The Professional Advisory September/2006

Notes From the Editor: Winning Odds RALPH CRAWFORD BA., DMD (Editor)

The Successful Practice From Staff Perspective DR. RON WEINTRAUB

Nine Common Misconceptions About a Professional Corporation DAVID CHONG YEN CFP, CA

Calling All Vendors - Practices Have Gone Up in Value GRAHAM R. TUCK H.B.A. C.A

Adding Family Members to Your Professional Corporation (Part 1) BARRY SPIEGEL LL.M., Q.C

Entrenched Tradition Fights Change, Even When It Makes Sense BARRY R. McNULTY CFP, RFP, CIM, FCSI.

Changing Insurance Advisors - How to Make the Right Decision DR. IAN WEXLER

Negotiating the Lease IAN TOMS B.Sc. (Hons)

The

Professional

Advisory For Dental Professionals

The Professional Advisory consists of a group of seven independent professionals who provide services to the dental profession, each of who specializes in a different field. They have gathered to keep each other informed of the latest developments relating to the profession, and to produce this publication which is designed to provide expert information and advice solely for dentists and their advisors.

Notes from the Editor: Winning Odds RALPH CRAWFORD

BA., DMD (Editor)

I was amazed at a recent Vancouver Sun news story that reported 20 percent of British Columbians say that winning the lottery is an essential part of their retirement financial planning. “That can’t be,” I said to myself, “Surely people aren’t that naive?” And then my astonishment was raised to an even higher level when I found that the odds of selecting all six numbers in Lotto 649 are one in 13,983,816. Unbelievable, even when compared to the one in 700,000 odds of being hit by lightening!

Assuming the 20 percent of British Columbians refers to a general population that is no different than the rest of Canada, we can only hope that whatever the number of dentists there are depending on the lottery for retirement, that they see the lunacy of the winning odds and seek the kind of professional advice as offered in these pages.

Barry McNulty’s reference to proper asset allocation so you get the market returns to which you are entitled is not based on luck but on calculated client risk tolerance, time horizons, personal circumstances and constraints.

Not for a moment does Ian Toms or Ian Wexler suggest you flip a coin when Changing Insurance Advisors or Negotiating a Lease. They outline logical, practical steps based on their years of experience in pointing clients successfully in the right direction.

The recent inclusion of Professional Corporation (PC) into law has many dentists considering change in their practice mode. Just as winning the lottery is a myth, David Chong Yen dispels Nine Common Misconceptions about a PC. And Barry Spiegel doesn’t suggest taking chances in his Part I of Adding Family Members to Your PC. He outlines concisely the sound pros and cons of each possibility so you and your family are all winners.

Graham Tuck also deals with the PC and suggests you talk to your accountant about forming one. The recommendation is based on solid evidence that a PC is certainly a money saving option when dealing with the taxation complexities of Canada Revenue Agency.

Despite the appalling odds, we can suppose that success is on everyone’s mind when buying a lottery ticket. Ron Weintraub doesn’t fool around with luck in developing The Successful Practice. He outlines the criteria staff equates with success and - as does each of the contributors of Professional Advisory - reinforces what a dental practice, everyday life and planned retirement is all about. It’s not a game of chance or a lottery ticket at incredible winning odds. It’s about integrity, honour, human relations, quality service and the consistent reliance upon sound professional advice.

crawford@dccnet.com

The Successful Practice from Staff Perspective DR. RON WEINTRAUB Looking at a successful practice begs the question, “From whose viewpoint is the practice successful?” Last issue, we discussed the doctor’s perspective; today we look at it from staff perspective.

Staff, immediate and extended, plays an integral part in our success. The immediate staff includes administrative, hygiene and clinical departments, and associate dentists.

Extended staff includes referring specialists and dental laboratories who often act as ambassadors for our office.

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Frequently, reciprocity in referrals of dentists and laboratory reflects their idea of a successful operation and gives them confidence to send us patients.

What Does Administrative Staff Equate With A Successful Practice?

Administrative staff addresses several criteria in order to feel a part of a thriving entity.

1) Most important for staff and dentists is focusing on patients’ needs.

2) Clearly defined job descriptions give them needed parameters to operate efficiently.

3) The owner empowers staff with autonomy to implement definite formalized policies regarding arrangements and fee payment, patient dispute mediation, and management of late arrivals or no-shows.

