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General business magazine from SS&G, a certified public accounting and business advisory firm
Citation preview
Winter 2014
The Riverside Co.’s Stewart Kohl discusses
trends in the private equity space
breaking downDigital donations
get to knowAlexis Becker
focus onCaptive insurance
growthpartner
rightFinding the
2 ss&g solutions winter 2014
going for goldAKRON
301 Springside DriveAkron, OH 44333
CHICAGO225 West Illinois St., Suite 300
Chicago, IL 60654
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Send letters to the editor and story ideas to [email protected].
SS&G is a founding member
of LEA Global, an international
professional association of independently
owned accounting and consulting firms.
www.SSandG.com
800-869-1834
What’s your black swan?The world we live in is constantly offering up surprises and
changes, and in an era filled with these fast-paced changes,
business owners and executives need to be more alert to
the risks related to their industries. Everyone should fear
the black swans that may be swimming their way.
“The details will vary from company to company, but
every business needs to spend time thinking about how to
achieve greater flexibility in their strategy and operations,”
economic reporter Bill Conerly wrote in an article for Forbes.
Conerly states that businesses should be dialed in to the
uncertainty in today’s world and utilize a more enterprising form of risk management
to protect against the truly unexpected, inconceivable events that can throw a
business off its track — a black swan.
This concept was popularized by Nassim Taleb in his 2007 book “The Black Swan.”
He defined the term as an event that is outside the realm of regular expectations,
carries an extreme impact, and, after the fact, seems explainable and predictable.
The 2010 BP oil spill is a prime example. The scale of the disaster was unexpected, yet
afterward it seemed preventable, and the environmental and economic consequences
of the spill are still being dealt with today along the Gulf Coast.
A black swan event isn’t always the result of a manmade or natural disaster; it can
also come as a result of the failure to innovate, such as with BlackBerry and Kodak.
Having a rough idea of how your company would fare if a competitor came out with a
newer, better product, for example, could mean the difference between surviving and
closing your doors for good.
“You can’t know everything, but you can anticipate your company’s risks and plan
to neutralize or manage them,” says author Gary Patterson in his book “Million-Dollar
Blind Spots.” Being prepared for both the expected and unexpected is important when
it comes to designing an overall risk management philosophy because, as Patterson
says, “It’s always better to react swiftly, surely and correctly than to flounder about in
confusion and let others frame your problem.”
Conerly suggests business take a flexible stance to be resilient in the face of the
unforeseen. “Keep debt low and equity high,” he writes. “Have a good cash cushion
and a good line of credit” to survive if faced with a black swan event.
Staying on the cutting edge of all aspects of your industry may also mitigate a
black swan effect.
In the upcoming year, make sure risk is front and center in the discussions in your
boardroom, in management meetings, and with your trusted advisers. By taking an
active approach to analyzing your weak spots and turning them into future strengths,
you can not only turn your black swan away but reach new heights in your industry.
Mark Goldfarb, CPA
Senior Managing Director
IRS Treasury Regulations require us to inform you that any tax advice contained in the body of this communication was not intended or written to be used, and cannot be used, by the recipient for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or applicable state or local tax law provisions.
3winter 2014 ss&g solutions
first person
When I was growing up, I wanted to be: a successful businesswoman. I didn’t have a particular profession in mind, but I knew I wanted to be involved in the business world somehow. One thing I used to do was collect home plans and play ‘real estate agent.’ Not your typical childhood game, but I had a lot of fun.
My first job: I was a babysitter when I was 13.
The word that best describes me: Loyal
The best part about my job: Every day provides a new challenge. I get to work with a great team of people and service hospitable clients who value our services.
My business philosophy: Don’t do anything you wouldn’t want to end up on the front page of the Wall Street Journal. Operate with integrity, and the rough spots will work themselves out.
The people I admire most: My parents. They raised my brother, sister, and I to be independent, successful adults with strong values.
My greatest achievement so far in life: Building a career, while at the same time building a family. I love my job, my colleagues, and the clients I serve, and I am grateful to be at a firm that lets me do what I do and still spend plenty of time with my family.
