passes away after the rollback there is the possibility that the gifts made during this interim period in excess of the rollback exemption may be subject to the estate tax. Currently this is an unknown.

36 Current Planning Advice: If you are married have your Wills and Trusts reviewed Things just got a lot more complicated and it s surely not a one size fits all world. The big issue: Formula clauses Factors new planning needs to take into account: Portability: The ability to move the unused exemption of the first spouse to die over to the survivor -BUT the GST Exemption is not portable to the survivor Potential for Basis Step Up Making large transfers to take advantage of the increased exemption Bottom-line: Yes it s good news on the estate tax front, but it s also a time to be vigilant in your planning.

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38 Simplified Accounting Methods, Net Operating Loss Changes,& Excess Business Loss Limitations Briana Mullenax is a Shareholder with LBMC Wealth Advisors Tax Practice. She has more than 15 years of public accounting experience in all areas of tax compliance and consulting services. She now focuses the majority of her time working with high-wealth individuals and families and their related entities. Briana served as the Nashville Chapter President for the Tennessee Society of Certified Public Accountants (TSCPA) and is on the Board of Directors for Safe Haven Family Shelter. She is a 2013 recipient of Nashville Business Journals top 40 under 40 award. She resides in Brentwood with her 21 month old son, Lincoln, recovering CPA- Jeremy, & two dogs Bennie & Olive. (615) bmullenax@lbmc.com

39 Simplified Accounting Methods for Small Businesses Changes Applicable to Net Operating Losses New Terminology: Excess Business Loss Limitation

40 Simplified Accounting Methods for Small Businesses Prior Tax Law New Tax Law Percentage of Completion Method of Accounting $10,000,000 $25,000,000 UNICAP/263A $10,000,000 $25,000,000 *expanded to include producers Cash Method $1,000,000 $25,000,000 *repealed all prior years requirement Inventory $1,000,000/$10,000,000 $25,000,000

41 Simplified Methods of Accounting for Small Businesses WIN for small businesses! Change of accounting method needed Generally, deduction in year of change

42 Net Operating Loss: Individuals & Corporations Expenses > Revenue = Negative Income or Loss or a Net Operating Loss ( NOL ) Old Law: Carryback 2 years; Forward 20 years New Law: Repealed carryback, Carry forward indefinitely Old Law: Generally limited to taxable income New Law: Limited to lesser of NOL or 80% of income computed before NOL for losses incurred after December 31, 2017 (NOL s created prior retain 100%)

43 Corporate Net Operating Loss Taxable Income before NOL Net Operating Loss Deduction ($6,000,000) $9,000,000 $0 (6,000,000) Taxable Income before NOL Net Operating Loss Deduction ($6,000,000) $5,000,000 $0 (4,000,000) Taxable Income $0 $3,000,000 Taxable Income $0 $1,000, NOL Carryforward $6,000,000 $ NOL Carryforward $6,000,000 $2,000,000 Limited to lesser of $9,000,000 *.8 = $7,200,000 or NOL $6,000,000 Limited to lesser of $5,000,000 *.8 = $4,000,000 or NOL $6,000,000

44 Should you create a carryover loss that could be limited to 80% in subsequent year by accelerating deductions or defer the deduction (when possible) to the following year?

45 Corporate Net Operating Loss Example Interplay between old rules & new rules ABC Corporation has a net operating loss carryforward from 2017 of $9,000,000 and a 2018 NOL of $2,000,000. What is the NOL deduction at various taxable income levels?

46 Corporate Net Operating Loss Taxable Income before NOL Net Operating Loss Deduction Example 1: $6,000,000 Taxable Income Example 2: 9,000,000 Taxable Income Example 3: $11,000,000 Taxable Income Example 4: $13,000,000 Taxable Income Example 5: $13,750,000 Taxable Income $6,000,000 $9,000,000 $11,000,000 $13,000,000 $13,750,000 $(6,000,000) (9,000,000) ($9,000,000) ($10,400,000) ($11,000,000) Taxable Income $0 $0 $2,000,000 $2,600,000 $2,750, NOL Carryforward 2018 NOL Carryforward $3,000,000 $0 $0 $0 $0 $2,000,000 $2,000,000 $2,000,000 $600,000 $0

47 Changes to NOL s Corporations with Fiscal Years Ending after December 31, 2017 Fluctuations in Taxable Income Rate Change Historically paid zero tax Again, limitation applies to individuals & corporations

48 Excess Business Loss Limitation Basis > At-Risk > Passive > Excess Business Loss Limitation Is a current passthrough loss deductible by an individual? Hurdle 1: Does partner have basis? Hurdle 2: Is partner at-risk? Hurdle 3: Is the income passive or active? If passive, limited to passive income OLD LAW: If active net loss, deductible in full NEW LAW Hurdle 4: If a net loss, limited to $250,000 single or $500,000 Married Filing Jointly

49 Excess Business Loss Limitation Joe is single. He has wages of $400,000 and a passthrough loss of $600,000 from his active trade or business in Year 1. He has investment income from outside sources of $700,000. Joe is used to offsetting his portfolio income with his active trade or business loss.