4) Staff receives coordinated messages to convey to patients as they exit regarding their future dental care.

The intended message reinforces their understanding of their next hygiene or dental visit.

5) Staff enjoys effective interpersonal communication promoting good office relations and presents an image of quality service and professional management to patients.

What Do Hygienists and Clinical Assistants Equate with a Successful Practice?

Hygienists play an important part in the dental healthcare process. They want to be an integral part of a progressive team. Therefore, contributing to their feeling of success is the opportunity to apply their training in periodontal and perio-preventive fields.

In addition to the services they provide, they look for opportunities to educate patients to make good choices and encourage and reinforce acceptance of the treatment the dentist outlines.

Clinical assistants look for opportunities to perform tasks in addition to routine assisting for which they are legally qualified, including intra-oral impressions, fabrication of temporary crowns outside the mouth, simple rubber cup prophylaxis, application of rubber dam, and so forth. They consider themselves successful when allowed to use all their skills.

What Do Associate Dentists Equate With A Successful Practice?

Candidates for associate positions seek their perception of a successful practice where they see a future for themselves. They look for an established practice with the following: 1) Sufficient patient base to allow the degree of busyness that satisfies their time commitment; 2) A clearly defined practice treatment philosophy encompassing a broadly based range of clinical procedures: for example, comprehensive diagnostics, restorative (major and minor), periodontal, some orthodontics, and opportunity for implant restorative exposure to maximize their skills; 3) A practice with a happy, harmonious staff; and 4) A principal dentist who will mentor and expose the associate to the patient base and discuss long range plans to assume a degree of future ownership.

Defining a successful practice includes the perceptions of administrative assistants, hygienists, clinical assistants, and associate dentists. For a practice to engage them, it must primarily reflect attention to patients’ needs.

Other criteria they consider are opportunities for growth, empowerment to implement specified practices autonomously, use of full range of skills, and effective communication skills leading to patient and personnel harmony within a professional atmosphere.

Ron Weintraub is a founding partner with the Bayview Village & Downtown Dental Associates and brings over thirty-five years of knowledge and experience in the practice of general dentistry to the Professional Advisory. Large companies such as Patterson Dental, Ash Temple Ltd, Henry Schein Arcona, & the former Canadian Dental Co. have benefited from his insight. As a consultant to Innovative Practice Solutions, Ron advises dentists on practice enhancement, practice purchases, sales, location evaluations, associate buy-ins, and business mergers. Dr. Weintraub can be contacted at (905) 470-6222 Ext. 221 or drronips@rogers.com.

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Nine Common Misconceptions About a Professional Corporation DAVID CHONG YEN CFP, CA Myth 1

Fact 2

If I need all the money from my professional corporation (PC) for personal use, setting up a PC will not save me any money.

Effective January 1, 2006, non-dentist family members are allowed to own non-voting shares of a PC. Nondentist family members are parents, spouse/common law partner and children of the dentist.

Fact 1 If you must take out all of the cash from the PC, you may save taxes up to 2.28%. Also, if you have a practice loan, and you are at the top tax bracket i.e., have a taxable income in excess of $118,000, you will save about $62,000 for every $100,000 of practice loan by setting up a PC. Myth 2 The dentist must own all of the shares of a PC.

Myth 3 The non-dentist family members must own less than 50% of the PC or the dentist must own more than 50% of the PC. Fact 3 Non-dentist family members are only allowed to own non-voting shares. These non-voting shares may represent any percentage of the total PC depending

on the goals of the dentist.

getting divorced.

Myth 4

Fact 7

Only the dentist can claim the $500,000 capital gains exemption on the sale of the PC shares.

The shares can be designed to address these issues.

Fact 4 Any shareholder of the PC, if certain requirements are met and if the shares they own have increased in value, may claim the $500,000 capital gains exemption to shelter the capital gains arising from the sale of the PC shares.

Myth 8 Setting up my PC is all I need to do Fact 8 When setting up your PC, you should also consider:

If I transfer my practice into a PC, then I must wait two years before selling the PC shares before I will qualify for the $500,000 capital gains exemption.