At least once in their life, I think everyone should: Visit Alaska. The views are stunning, and it is truly America’s last frontier.
One thing people might find surprising about me is: I am not tech savvy. I just made my first iTunes purchase this year.
If I weren’t doing this, I would: I really can’t imagine myself doing anything else.
My favorite movie: Double Jeopardy
My next personal goal is: I want to make time to sit down and read an entire book for fun.
On weekends, I look forward to: Spending time with my husband, daughter, and our two Old English sheepdogs
My favorite place in the world is: Kiawah Island, S.C. The beach is pristine, never crowded, and it is easy to relax in the quiet of the island.
When I get discouraged, I: Force myself to stop and think about all the positives, then come up with a new game plan to change course and solve the issues at hand.
My attitude toward change is: Without it, we would all be bored. It is inevitable and keeps life interesting.
Success is: Being happy with your life. Life is short and we should all spend time doing things we are passionate about and love to do. When you do what you love, success follows. j
Alexis BeckerTitle: Director, Assurance Services
Degree(s)/College(s): Bachelor of Science in business administration, John Carroll University; MBA, Miami University
Hometown: Born and raised in Lockport, N.Y. Currently reside in West Chester, Ohio
Year I joined SS&G: 2004
4 ss&g solutions winter 2014
industry
For one day in November 2013, PlayStation gamers
around the world came together for a worthy cause
— to raise funds for Children’s Miracle Network
Hospitals. By participating in a global virtual game-a-thon,
hosted by Extra Life gaming network, supporters raised
more than $4 million for the hospitals in just 25 hours
through DonorDrive® Social Fundraising software.
Digital fundraising campaigns such as these are
becoming increasingly common among nonprofit
organizations due to their ability to reach a wider and
more diverse audience.
“With social fundraising, a nonprofit can tap into the
network of someone with 1,000 friends or followers,” says
The rise of the digital donorTechnology can help companies raise their online fundraising profile
DonorDrive motivates donors to maximize giving
Five years ago, Global Cloud saw an opportunity to empower nonprofits through digital fundraising. Its solution: DonorDrive® Social Fundraising Software.
“We saw a need for a platform that could host many nonprofits to leverage new trends in fundraising,” says Todd Levy, co-founder and CEO at GlobalCloud.
DonorDrive gives nonprofits the opportunity to fundraise for signature events, capital campaigns, ticketed events, personal campaigns, community fundraisers, and endurance events through one source, and entirely through their supporters. Once participants create their personal donation page, they are prompted to take actions such as emailing their entire address book or posting about their involvement on Facebook, Twitter, LinkedIn, and Google+. This allows organizations to tap into the vast social networks of their supporters to generate money, enthusiasm, awareness, and further donations.
Its built-in support tools for donors are one reason DonorDrive® is so effective in online fundraising. Much like LinkedIn, the platform utilizes a fundraising motivation engine that coaches participants through filling out their profile and setting up their donation page.
The smart notification system also lets people know what actions they can take to be a more successful fundraiser, encouraging them in a continuum of giving.
“We discovered that you have to make your software beyond easy,” Levy says. “The supporter will be a better fundraiser if they never have to ask, ‘Now what?’”
“With social fundraising, a nonprofit can tap into the network of someone with 1,000 friends or followers.”
— Paul Ghiz, co-founder of GlobalCloud and creator of DonorDrive
5
Paul Ghiz, co-founder of GlobalCloud, a Cincinnati-based
digital branding firm and maker of DonorDrive. “When
that fundraiser sends an update about their participation
in the cause, the nonprofit gets donations and awareness
much larger than its current supporter base.”
Leveraging the personal networks of your organization’s
donor base is easier than ever thanks to today’s online
platforms for peer-to-peer fundraising. Instead of emailing
supporters to ask for donations, you can provide them
with tools to set up their own personalized donation
webpage and they can fundraise on your behalf.
