Potential Financial Implications of the Impending Tax Changes
Kirsten Petras: Hello, everyone. Thank you for joining us today in our final OnPoint webinar of 2021, in a joint webinar we're hosting between Oak Street Funding and Somerset CPAs. Today, we're joining our offices by Jane Saxon, Principal at Somerset CPA firm, and Steve Blake, Senior Manager at Somerset CPA firm, located right here in Indianapolis. Rick Dennen, Chief Corporate Banking Officer and founder CEO of Oak Street Funding, is joining us virtually. So this should be exciting. I'm Kirsten Petras, Executive Sales Director here at Oak Street. And I have the pleasure of leading our sales team as they work with our borrowers to strategically use debt to grow their businesses. And our teams have been asked throughout the year about these anticipated tax changes. And most recently, we've seen an uptick in activity in terms of businesses being both bought and sold in anticipation of the tax changes. So today, we have a remarkable opportunity bring Jane and Steve to you to provide some much needed clarity to the expected tax changes we've heard so much about. And of course, having Rick bring his perspective to the trends we've seen as a commercial lender, how these changes are driving decisions this year and into next, plus as a business owner and how these decisions have, or have not influenced his previous decisions. So let's get started. Steve, you come to our audience today, not only as a practicing CPA with experience in tax consulting when it comes to mergers and acquisitions, but you're also a tax attorney and you've worked in a variety of ways when it comes to optimizing one's tax strategy. Thank you for being here.
Steve Blake: Of course.
Kirsten Petras: Jane, thank you for joining us. You've been focused on tax planning, consulting, and assisting business owners throughout their transitions, and for most of your career as a CPA, we look forward to you bringing your insights to what's on the horizon for many of them. So let's get started. So the outlook, the theme of outlook, Jane, I'll start with you. Looking for the overview of the differences, everybody chattering about it, but what are some key differences that people that are listening today, business owners, should be mindful of, current tax law to the anticipated changes in the tax law?
Jane Saxon: Absolutely. So there's been a lot of talk about anticipated changes. As we sit here today, and we prepare for the filing of the 2021 tax season, we really don't have any changes that have occurred. We've talked about a lot of differences. We've talked about what could potentially happen. 2021 appears that it is going to be stable so we can continue with the traditional planning that we have in place. One of the advantages that we have is we believe that we probably are in a current lower tax environment than we're going to see in the future. Anticipated changes for 2022. Although, there are not anticipated changes in capital gain tax rates or in income tax rates, there are additional taxes. We're going to talk a little bit today about some of those changes, but one of the most significant is what is called the surcharge tax. And that's an additional 5% tax on modified adjusted gross incomes over$ 10 million for those married filing jointly. And there's in addition to that, there's an additional 3% surcharge and these are all proposed for incomes over$ 25 billion. Is that correct, Steve?
Steve Blake: inaudible 25 million.
Jane Saxon: And again, these are all proposed. We've got more questions than we have answers right now, but one of the... I guess, the thing that we feel we're certain of, is that as we sit here today, we probably are in a lower tax environment that we found ourselves, which does change our planning to some degree. As tax accountants, we generally want to defer income as long as possible. We're reevaluating that in this circumstance. Now we are certainly inaudible to provide a tax to the IRS any sooner than need be. However, if we can do that at a lower marginal rate, then it may be something we look at this year. Steve, what are your thoughts?
Steve Blake: Yeah, definitely. I completely agree. It's been kind of a weird tax planning season this year, because like you mentioned, most years, you want to defer that income to future years, delay that tax as much as you can, but if we're going to have higher tax rates in the future, you're going to be paying a higher tax on those same dollars in the future. So we're kind of putting our planning on its head this year, and trying to really pull some income back into this year and use that advantage of those lower tax rates and avoid some of these possible tax increases in the futures.
Kirsten Petras: Rick, so as a business owner, with what Steve and Jane just shared about making that change in the planning piece, how has changing taxes and the tax law adjustment that have happened over time played a significant role, or any role in your overall business planning?