(a) Double wills - as this will save probate fees upon death which amount to about 1.5% of the value of the PC shares (b) Employment contract - which includes a death benefit provision enabling your loved one to receive money tax free upon your death and your PC will actually still get a tax deduction

Fact 5

Myth 9

If properly structured, you can transfer your practice into a PC today, sell the shares of the PC soon thereafter and be able to claim the $500,000 capital gains exemption when you sell the shares.

If my PC pays 18.62% tax and I pay 31.33% tax on dividends that I receive from the PC, then the total tax rate is 18.62 + 31.33% = 49.95%. This is more than the top personal tax rate of 46.4% if I did not have a PC.

Myth 5

Myth 6 Now that I can include my children as shareholders of my PC, I would not do so if the children are under 18.

Fact 6 It may save you taxes when you sell your practice later to include your children as shareholders now regardless if they are under 18. Why? They enjoy the growth (if any) of your practice starting now rather than later. Your children may also qualify for the $500,000 capital gains exemption, when the shares of the PC are sold.

Myth 7 Although I can include my spouse and children as shareholders of my PC, I am concerned about a divorce and my children becoming wayward or themselves

Fact 9 PC $100.00 - 18.62 81.38 - 25.50 $55.88

vs.

NO PC $100.00 -0 100.00 - 46.40 $53.60

Using a PC saves at least 2.28%.

David Chong Yen, CFP, CA with an international firm background and more than twenty-six years of experience, advises healthcare professionals and owner-managers. Additional information can be obtained by phone (416) 510-8888, fax (416) 510-2699, or E-mail david@dcy. ca. This article is intended to present tax saving and tax planning ideas and is not intended to replace professional advice.

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Calling All Vendors - Practices Have Gone Up in Value GRAHAM R. TUCK

H.B.A. C.A

If you had your practice valuation prepared a couple of years ago you should see a marked increase in today’s Goodwill value. Continuing on from my article in Volume 25 of Professional Advisory, vendors should receive a higher value for their Goodwill because of the lower tax rate for the purchaser when they incorporate to purchase a practice.

up to 35 and 45 per cent tax on the excess earnings. Since the tax rate for the incorporated purchaser would only be 19 per cent there is more money left over after taxes to put toward the higher purchase price of a practice.

Experience has shown that Goodwill in a larger practice has gone up as much as 30 to 35 per cent. In a small practice where the personal tax rate on excess earnings This is most noticeable in larger practices that are paying is only, say 25 per cent, then the tax differential is not as

noticeable and therefore the Goodwill value does not jump as much.

Underachieving practices, with low billings per patient, will also experience noticeable increases. The limiting factor of low excess earnings will notice the benefit of the lower professional corporation tax rates. Too often the more conservative practices suffer in their bottom line. This new professional corporate tax rate for the purchaser leaves more excess earnings, which, with extensive patients, makes the higher value come together in balance.

Sale of shares or sale of assets for the vendor It would be prudent to talk to your accountant about forming a Professional Corporation to sell your practice.

Would it be good for you? Yes, you can incorporate to sell your practice and not have to wait an extended period of time. One must realize that a share sale will be at a lower value but the taxes also could be at a considerably lower cost. Potentially you would have the $500,000 exemption available in a share sale.

Even the formation of a hygiene corporation owned by your spouse could double the exemption. Talk to your accountant. Note: the vendor does not have to incorporate for the purchaser to have the lower tax rate on excess earnings.

Upper limits on value: In the right combination of billings per patient, reasonable equipment and solid excess earnings from ownership, it would not be unrealistic to have your practice value equal to your billings or higher. This kind of practice would be of limited risk because of the extended patient base, equipment that has a reasonable future life expectancy and overhead with controlled costs. After the sale, the results should be able to be duplicated by most purchasers.

Are practices saleable at these higher figures?

Yes, there is more money available to pay for the practices because the government share of the excess earnings has been reduced. This seems contradictory but the tax reduction on the excess earning capacity has a great impact in paying off the practice. I would say even faster than before when purchasers could not incorporate.

“Excess earnings” of the practice is the money left over after all true expenses including paying the owner and the associates for their professional services at 40 per cent.