“People can drop in photos, add video and create
a personal message for their page, all with zero
programming skills,” says Todd Levy, co-founder and
CEO of GlobalCloud. “It’s as simple as point and click.”
These technologies are effective for fundraising
because, ultimately, people are more likely to give to
people they know.
“Now it’s not the big checkbook that matters,” Levy
says. “It’s the big network. It’s a much more authentic ask
when you ask your friend or family member to donate to
a cause than if they get a letter in the mail or a call from
someone they don’t know.”
Peer-to-peer fundraising platforms are also an ideal
way to reach millennial donors, who have larger social
networks and tend to be more participative in their giving.
“You need to go to where your constituents are,” Levy
says. “Twitter. Facebook. Mobile. That’s where the action
is and where people are communicating with each other.”
To get the most benefit out of digital fundraising tools,
make sure that you choose software and platforms that
offer financial transparency, low fees, and standardized
branding tools for users. Crowd funding sites, for instance,
are almost entirely controlled by participants and can
limit a nonprofit’s control over branding and donations.
Also make sure that the technology you use is flexible
enough to handle a variety of events and campaigns
and that it can integrate seamlessly with social media
and mobile, which are becoming the immediate and
preferred ways to donate.
Remember that the easier you make online
fundraising, the more likely people are to do it, and the
more successful you will be.
“By giving the tools to the fundraiser, you gain the
capacity to focus on the people who are really raising the
money and help them raise more,” Levy says. j
“It’s the big network. It’s a much more authentic ask when you ask your friend or family member to donate to a cause than if they get a letter in the mail or a call from someone they don’t know.”— Todd Levy, co-founder and CEO, GlobalCloud
winter 2014 j ss&g solutions 5
Digital deductions
Online contributions to nonprofit organizations may be tax deductible, but there are few things to keep in mind before you click send. Director Teri Schaffer, head of SS&G’s nonprofit practice, offers this advice to those looking to write-off their charitable contributions.
Be sure the organization soliciting contributions is a recognized 501(c)3 in the eyes of the IRS, and know that contributions made to specific individuals or political organizations and candidates are not tax deductible. To ensure that the organization you are contributing to is a legitimate 501(c)3, consult the IRS database at www.IRS.gov.
Digital contributions need to be sustained for deductibility. Retain documentation of the transaction, particularly the receipt for the contribution which is typically given at the conclusion of an online transaction. Many organizations request that the credit card processing fee is paid by the donor, so be careful to only deduct the charitable portion of the gift and not the related fee as well.
If you receive any type of benefit for your digital donation, such as a ticket to an event, you can only deduct the amount of the contribution in excess of the benefit you directly receive.
case study
6 ss&g solutions j winter 2014
P rivate equity is still a relatively young investment
market, with a history that dates back only to the
1960s. And although it has experienced peaks and
troughs like any market, showing particular resiliency in
bouncing back from the recent recession, private equity
has become an increasingly popular strategy for business
owners to generate growth capital and other types of
liquidity.
“The market has had some fluctuations, which isn’t
surprising due to the nature of economic cycles,” says
Stewart Kohl, co-CEO of The Riverside Co., a global private
equity firm based in downtown Cleveland. “It had a peak
in 2007 and ’08, and then, with the recession, a pretty
significant trough in 2009 and ’10. But even so, it’s bounced
back pretty quickly.”
The Riverside Co. has been in the private equity space
for 25 years. Kohl has helped lead the firm for 20 of those
years, and as a result he has had a front-row seat to the
growth cycles of the market. Based on what he has seen,
Kohl believes that private equity will remain a substantial
option for companies looking for an infusion of capital to
aid in both organic and external expansion efforts, and for
business owners looking for a selling or retirement option.
“If you own a business and you want to sell it because
you’re retiring or just want to get out, private equity
continues to represent a good alternative to finding
a buyer,” Kohl says. “And if you’re at the other end of
Phot
os: J
esse
Kra
mer
The Riverside Co.’s Stewart Kohl discusses trends in the private equity space
rightFinding
the
growth partner
winter 2014 j ss&g solutions 7
8 ss&g solutions winter 2014
your business life cycle, with a small, entrepreneurial
company with ambitious growth goals, private equity
represents a good source of capital for expansion or
acquiring a competitor.”