Rick Dennen: What I would say is when we set up the business initially, we were focused more on a single layer of tax. We were an LLC treated as a partnership, and therefore kind of avoided the double taxation. Once we got involved with private equity, traditionally like C corporation so you are going to get the double taxation. But we haven't had a whole lot of changes in tax rates during the 20 year period, the corporate tax rates in the 20 year period, that we've been in existence. Jane and Steve really do bring up some good points with just the thinking around if you rate, and I do agree with both of them, I don't think rates are going to go down. Jane talked about the surcharge, which certainly is out there and looming, but what also is out there and has been out there is the potential for increase in the ordinary and long term cap gains rates, which has impacted the M& A markets quite a bit. And I think accelerated a lot of activity, and made people think that what I could sell now and pay a 20% cap gains versus if I defer potentially paying upwards around 40, and therefore the benefit of sticking around really isn't there. So I think just some of the business owners that I've spoken to, is as I'm sure they have, just that philosophy around it might be a time to accelerate in some gains, which is abnormal and not what the normal process is when you're trying to avoid paying tax. But if it's going to be at a much cheaper rate, then it could have an impact. But so overall we've been pretty fortunate during our 20 years that the rates have not changed dramatically, and it really hasn't impacted too many decisions-
Kirsten Petras: With this understanding of 2022, capital gains rates changing, what should a business owner really be... Is there some action, is there something they should be doing based on being one size versus being another size, some feedback to how they should be taking care of this for themselves, Steve?
Steve Blake: Yeah. So when you go to sell a business, there are a couple of ways you can do that, which is why they're looking at the capital gains rate right now. And the bill we kind of keep talking about that hasn't come to push yet, is the Build Back Better act. It's being debated in the Senate right now. So none of those changes have gone into effect, but the current version of that doesn't have any increases to the capital gain rates or the ordinary rates. Those were our big items early on in the process. Biden was really pushing for them to be part of the package, but having gone through the House and the debate that took place there, those have been taken out replaced with some of the other things we'll talk about out. So right now, there are no real tax rate changes between 21 and 22, when it comes to ordinary rates and capital gain rates. So the same tax principles would apply in 22 as have applied in the past, when it comes to selling your business. If it's a stock sale, you're going to have that 20% capital gains rate. If it's an asset sale, then you have a combination of ordinary rates and capital gains rates depending upon your mix of assets. That right now, as of today, has not changed. But that doesn't mean that sometime in 2022, Biden won't pull his proposal back and try and get them into another bill. So, that's still definitely a concern
Kirsten Petras: When we're talking about tax rates to interest rates, Rick, I'm going to ask you. The fed wrapped up their meetings, no change of interest rates right now, expected interest rates to occur over the next year, year and a half, and there's a lot of information coming out of how much people can expect in terms of the number of times the feds may change rates. As a business owner, when you were borrowing money to grow your business, how much did the actual interest rate impact your decision to use leverage to grow your business?
Rick Dennen: As rates, there were certain times early on when rates were quite a bit higher that we tried to, we bought some interest rate swaps and things like that, to try to, I'll call it gaming the market a little bit. But it kind of at the end of the day, that is what it is. You're trying to game the market and act like you're a little bit smarter, or hedge some of the risks that you have. Ultimately, I think it made us some money but the best way to run a business is to just stay really focused, stick to your business plan, stick to your strategies, and things like that. So we were never really in the market to be a, I'll call it a derivatives trader, an interest rate trader, but interest rates play a big part in what our cost of funds were throughout our history for 20 years, for sure.
Kirsten Petras: One question we are getting asked a lot that we absolutely need to defer to people like yourself, is how is the EIDL, ERTC, SB forgiveness, how are these payments factoring into how people are managing their tax liability as they come out of this year?
Jane Saxon: Absolutely. So as you said, the EIDL, the ERTC, SBA, all great programs that put some much needed cash in a lot of our clients and business owners hands. But the big question that we address is now, do I have to give part of that back? What is the tax implication of that? And I have two really good answers, and one that is still not a bad answer, but unfortunately does create a little bit of a tax liability. So the EIDL that is simply a loan. It's a loan like any other third party loan that you have. So deduct interest, but there is no tax implication on the loan payments themselves. The ERTC, however, that is a reduction of employment taxes. So, because your expense is less, you are actually reducing your expense, meaning that you are reducing your deductions against your taxable income. So you are going to see a resulting tax on that. Still a great program. And if you qualify for the ERTC, you want to take advantage of it. You certainly get more advantage by taking it more so than you do by paying the tax on it. So take advantage of it. The SBA is really the... It was the gift that kept on giving.