Graham Tuck, H.B.A., C.A. is the broker/owner of Professional Practice Sales (Ontario) Ltd., which specializes in the valuation and sales of dental practices. He can be reached at (905) 472-6000 or 1-888777-8825 or e-mail at: grtuck@rogers.com

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Adding Family Members to Your Professional Corporation (Part 1) BARRY A. SPIEGEL

LL.M., Q.C

The costs: If your PC was created in the year 2006, it may already have classes of shares with the proper attributes tailored to your needs, and the costs of issuing those shares will be minimal. If your PC was incorporated prior to 2006, it is likely that shares with all the necessary rights will not be available in your PC’s Articles of Incorporation. In that case, you may have to amend the Articles to create the appropriate type of shares. The legal fees for amending the articles, issuing the shares, preparing trust declarations, (if You know, of course, that the definition of family members necessary), and completing a shareholders’ agreement is very restrictive, and consists only of your spouse (or (if required) will vary depending upon the amount of someone with whom you are cohabiting), your children documentation. or your parents. I am sure you also know the potential tax benefits of splitting income and that family members What attributes should the shares have that you wish can own only non-voting shares. What then are the to issue to your family members? Each dentist’s needs costs of adding family members, and, more importantly, will be different, depending upon his/her situation. I am what are the attributes of the shares that may be issued presently advising a group of five partners, and each to them? It is essential to do it right the first time, since it one will have very different needs, and the shares to may be costly both from a tax point of view and in legal be issued to his family will be different from the others.

There are numerous possibilities and I shall describe the fees to make changes later.

Now that the law permits “family members” to be shareholders in your Professional Corporation (PC), what is involved in doing this? In fact, the first question is - do you want any of your family members to be involved with your dental practice? In writing this article, I assume you have decided that the matter is worth investigating. Unfortunately, space restrictions in this publication mandate that this article be presented in two parts.

most likely rights you will need. For ease of reference, I shall assume that you will own 100 common shares of the PC, which are voting and fully participating (which means that they are entitled to all or part of the equity or value of the PC).

1) You may also wish your spouse to have equity shares. These would, in effect, be non-voting common shares. Each and every non-voting common share would have the same entitlement to dividends as your voting common shares. For example, if your spouse subscribes for 50 of such shares, then all dividends on the 150 issued common shares would have to be in a 2 to 1 ratio. The advantage to this structure is that, upon the eventual sale of shares of the PC, your spouse could earn a tax-free capital gain on the increased value of his or her shares. The disadvantage is that your spouse will have a fixed percentage of the equity of the PC, and, in the event of a dispute

between you and your spouse or a divorce, you may have to buy back the shares from your spouse for their fair market value which, if you have a profitable practice, may cost you a considerable amount of money.

There is little flexibility in this arrangement, as compared to the next option I shall present to you, which has its own advantages and disadvantages. Normally, you may take as much salary from the PC as you wish, but in the event of an acrimonious divorce, you may be forced to take only a salary that will not unduly dilute the value of your spouse’s equity shares.

In the next issue, I shall describe the other options which may be better suited to your requirements.

Barry Spiegel is a senior lawyer whose practice is devoted to corporate, commercial and business law, with special emphasis on advising and consulting for the dental profession. He can be reached at (416) 865-0330; or fax to (416) 203-8592; or e-mail to barry@drlaw.ca.

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Entrenched Tradition Fights Change, Even When It Makes Sense BARRY R. McNULTY

CFP, RFP, CIM, FCSI

My partner/son Mark and I attended an advanced portfolio management conference in California a few weeks ago.

The topics were of particular interest because this was a conference where the cutting edge of information on investing and portfolio management was discussed in detail. Top academics and experts on the subject were headline speakers and one in particular caught our attention with a Leo Tolstoy quotation: Entrenched traditions fight change, even when it makes sense.

That simple quotation to a great extent sums up the world of investing today. There are fundamentally two schools of thought in the investment world. There are those who believe that by hard work, some luck, and/ or superior intelligence they can identify undervalued buying opportunities, or time the market (when to buy or when to sell) in a way that produces superior returns.

The majority of investors hold to this school. It’s what the conference identified as the entrenched tradition in the investment world.

The other fundamental line of thinking believes that capitalism works and the markets are efficient. This is the position that was supported by the research of the conference’s Nobel prizing-winning academics.

In a way it’s easy to understand why people subscribe to the school of hard work, luck and superior intelligence.

We would all like to believe that someone has the secret of making wealth and is willing to share it with us. Yet study after study confirms that no one has consistently been able to predict market movements. As I’ve written in this column in the past, if anyone knew what was going

to happen in the market, even tomorrow, they would be wealthy beyond belief. This is obvious when you compare the appropriate benchmark with the performance results of even the best mutual fund managers who do this full time, have impressive qualifications, and have access to the latest and greatest research.