A cultural matchIf you’re a business owner looking for a private equity
investor, you should closely examine the state of your
company and learn as much as you can about the
present state of the private equity landscape before
heading out to shake hands and talk dollars.
In addition to being subject to market fluctuations
that could impact the type of investment partner you
seek, the private equity space is full of investment firms
with specializations and subspecializations. In the end,
money is money, but the type of partner you find, and the
circumstances under which you enter into an agreement,
can greatly impact the success of your relationship — and
subsequently, the long-term success of your business.
“Find a company that wants to be in your space and
that has experience investing in companies like yours,”
Kohl says. “Does it tend to invest in troubled companies,
fast-growth companies, or something else? Is it going to
be an advantageous match in terms of geography and
industry? Does it have experience investing in companies
your size? A manufacturing company might be looking for
investors that are different in nature from, say, a service
company.”
Those are the objective areas in which you need
to find puzzle-piece fits between your company and a
private equity investment partner. But there is a softer,
more subjective side to finding a match, and it is as
important — if not more important — than finding the
right tangible fit.
“You have to make sure there is a good cultural fit,
which you only figure out by really getting to know
potential investment partners before you enter into an
agreement,” Kohl says. “Get to know what your would-be
partner values in terms of culture and ethical practices.
You’ll be more or less married to this investor, because
you’ll be forming a very close business partnership.
You’ll see a lot of them, and you’d better realize whether
or not you like them before you sign on any dotted lines.”
Kohl says you don’t have to necessarily be best friends
with a private equity investor, but you have to agree with
how the firm does business, and you have to find the
values, ethics, and personalities of the firm tolerable, at
the very least.
“You can find a good window into the firm’s culture
by looking at how it’s conducted past deals,” Kohl says.
“Find references that will give you the straight scoop on
how it does business.”
A good cultural match is critical for business owners
who are used to having complete control, because any
investment partners you bring in are going to want a say
in how things are run.
“That’s why, if you don’t find a good cultural match,
there could be problems,” he says.
What’s next?The private equity space will likely continue to maintain
a high level of popularity as an option for attaining capital
among business owners. In addition to its relative stability
in the face of market fluctuations, Kohl says the popularity
of private equity is also rooted in its flexible nature.
“Banks are constrained as lenders in many ways
that private capital firms are not,” he says. “Banks can
certainly fund businesses, but they can only do so much.
From the investor’s perspective, private equity has
historically delivered good returns to investors. If you
“From the investor’s perspective, private equity has historically delivered good returns to investors. If you provide good returns, you’ll have more investors wanting to enter the space, which means yet more businesses looking to private equity as an investment option. It keeps growing from there.”
— Stewart Kohl, co-CEO, The Riverside Co.
9winter 2014 ss&g solutions
provide good returns, you’ll have more investors wanting
to enter the space, which means yet more businesses
looking to private equity as an investment option. It
keeps growing from there.”
Strong working relationships are the DNA of the
private equity space. If used and managed responsibly
by company leaders and private investors who are
fully committed to making relationships work, private
equity will continue to grow. If you’re not committed
to building and maintaining those relationships, you
may want to look elsewhere for capital or investment
opportunities.
“The No. 1 piece of advice I’d give would be to sit
down with a number of private equity firms and ask as
many questions as you can,” Kohl says. “Really come to
understand how they work and what their objectives
are. Make sure you can work with them, develop a strong
relationship and make sure it’s a good fit. Money is the
reason deals happen, but those relationships are the
engine that drives the process.”
The team behind the teamKohl’s experience in his role with The Riverside Co.
also has driven home the importance of support
services to any private equity firm. Without good
accounting and tax advisory services, in addition to
other professional services, a private equity firm can’t
function properly and can’t help drive the success of its
investment partners.