Kirsten Petras: It sure was.
Jane Saxon: So we got PPP, most business owners were able to receive either one or two different payments, and we didn't know what that was going to look like, and it was an ever evolving, circular reference, I think. Some days it was deductible, some days it wasn't, but we ended up with a good answer. Those funds once they're forgiven are not taxable. So you do still deduct the wages that helped you qualify for forgiveness and the related forgiveness is not taxable. So that was really a big advantage to our business owners.
Steve Blake: Yeah. A couple of things. Then on the strategy side of it, is on the PPP, we mentioned that's tax exempt for federal purpose, but every state's a little different. They can look at the inaudible. So for example, if you're in California, that has its own set of rules, and in most cases, that's going to be still taxable income in California. So you have to be careful on what state you're looking at, and whether or not the state followed the federal rule of making it exempt, or decided they wanted to pick that up as taxable income. And in some states, it depends on your size and your income levels. If you hit a certain size, they're going to treat it as taxable income. And the other thing, going back to the ERTC, which is the employee retention credit, you want to be careful on the timing of that. Like Jane mentioned, that does become essentially taxable income to you because it reduces your expense. Well, you can go back and amend the returns for it. So it's more a question of when do you want to get back and amend the returns for that. Because if that's 2021 wages that you're applying for, then it's the 2021 return that we're getting ready to file where you're going to have to reduce that expense. Well, if you don't want to pay the tax now and then get the refund back later, you want to make sure you time your refund request appropriately. So with a lot of our clients, because right now with the IRS, everybody may have heard, they're very much backlog. There are millions of returns. They're not even looking at amended returns at this point. And so we've got clients where we're being told it'll be 12 months or longer before they get the refund back on these credits. Well, if we're not going to get the money back until sometime in 2023, you don't want to pay the tax on that now. So you want to wait to amend those payroll tax returns until the IRS actually starts issuing the refund
Kirsten Petras: Are the tax changes for sure or just being debated? Jane, I think you just said something about this. Steve, what do you think, is it for sure or still a work in progress?
Steve Blake: It's still very much a work in process. I mean, we've talked about how it's been debated in the House, it's being debated in the Senate. Even one of the big things that's been talked about in this program, besides the tax rate changes, is there's this increase in the inaudible cap limit for itemized deductions to state and local taxes that you pay that you get to deduct on your return. A few years ago, with the tax cuts and jobs act, that was set at a$10, 000 limit. So people that are in higher tax rate states are being limited on what they can to deduct on their federal return. And so several states have to really pushed to get that changed. Well, one of the provisions that was in the House version that actually passed the House is to increase that from$10,000 to$80, 000. However, the Senate has already changed it to take that provision out to inaudible to$ 10, 000. So, and that just happened at the end of November. So early, early here in December. So even though it's past the House and it's in the Senate, the Senate is still making changes, that we've got some senators that are kind of holdouts on the democratic side that once an additional change is made. So I know Chuck Schumer had really pushed to try and have his thing on the president's desk before Christmas. Well, it's looking more and more like there's no chance that's going to happen before the end of this year. Maybe sometime early in the next year, if at all.
Kirsten Petras: Another technical question about it, is will the RMD age change for 2022?
Steve Blake: Yeah. So right now, the RMD age, which is the required minimum distributions from your IRA accounts or retirement plans, it's set at 72 for both 2021 and 2022. There's nothing in this act that changes that age. Now, what it does do, is make some changes to the required minimum distributions. So typically, you don't have to take a requirement distribution until you're 72. If this bill passes, it will change some of the rules and add an additional required minimum distribution. And it's set based on how much funds are in those retirement accounts and then what your income levels are. And if you had certain dollar amounts, you have to take a 50% required minimum distributions, so you have to take half money out. If your income and fund levels are a higher, you have to take 100% out, and you're not allowed to contribute them to an IRA at that point. So really trying to push this idea of taxing the wealthy, and to the point of, if you've got money and a tax effective vessel, they want you to pull that money out and cause the tax to be implicated right then and there.
Kirsten Petras: So how can you help people prepare for that?
Steve Blake: That's a great questions.