So we have a dilemma. If markets are efficient, what should the average investor do? The answer is simple.

Manage your assets under the assumption that tomorrow is not predictable and that the markets reflect the accumulated knowledge of all publicly available information and therefore are efficient at setting prices.

Diversify your investments among the various available asset classes in such a way that you manage risk and obtain the appropriate market returns. I’m talking about a system of investment management called Asset Allocation.

Manage your assets under the assumption that tomorrow is not predictable and that the markets reflect the accumulated knowledge of all publicly available information and therefore are efficient at setting prices.

If you work through a financial advisor, his or her job would involve constructing the proper Asset Allocation given your individual risk tolerance, time horizons, personal circumstances and constraints so that you get the market returns you are entitled to. Your job in the process is to monitor progress and to make sure the allocation plan is working. My recommendation is to break away from the entrenched tradition and not look

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at performance on a standalone basis. Ask your advisor to prepare a comparison between the appropriate benchmarks and your portfolio. Good Luck!

Mr. Barry R. McNulty CFP, FMA, CIM, FCSI is an investment advisor with Raymond James Ltd., Independent Financial Services - Member CIPF. The opinions expressed by the author are not necessarily those of Raymond James Ltd. He may be contacted at 905-470-6222 ext 216 or barry.mcnulty@raymondjames.ca.

Changing Insurance Advisors How to Make the Right Decision DR. IAN WEXLER

Benjamin Franklin once said, “In this world, nothing is certain but death and taxes.” I’d like to add a third: “Without doubt, someone is going to contact you to either buy insurance or switch brokers!”

This article reviews how and why insurance advisors try to get you to switch over to them, and how you decide if switching is really in your best interests.

Tough Choices at Graduation Time You will recall, from the moment most of you were in your final year of dental school, private brokers and representatives from the Canadian Dental Service Plans Inc. (CDSPI) were vying for your attention and business. This included everything from fabulous dinners and evening presentations, to late night phone calls. One of the most reliable battles each year occurs between the private insurance brokers and the representatives of CDSPI - each trying to outdo the other in order to gain your trust. At the end of the day, in terms of choosing insurance advisors, the only guaranteed result is a great deal of confusion and a multitude of rushed decisions.

Have I got a deal for you!

The insurance field for dentists is extremely competitive. I have heard about and witnessed sales tactics that include both the calling into question the credentials of the insurance advisor, as well as the prospective client’s current insurance portfolio. Dentists should be careful of such lines as… “I am your friend or your patient and you should use me instead” or, “Your broker is too young, too old” or, “Their business is too busy or too large to deal with you.” On the contrary, I have found the larger insurance brokerage firms generally offer the best levels of expertise and service.

Is it ever acceptable to “bash” another broker?

99 per cent of the time, No! I remember as a practicing dentist, when I saw a new patient that had less than admirable dental care, I used words like “diligent” and “conscientious” when describing their previous dental

experience - trying my best not to discredit one of my peers. At the same time, there were occasions when I considered it my professional obligation to inform them if the quality of the dentistry was clinically unacceptable.

Carrying this over to insurance, a good advisor’s priorities should include looking after their client’s best interests at all times while maintaining the highest level of professionalism and ethics.

When Should You Should Consider Switching Insurance Advisors?

There are circumstances when one may wish to get another opinion or even switch insurance advisors: 1) If your advisor only works part time.

2) When your advisor is not independent and does not represent all of the major insurance companies (e.g., Manulife, Great West Life, Canada Life, and RBC).

3) When your advisor has had a contract rescinded by an insurance company meaning they have commit ted an offense significant enough for the company to choose not to do business with them any longer.

4) When your advisor has had less than several years experience in the dental field and has handled few or no disability claims.

5) If you have experienced poor ongoing service Ultimately, you should think of your insurance advisor as one of, if not the most important financial advisors you have. This means not only providing you with the most appropriate coverage for your particular needs, but most importantly, to help you and your family at claim time.