50 Excess Business Loss Limitation Prior Tax Law Year 1 New Tax Law Year 1 Wages $400,000 $400,000 Prior Tax Law Year 2 New Tax Law Year 2 Wages $300,000 $300,000 Interest & Dividend Income Active Business Passthrough Loss 700, ,000 (600,000) (250,000) Interest & Dividend Income Active Business Passthrough Loss 600, ,000 (100,000) (100,000) Net Operating Loss Deduction Net Operating Loss Deduction (350,000) Adjusted Gross Income $500,000 $850,000 Adjusted Gross Income $800,000 $450,000 Net Operating Loss carryover $350,000 *lesser of NOL or 80% income before NOL or $800,000

51 Excess Business Loss Limitation Prior Tax Law Year 1 New Tax Law Year 1 Wages $400,000 $400,000 Prior Tax Law Year 2 New Tax Law Year 2 Wages $200,000 $200,000 Interest & Dividend Income Active Business Passthrough Loss 700, ,000 (600,000) (250,000) Interest & Dividend Income Active Business Passthrough Loss 300, ,000 (100,000) (100,000) Net Operating Loss Deduction Net Operating Loss Deduction (320,000) Adjusted Gross Income $500,000 $850,000 Adjusted Gross Income $400,000 $80,000 Net Operating Loss carryover $350,000 *lesser of NOL or 80% income before NOL or $320,000 Remaining $30,000 carries forward

52 Excess Business Loss Limitation W-2 Wages not considered business income (absent clarification or correction) You have to fully understand the individual tax situation before creating wage income Is it more beneficial to defer the deduction to stay under limit or to create an NOL? Prior Tax Law Before Planning Prior Tax Law After Planning New Tax Law Wages $200,000 $400,000 $400,000 Other Active Business Passthrough Loss Taxable Income (300,000) ($500,000) (250,000) $(100,000) $(100,000) $150,000

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54 Depreciation and Interest Limitations Kevin T. Yager is a Senior Manager with the LBMC Tax practice. He has 30 years of experience providing tax services to a variety of closely held businesses and individuals. The industries he has worked with include distribution, technology, manufacturing, services, construction, real estate, entertainment and other retail and wholesale trades. He holds CPA licenses in Tennessee, California and Florida and has previous experience practicing with local CPA firms in all three states. (615) kyager@lbmc.com

55 Depreciation

56 Depreciation Changes

57 Enhanced Bonus Depreciation 1) 100% Bonus

58 Enhanced Bonus Depreciation 1) 100% Bonus 2) Used Property now qualifies

59 Enhanced Bonus Depreciation 1) 100% Bonus 2) Used Property now qualifies 3) Retroactive to 9/27/17

60 Enhanced Bonus Depreciation No dollar limit No time of year reduction Applies to most purchase of fixed assets other than real estate 100% rule in place for next 5 years and then starts phasing out Doesn t apply if you use Floor plan Financing

61 100% Bonus Depreciation

62 Section 179 Expensing 1) Limitation increased to $1 million 2) Phase out now starts at $2.5 million 3) Expanded to apply to roofs, HVAC property, fire protection, alarm and security systems.

63 Tax Cuts & Jobs Act Tax Cuts & Jobs Act

64 Business Interest Limitation 1) Businesses over $25 million average gross receipts (except a few industries who can elect out) 2) Need to aggregate controlled groups 3) Applies regardless of business entity 4) Exclusion for floor plan interest

65 Real Property Trade or Business Real property development, redevelopment, construction, reconstruction, acquisition, conversion, rental, operation, management, leasing or brokerage trade or business.

66 Business Interest Expense Limit 1) 30% X Adjusted Taxable income 1) Plus interest income 2) Plus any floor plan interest

67 Top Effective Tax Rates Prior Law Current Law C Corp 50.47% 39.8% Owner of Pass-Through: 40.8% 29.6% Difference: 9.67% 10.2%

68 Top Effective Tax Rates Prior Law Current Law C Corp 50.47% 39.8% (35% + (65% x 23.8%)) (21% + (79% x 23.8%)) Owner of Pass-Through: 40.8% 29.6% (39.6% + 1.2% Pease (37% x 80%) limitation) Difference: 9.67% 10.2%

69 Should I convert to a C Corp? Possibility that the 21% rate won t last long. Potential Double tax If S election is revoked, cannot re-elect S status for 5 years State tax considerations New contracts with venders/customers may be required due to new entity. Possible tax cost to change current entity.

70 Panel Discussion

71 Thank you! Questions? Want more information? Contact: Brian B. McCuller, JD, CPA Shareholder & Practice Leader, Tax Services LBMC

72 Tax professional Standards Statement This content supports LBMC s marketing of professional services and is not written tax advice directed at the particular facts and circumstances of any person. If you are interested in the topics presented herein, we encourage you to contact us or an independent tax professional to discuss their potential application to your particular situation. Nothing herein shall be construed as imposing a limitation on any person from disclosing the tax treatment or tax structure of any matter addressed herein. To the extent this content may be considered to contain written tax advice, any written advice contained in, forwarded with or attached to this content in not intended by LBMC to be used, and cannot be used, by any person for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code.