Jane Saxon: That's a tough question, yeah. I mean, it's going to have a significant... If it passes, it will have a significant tax impact on higher income and higher wealth individuals. So ideally, we'd like to plan for that rather than being forced to take advantage of it all in one year. So, but again, we're left with this unknown. Will that pass? We just don't know. We're probably not recommending that people go ahead and start liquidating their retirement accounts, unless you happen to be in a lower marginal tax rate. So if you're in a very tax efficient situation, perhaps it is something that we look at. One of the things that we also run across, is as we roll forward to aging, IRAs are not always friendly vehicles for the aging process and doing Medicaid and veterans benefits, tax planning for longer care. So there are a lot of pieces that go into that puzzle. But I would say if you think you may be affected by that, you should probably start taking a look at it. Just in preparation, perhaps no action now, but at least have a game plan in place.
Kirsten Petras: Rick, I do want to go back to you, real quick. As we've seen an uptick in the activity of acquisitions and businesses changing hands, is there any different consideration someone should be taking, if they're selling their entire business versus putting in place a true extended succession plan? So they're selling off some shares, but not all the assets of the business. A different thing, a different list of items they should be considering given one option or the other?
Rick Dennen: I don't think so, to be honest with you, I think if they're in that mode of selling their business, whether they're selling 50% or a 10%, the tax impact is probably going to be the same. They'll end up with the same effective rate on that. But I want to take one step back too, if I could to ask a question of Jane and Steve, to see when you talk about acquisitions and things like that, did you see many people do any estate planning around the unified tax credit and the potential changes that are coming there? People forming trusts, and taking one of the unified exemptions, if married, maybe saving one, maybe taken both. But those are scheduled to come down, even without the Build Back Better program in place. Are people taking estate plans, changing their estate plans, because of that?
Jane Saxon: Absolutely. There was a big push when we thought that the lifetime exemptions were going to come down beginning in 2022. That has come off the proposal. However, they were scheduled to come down anyway in... Was it 2026?
Steve Blake: 26, yeah.
Jane Saxon: Yeah. Beginning of 2026, which as we roll into 2022, we're four years away.
Kirsten Petras: Right.
Steve Blake: Right.
Jane Saxon: So we are still encouraging our clients to take a good look at where they are right now in their estate planning, and evaluate if we should be taking advantage of opportunities to move assets in a tax efficient manner out of their estate. And there are a lot of ways that we can do that, Rick. I mean, and a lot of ways we can do it without losing control of the asset itself so that we can preserve the wealth of the individuals inaudible, not change their lifestyle, and not give the beneficiary free rein with the asset, not move it from their estate. So that when it ultimately does pass that it is at either already passed out of their estate and not taxable, or that we can minimize the taxable portion of their estate. So high priority, if you have a high net worth or a recently high net worth, that's something you should be thinking of now. Don't wait on that one.
Kirsten Petras: I'll start with Rick. Do you have some information that you would share with our registrants today on regarding tax planning?
Rick Dennen: I mean, honestly, the unified tax credit is one that I've been seeing business owners exhibit and just taking advantage of that and making sure that they can pass that amount onto their heirs without taxes, I think important. But I would get back, Kirsten, to what is the best thing that the owner- operator can do to run the business, and they really shouldn't take their eye off the ball and just focus on a pure tax strategy. You've got to continue to operate your business. And as we've talked, some of these tax changes aren't guaranteed, some of them are or aren't going to happen. You're, I know, aware of a large insurance customer that we had for many years that really wanted to get their sale done in 2020, because for sure the tax changes were going to happen in 2021. That sale didn't happen until March 2021, the tax changes never changed, and it turned out to be an incredibly successful sale for our customers. So because of that, because you never really know what those changes are going to, how they're going to play out, you really got to get back to just saying what's the best thing to do to operate and grow the business, and put that a strategy and execute, in my opinion.
Steve Blake: Yeah. And from a tax perspective, there are a lot of things that we do with our clients that kind of go along with what they already do in their business, but not all of them don't know there are these benefits within the tax code. So depending upon what they do, you could have things like a research and development credit, you could use LIFO for your inventory, last in first out, gives you a nice little tax benefit. If you've got kids or grandkids, you can contribute, in most states, to 529 plan to get a state tax benefit. So there are a lot of things you can do where it's not going to change anything you do in the business, but it is going to provide you pretty significant tax benefit.
