Both deals use the same structure: a joint venture entity holds each acquisition, with the capital partner (100% of the capital, and guarantor on the debt) and Joy Vertz's holding entity as the two members, splitting distributions through an 80/20-to-20/80 waterfall.
Historical revenue (2023–2025)
Adjustable loan terms
Your distribution waterfall
Note — what this section illustrates: "Cumulative distributions" is the running total of all cash paid out of DBFL Holdings since closing, not a single month's payment. Dragging that slider simulates time passing and cash building up. Below the payback threshold, every dollar of that total splits 80% to you / 20% to Joy. Once the total crosses the threshold (meaning you've fully recovered your capital), every dollar after that splits 20% / 80% instead — the badge and progress bar just show which side of that line the deal is currently on. "You receive" and "Joy receives" below are each party's running total at whatever cumulative-distribution level the slider is set to.
The flip isn't tied to a specific event — it can happen through ordinary distributions or at exit. Sale/exit proceeds count the same as any other distribution: if you haven't been paid back through operating cash flow by the time the platform sells, the sale proceeds first go toward completing your payback (still at the 80% tier) before any remainder splits 20/80. This is not a guarantee, though — if the sale doesn't generate enough proceeds to cover the shortfall, you don't get made whole. That's equity risk, not a debt guaranty.
Month-by-month cash flow
Figures throughout are illustrative, based on current underwriting assumptions. Final loan terms will be confirmed by the lender before closing. This chart also only models ongoing operating distributions over 60 months — it doesn't include a sale/exit event (see the waterfall note above).
Projects the platform as the 7 new ADA licenses open at roughly 1 every 8 months, using current per-store averages ($1.12M revenue, 17% EBITDA margin) with a linear ramp to maturity. Every input is adjustable.
This still runs through the 80/20 waterfall: every dollar of additional EBITDA from these new stores becomes distributable cash on the same 80/20 pre-payback → 20/80 post-payback split as the rest of the deal (Section 02) — the 80% share above assumes pre-payback; it drops to 20% once you hit payback.
Placeholders worth replacing: per-store averages are pulled from the 4 existing locations, not confirmed new-unit economics; the 12-month ramp isn't franchisor-confirmed. This also excludes capex per opening (buildout, deposits, working capital) — revenue/EBITDA scale-up only.
Historical performance (26-location portfolio)
Adjustable loan terms
Your distribution waterfall
Note: same mechanics as the Miami waterfall above — "cumulative distributions" is the running total paid out since closing, splitting 80/20 (you/Joy) below the payback threshold and 20/80 above it. The flip works the same whether that total is built from ordinary distributions or exit/sale proceeds — if you haven't been paid back by the time of sale, proceeds cover the shortfall first, but that's not a guarantee if proceeds fall short.
Month-by-month cash flow
CA pricing is still being finalized. Figures above reflect the priced 11-location tranche only. This chart only models ongoing operating distributions over 60 months, not a sale/exit event.
As a 100% capital partner and guarantor on the debt for your respective deal, here's the sequence to closing:
Recommended: have independent counsel review the operating agreement and guaranty terms before signing, separate from Emanay Law Group.
Prepared by Emanay Advisors LLC. Figures are illustrative and subject to change pending final diligence, financing terms, and closing conditions. Not an offer to sell or solicitation of an offer to buy any security or investment interest.