Dr. Ian Wexler is Canada’s leading authority on insurance issues for dentists. He is the President of Protect-a-dent and Protect Insurance Agencies Inc. in Toronto which provides life, disability, critical illness, and healthcare insurance products and services to professionals, executives, and business owners across Ontario. He can be reached at (416) 391-3764 or drwex@protect-ins.com

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Negotiating The Lease IAN TOMS

B.Sc. (Hons) -

www.iantoms.com

A commercial realty lease is a very complicated and detailed agreement between a landlord and tenant.

Under its terms the tenant for a certain period of time assumes control of a subset of the rights related to part or all of a landlord’s property in return for rental payment. Naturally, the tenant wants as much control of as many rights as possible for as little rent as possible, while the landlord wants to give up as little control to the fewest rights as possible in exchange for as much rent as possible.

When faced with a lease negotiation tenants must retain a qualified professional to negotiate all the details of the lease on their behalf. First, know that the “landlord’s standard lease” is a myth. Second, know that all areas of the lease are negotiable - what is present in the lease is just as important as what is not present. This initial lease negotiation will make a very significant difference in the long term success of your tenancy, and ultimately your operation. Finally, when choosing a qualified representative to negotiate the lease on your behalf, remember that what your representative does not know can and will hurt you! You must choose someone who is very experienced and who thoroughly understands:

Q A &

Please address your questions to: The Professional Advisory for Dental Professionals 308-7050 Woodbine Avenue, Markham, Ontario L3R 4G3 T. (905) 470-6222 F. (905) 475-4082 info@theprofessionaladvisory.com

QI I just saw an article about saving money for retirement by using life insurance inside my professional corporation. It mentioned certain risks about Canada Revenue Agency changing its policy. What are your feelings about this?

A As a brief background to the question, many dentists are using their Professional Corporation as a vehicle for investment purposes because you can invest corporate tax dollars (taxed at 18.6%) rather than personal tax dollars (46%). Life insurance (with maximum deposits) is one of the investment options that is appealing because you can accumulate cash (over and above the insurance cost) without any tax. The strategy is typically anticipated to culminate at retirement when the dentist is able to access the accumulated cash values

1) What available rights are assumed? If you don’t know enough to ask, you won’t get!

2) What available rights are not assumed? Why not?

Can an alternative be negotiated?

3) What rights would you as tenant not want to assume?

Are these obligations contained in the lease? Can alternatives be negotiated?

4) Under what circumstances are the rights modified?

How do these circumstances change over time?

5) Is the requested rent fair compensation for the assumed rights?

6) What are the leverage positions to maximize your position?

Retaining a qualified lease-negotiating specialist with superior experience, knowledge and skill will provide you with the lease terms and conditions for a lower occupancy cost, long-term occupancy protection, and minimal confusion and stress.

Based on more than 20 years business experience Mr. Toms, B.Sc. (Hons) acts as a tenant advocate on behalf of select retail and professional tenant clients primarily in the Greater Toronto Area. Mr. Toms is a real estate sales representative representing Professional Practice Sales (Ontario) Ltd. and can be reached at (705) 743-1220, by e-mail at iantoms@pipcom.com, or through his web site at: www. iantoms.com

in the policy via a series of bank loans with the expectation that he/she will (eventually) repay the outstanding bank loan at death with the insurance proceeds.

If the risk issue in the question relates to the taxation of corporate-owned life insurance, the only potential risk to be aware of is the possibility that the exempt test may be tightened in the future, however, Finance is preoccupied with other major tax initiatives (2006 budget proposals, interest deductibility, non-resident trust rules, foreign investment entity rules, etc.) and it is not anticipated there will be any changes to the exempt test for some time yet, if they do tighten the exempt test, it would not eliminate excess funding of Universal Life plans but would only limit excess funding, and recognize that any changes to the exempt test would likely be prospective in nature, meaning they would normally apply to new issues of life insurance policies and existing policies would normally be grandfathered.

If the risk issue in the question relates to bank loans using life insurance policies as collateral, it is difficult to see what the tax policy concern is (and hence why Finance would consider changing the rules) since the corporation (or the individual shareholder) can choose to borrow against any corporate (or personal) asset.

If bank loans against life insurance were specifically targeted, recognize there are other ways to access the cash values (although not as tax-efficient as using bank loans, to be sure) and that the cash values will have benefited from tax-sheltered wealth accumulation for as long as they remain in the policy.

The views expressed in any article are those of the author alone. They should not be acted upon without the advice of your “professional advisors”.