Jane Saxon: And then the one thing I would say, which is overarching, is make sure that your business is structured tax efficient, meaning that you are taxed as the right entity type. We get a lot of questions regarding, should I be a C Corp? Should I be an S Corp? Should I be an LLC? The answer truly is it depends, sometimes on what your business is and what your exit strategy is. However, there are more tax efficient structures than others, and there are slight changes that can be made to that entity structure or entity holding to make it more tax efficient. So I think reviewing that, and reviewing that as we anticipate tax law change, to see what is going to be good for the future.
Steve Blake: And to give you an idea of the kind of impact that comes into play, we recently met with a prospect and looked at their structure and... Sorry. By making a simple structure change, this year alone, we're going to save over$ 600, 000 in income tax just on the federal side.
Jane Saxon: And we had a similar situation where we worked with a client who wanted to exit their business. And this was a long term exit plan. We started working with them three years ago. They were actually a C Corp at the time, which in the manner that they planned to exit through sale was not going to be very tax efficient. So we worked with them to make an S election, to make some other changes to their business, to recapture some deferred revenue that was going to very as to create a high tax liability. Three years later, we sold their business last week and we doubled their proceeds out of those changes.
Kirsten Petras: What can a small business do to be more tax efficient? And actually, asking as an LLC, should I convert to a C corp?
Jane Saxon: Yeah crosstalk.
Steve Blake: Right.
Kirsten Petras: What are some things they should consider?
Jane Saxon: Well, right now... And it depends. It really depends on what type of business you have, what type of industry, and really what your exit plan is. I think, as Rick talked a little bit earlier, some private equity, if you're planning to inaudible to private equity, you might want to be a C Corp. However, a C Corp is typically not the most tax efficient entity structure for a client. A flow through entity is better. A C Corp is subject to double, to two layers of taxation, right? The corporation is taxed, and then the all owners to get money out of that corporation are tax when they take money out, either in payroll or in dividends. So we get two levels of taxation. On flow through entity, we have one level of taxation. We also have what's called the qualified business income deduction, which applies to a lot of our business owners, which gives them basically a 20% deduction on the flow through business income. So, it ends up being a much more tax efficient model, in many cases.
Steve Blake: Right. Yeah. And in terms of some of the other practices they can put into place as a small business owner it really depends. Our answer's always going to be it depends.
Jane Saxon: Right.
Steve Blake: You got to look at the individual circumstances, but depending upon the type of business and what they have within that business, there are a lot of things you can do. So for example, if a business bought a building years ago, but they didn't have a cost segregation study done, you're allowed to do one now, a cost segregation study now, and then catch up that depreciation and take last several years worth of depreciation on this return. Yeah. So, there are a lot of things you can do and put in place, even with the qualified business income deduction was Jane talking about. There are a lot of limitations that come into play there, it depends on your income levels. Some owners pay themselves a salary above what they necessarily need to, rather than taking distributions to get the cash into their pockets. Well, that lowers this deduction. And a lot of people are not aware of that. So they're paying themselves four or five,$ 600, 000 worth of salary, but that's causing this 20% hit to their taxes as a result.
Kirsten Petras: How else, of course, inaudible want more and more, right? inaudible How else as a small business owner, can I reduce my tax liability?
Jane Saxon: If you're a charitably inclined, a donor advised fund is always something to look into. What a donor advised fund does is allow you to set up a pool or a pot of charitable donations. You get the donation deduction in the year that you contribute to that fund, and then you can spread out the... You can allocate those funds over a period of time. So a perhaps, if you give$200, 000 to your church a year or$ 50,000 to your church a year, and you want to contribute$300, 000 to it this year and then doll out the$ 50,000 over the next five years, it gives you an opportunity to manage that deduction. Basically, stack those charitable deductions into one year, when perhaps you have a high income. That's my take for the day.
Kirsten Petras: Okay, great.
Steve Blake: Yeah, yeah, no, that's a great tip. So I mentioned earlier the SALT cap, the$10, 000 on the itemized deductions that they had talked about making$80, 000. Well, these states didn't like that. They tried a lot of different ways to get around that cap and allow the people in those states to get the higher deductions. And finally, this year, they came up with a way that the IRS seems to want to allow. And so they have what they call a SALT cap workaround in most states. Now the majority of states have now passed this. A lot of them, it doesn't go into effect until 2022, some of them became effective for 2021. So it depends on the state that you're in. But what it essentially allows you to do, and every state's a little different, but what it essentially allows you to do is pay the tax at the business level for the state, which then gives you an expense on your business that then flows through to you as a deduction, or in some states, they allow you to take it as a credit on your personal return so that you get the benefit of having paid those taxes even though you can't take the itemized deduction on your personal return.