For The Riverside Co., SS&G has been an important
accounting and tax services provider, which is critical
because no two investment opportunities are alike.
In much the same way that a business and a private
equity firm need to find common cultural ground, the
leaders at The Riverside Co. value cultural cohesion
with their support-service providers. That is another
reason why the firm has been able to form a strong and
longstanding partnership with SS&G.
“We see a lot of company cultures, and it becomes
very apparent that when you get a culture right, it can be
very reinforcing to a company,” Kohl says.
Culture is a separator in business, and that is true
whether you’re searching for investment opportunities
in the private equity space or searching for a financial-
services partner.
“You really have to look at the soft stuff, in addition
to the hard numbers,” Kohl says. “The right culture can
make a huge difference. It is a major indicator of whether
you have the right fit.” j
If you own a company, the questions of when and how to sell it will eventually arise. In some cases, you may be blindsided by an accident or other sudden departure and the decision will have to be made sooner rather than later. Private equity can provide a good alternative to finding a corporate buyer, but whichever route you choose, it is critical to have everything in order for a potential sale while you still have a firm grasp on the controls of your business.
Stewart Kohl, co-CEO of The Riverside Co., a Cleveland-based private equity firm, has been overseeing private equity deals for 20 years as head of the company. He says that, too often, companies are not properly prepared when they begin their search for a private equity buyer, but there are several steps business owners should take to properly position their company for a sale.
j Put your advisers in place. This can include accountants, lawyers and operations specialists. Your accountants and lawyers will become your close partners during the sales process, advising you on how to provide answers to the extensive list of questions that potential buyers will present.
“The process the buyer puts a company through is a very invasive process,” Kohl says. “They’ll want to look in every nook and cranny of your company, and you’ll want to be well advised on how to answer those questions.”
j Don’t fall in love too quickly. Just as you wouldn’t marry someone after the first date, don’t rush into a sale without adequate time to get to know your buyer.
“At first blush, a buyer might seem very attractive, but once you really get to know them, it could go in a number of directions,” Kohl says. “You want to be realistic about the risks involved with your company, and you want the buyer to be forthright about how they do business.”
j Put the right management team in place. Make sure you have qualified people in every leadership position, and that they have the proper and current accreditations, approvals and licenses.
“It will help the process go more smoothly,” Kohl says. “It will also send the buyer a signal of whether this is an excellent company that will be a pleasure to invest in, or whether there could be a lot of bad surprises in store.” j
Closing the deal
focus onExploring captive insuranceA look at what it is and who should consider it
without a corresponding recognition of income on the
part of the captive for the premiums paid.
“The difference is that you’re not taking all the risk in
house, but it does still allow you to self insure for gaps
that you’re not buying on the market,” Squires says.
Microcaptives have extended some of the benefits
of captive insurance to Fortune 1000 companies and
beyond — even those with revenue as low as $10 million.
“You do still have to have a minimum level of revenue
as a company, or group of companies, for a captive to
be a realistic option,” Squires says. “That is probably
$10 million and up, and the benefits really start to get
fruitful around $20 million and up. At that point, it is
probably worth it to consult with a company that sets up
captive insurance plans.”
Within that range, smaller manufacturers, doctor’s
practices, restaurant groups, and other companies of a
similar size could realistically look at captive insurance
as an option.
If you do decide to consider captive insurance, consult
with a company that has extensive experience specific
to the captive space. Many insurance providers and
planners dabble in a number of areas of the insurance
market, but captive insurance is a unique, specific, and
complex space. The more of a focus your adviser has on
the captive space, the better off your company will be.
“The advising company would typically come in and
take a good, long look at what your current insurance
covers and what gaps you have in your coverage and
price out the premiums for the gaps you currently have,”
Squires says. “If you’re over $20 million, there is a good
chance your company has enough complexity that the
gaps will be substantial enough to get a benefit from the
tax deductions.”
When shopping for someone to set up a captive
insurance company, make sure you are forthcoming
regarding every aspect of your current insurance coverage.