Kirsten Petras: Rick, as a lender in the space, hearing all these great best practices and tips and tricks about optimizing kind of a tax strategy as an owner, from our seat of the lender, when people now come to us and say," I'd like to borrow money and I make a lot of money," what are some tips you have for the business owner who is trying to balance both a robust tax strategy and optimize their abilities and how much debt they can take advantage of as they build their business with growth capital?
Rick Dennen: I know you've seen that exact question in several credit committees that you've sat through, Kirsten. As we see business owners across the US, one of their tax strategies is to run every personal expense that they can through their business, so they in effect have no income tax that they have to pay at the corporate level. Now, then they come in and look to borrow money and it shows that they've got lifestyle issues. They're not making any money. So that's one that we constantly see, and we constantly sit back and scratch our heads and say," Okay, you didn't need to have a boat or a plane or both or whatever." But that's, again, you get back to doing the right things, operating your business in the best way that you can, in order to... I think when you do that, and you're showing industry type margins and things like that, it just supports the way the business is going to run, gives us confidence as lenders that we're going to get repaid and they know what they're doing, versus somebody who's constantly trying to again, game the system, play games, show zero taxable income, and you don't really know what the numbers are going to shake out until they start operating the right way.
Steve Blake: And that's a great point, I'll just add to that. We do a lot of merger and acquisition work, and it's the same situation when you're trying to sell your business, if you're running those personal expenses and all these things through your books to try and get your taxable income down. Well, when the buyer's looking at how well the business does to determine their price that they want to pay you for that business, you're really selling yourself short.
Jane Saxon: Fair.
Steve Blake: And so there are a lot of things that we do with our clients where we try and make sure the books are correct, so that when we present that to a potential buyer, we've got the best price possible.
Kirsten Petras: With that we're coming to a close, I want to give the two of you, our guests today, an opportunity to just give any kind of final thoughts.
Jane Saxon: Absolutely. I think, to Rick's point, continue to operate your business. Until the tax rate is a 100%, every dollar you make, you're going to keep some of it. But on the tax side and tax strategy, I would suggest you work with somebody who works with other of your competitors in the industry. The tax code is far and wide, and it is very difficult for one person to be a expert in every industry of tax code. So work with somebody who's an expert in your industry so that they can make sure that you are taking advantage of all of the tax provisions that may apply to you,
Kirsten Petras: Steve?
Steve Blake: Yeah, no, I think that's a great point. And just to kind of tag onto that, you want to run your business and do what's right for your business. Don't let the tax tail wag the dog, so to speak. But like I said earlier, a lor of things you can do already within the tax code. So as Jane mentioned, if you're not working with somebody that specializes in your industry, maybe see if you can find somebody that does on the tax side and at least have them take a second look at what you're doing. They might be able to provide some ideas on things that you could get benefits for, for what you're already doing in the business. A lot of times we speak to a lot of prospects, several a week, and the first thing we do is look at last year's tax returns and come up with a list of all the things that could have been done differently, and tell them how much money they would've saved.
Kirsten Petras: Sure.
Steve Blake: And I haven't seen one yet that I've looked at within our industry that we tend to focus in, where I can't come up with at least five to 10 things that we would've done differently that could have saved them hundreds of thousands of dollars. So having that specialized area because there, like Jane mentioned, it's the tax code is so in depth. But there are a lot of lobbyists out there fighting for those little exemptions for their industry, so if you're not aware of what the special inaudible for your industry, you're probably missing an opportunity.
Kirsten Petras: Well, thank you both today for joining us. And Rick it's so great you can join us virtually. Thank you all. Have a wonderful...
The upcoming 2022 tax changes will potentially have many implications for your business. Rick Dennen, President and CEO of Oak Street Funding, will be joined by Steve Blake and Jane Saxon of Somerset CPAs, P.C. as they highlight the new tax policies and discuss their impacts. This webinar will be moderated by Kirsten Petras, Executive Sales Director at Oak Street Funding. Submit your questions for the panelists when you register!