“There are a lot of requirements of a captive insurance
company because this is a regulated industry,” Squires
says. “It still needs to be set up as a legitimate insurance
company that funds real risk. And that goes back to
finding a well-versed expert who can pilot you through
the process.” j
It used to be that if you ran a mid-sized or small
business, you could go your entire career and not
think once about captive insurance companies.
That’s because, until recently, the captive insurance
market was made up almost entirely of large
corporations that had the resources and clout to bring
insurance risk in house.
“Fortune 500 companies have been doing this for years,”
says Trisha Squires, a tax director in SS&G’s Chicago office.
“Companies that large can self insure and have enough
people, clout, and income to fund premiums.”
Captive insurance companies are entities set up
and run internally by businesses to self fund risk that
would otherwise be handed off to an external insurance
company or left uninsured. Large companies have often
used captives because it allows them to insure risk
that would be difficult to insure on the open market,
including natural disaster or terrorism coverage.
Captives can also allow companies to fund a surplus
that can act as a cushion against future risk, provided
that premiums outpace claims over an extended period.
There are tax benefits to captives, as well, such as
deductions on premiums paid into the plan.
With the advent of the microcaptive company,
outlined in Section 831(b) of the Internal Revenue Code,
some of the benefits of a captive insurance company are
now available to smaller businesses. One of the primary
benefits is a maximum deduction of $1.2 million
10 ss&g solutions j winter 2014
11winter 2014 ss&g solutions
the last wordwith Bob Littman
“As a firm, we are constantly innovating and evolving, and we think you should, too.”
As we settle in to 2014, it is important to take
advantage of the chance to refocus our energies
and set new goals for ourselves.
Here at SS&G, one of our objectives is growth. We
opened the doors to our downtown Cleveland office last
November and are excited to be a part of the revitalization
of the downtown Cleveland community. SS&G is also
proud this month to be establishing a new office in New
York City that will be spearheaded by associate director
Dana Zukofsky, who we welcome to the SS&G team. With
these additions, SS&G has expanded our presence to
include 12 offices and more than 530 professionals.
Innovation goes hand-in-hand with growth. In the
upcoming year, we also plan to continuously look for
new ways of doing business that will improve our
efficiency in helping clients. Innovation means keeping
our professionals educated and updated on the latest
developments in tax laws and accounting standards, and
passing that knowledge on to our clients and colleagues.
It means expanding our offerings to include new
services, such as transaction advisory risk management,
and increasing our expertise in emerging industries such
as oil and gas. Innovation means combining traditional
accounting with advanced consulting so we can continue
to provide services of the highest quality and value that
enable our clients to thrive.
As a firm, we are constantly innovating and evolving,
and we think you should, too.
Make it a resolution this year to take more continuing
professional education classes and sign up for more
seminars or webinars. Do more brainstorming with your
Doing moreA new year brings new opportunities
colleagues and have more conversations about how to
improve customer service. Attend more networking
events and expand your circle of connections. Take every
opportunity you can to learn something new.
We will do our best through 2014 to offer value-added
services that help you keep your resolution to innovate.
Our professionals are already hard at work planning
mixers and events such as our 2014 Restaurant CFO
Bootcamp® and Nonprofit Seminar Series. Throughout
the year, SS&G will frequently retain industry experts for
CPE classes that clients are invited to free of charge, and
we offer a variety of educational seminars and webinars.
It is our goal to provide the greatest benefit possible to
our clients, and we look forward to helping you make 2014
a successful, innovative, and prosperous new year. j
32125 Solon Rd.
Cleveland, OH 44139
PRSRT STDU S POSTAGE
PAIDCLEVELAND, OHPERMIT NO 1940
Not if you’re an audit report. Or a credit card statement. In fact, many financial records should never be disposed of. At SS&G, we have a record retention guide to help you figure out which documents you should keep and for how long. We provide helpful resources and solutions to your financial needs so that you can keep your resolution to clear the clutter. Visit SSandG.com/recordretention.
Out with the old?
new year