AHLA

Tax Issues for Health Care Organizations ● October 19-21, 2014  

M. Alternative Investments—Seeing the Forest through the Trees Jackie Coburn Crowe Horwath LLP Dallas, TX Jim Lancaster Assistance Director, Tax Reporting & Compliance Texas Children’s Hospital Houston, TX Richard L. Sevcik Perkins Coie Chicago, IL

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ALTERNATIVE INVESTMENTS

Seeing the Forest through the Trees

Presented at American Health Lawyers Association Tax Issues for Health Care Organizations

October 20/21, 2014

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Agenda

• Definitions

• Types & comparison

• Business structure and resulting tax consequences

• Uniform Prudent Management of Institutional Funds Act (“UPMIFA”)

• Popularity

• Reporting issues/areas of exposure

• Planning

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Definition/Types

• What is an alternative investment? • Investment product other than traditional investments such as

stocks, bonds, or cash

• Non-traditional asset classes including:• Hedge funds

• Private equity funds

• Venture capital funds

• Real estate partnerships and trusts

• Commodities

• Many of these investments are offshore

• Most alternative investment funds operate as partnerships

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Alternative Investment Funds by Type

• Hedge funds: invests in stocks and bonds of public companies, commodities, and financial derivatives• Now tending to branch out into other types

• Private equity funds: invests in “used companies”• E.g., management buyouts; operating companies that no long fit

the business model of their historic owners

• Venture capital funds: invests in “new” startup companies

• Real estate funds: invests in real property (fee interest or leasehold), REIT shares, mortgage loans, REMICs, and other real estate investment products

• Oil & gas: limited partnerships and royalty interest trusts

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Comparison- Hedge Fund vs. Private Equity

Features Hedge Fund Private EquityGeneral Entity Type Limited Partnership Limited Partnership

Investment Liquidity Marketable Illiquid

Investment Strategy Fairly liquid positions- equity, fixed income, convertible debt, foreign contracts, futures, forwards, swaps, options and other derivatives

illiquid positions- In private companies at different “life” stages

Types Investments Arbitrage funds, Distressedsecurities, event funds, long-sort, opportunistic funds, Macro Funds, Market timing funds, futures funds

Venture Capital - “early” stage privately ownedLeveraged Buyout - established businesses substantial borrowing capacityMezzanine Funds - financing to establishedbusinessesDistressed Securities Funds - insolvent or bankrupt public companiesAngel Funds - seed financingReal Estate Funds - direct or indirectinvestments real estate

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Comparison- Hedge Fund vs. Private Equity (continued)

Features Hedge Fund Private EquityStructures Stand alone

Master-Feeder - Tiered pship structure: lower-tier Master which houses investment activity. Feeder partnership are partners of master accumulating individual partner investmentsFund of Funds (FOF) -invests number of hedge funds

Generally limited partnership with fixed term of years run by specific private equity firm with investments at inception from large institutionalinvestors. May rely on debt for purchase underlying investments.

Funding & redemptions Allow regular redemptions Generally investor can not redeem until unwinding of fund

Investment Term perpetual investment vehicles that constantly acquire and dispose of assets based on their investment strategy

• redeemed fund’s unwinding • 1-2 year commitment required capital

contributions• investments mature during 3-8 year horizon

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Preferred Business Structure- Limited Partnership

• Common Practice – large percentage organized as limited partnerships or LLPs

• Benefit to the Manager – provides general partner or investment firm most management flexibility

• Legal Benefit –limited liability to the limited partners

• Tax Benefit – tax efficient to investors• The LP is not subject to taxation on its earnings

• No double taxation as with corporate form of business

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Business Structures of Alternative Investments?

• U.S. Limited Partnerships • Foreign Partnerships• Blocker Corporation Structures

• Typically foreign blocker corporation• U.S. blocker would be subject to federal & state taxes

• Foreign blocker successfully blocks UBI• Expensive to set-up – impacting after-tax return on investment

• Foreign blocker pitfalls- depending on investment types & location:• Foreign taxes• U.S. withholding tax on U.S. dividends on income earned by foreign

corporations• 30% “Branch profits” tax on after-tax profits withdrawn from U.S.

business

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Popularity of Alternative Investments

• Why invest in alternative asset classes?• Diversification

• Potential for higher returns

• Survey – According to National Association of College and University Business Officers (NACUBO)• 2013 university endowments > $1billion

• 59% of their portfolios allocated to alternative investments

• Originally marketed to very large nonprofit organizations with significant endowments

• Increasingly, smaller organizations have been attracted to alternative investments

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UPMIFA

• Uniform Prudent Management of Institutional Funds Act (“UPMIFA”) applies to institutional funds• A fund held by an institution exclusively for charitable purposes

• An institution is a person organized and operated exclusively for charitable purposes.

• An endowment fund is an institutional fund (or part) that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis.

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UPMIFA (continued)

• Section 3 of UPMIFA sets forth the standard of conduct in managing and investing institutional funds.

• Applies to all institutional funds

• Sets forth a number of duties applicable to those that manage and invest the funds

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Duties

• Duties• Duty of Loyalty – no separate standard under UPMIFA.

• Duty of Care – duty to act “in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances”. Charitable nature of institution reflected in standard.

• Delegation of investment functions subject to same prudence standard: selection, establishment of scope and terms, and periodic review.

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Duties (continued)

• Duty to minimize costs

• Duty to investigate – investigate accuracy of information

• Duty to diversify – unless institution reasonably determines that, because of special circumstances, the purposes of the fund are better served.

• Subject to donor intent, institution shall consider charitable purposes of institution and of fund.

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Prudent Decision Making

• UPMIFA sets forth the following factors:

• General economic conditions

• Possible effect of inflation or deflation

• Expected tax consequences (UBIT)

• Role that investment or course of action plays within portfolio

• Expected total return (income and appreciation)

• Other resources of institution

• Needs of institution and of the fund to make distributions and to preserve capital

• Asset’s special relationship or value to charitable purposes of institution

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Prudent Decision Making (continued)

• Portfolio approach – decisions regarding individual assets not to be made in isolation but rather in the context of the portfolio as a whole and as part of an “overall investment strategy having risk and return objectives reasonably suited to the fund and to the institution.”

• Broad investment authority – no specific investments prohibited

• Special skills and expertise – use of own skills and expertise

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UPMIFA - Summary

• Directs trustees to act as a prudent investor would, using a portfolio approach to investing and considering the risk and return objectives of the fund

• Directors should adopt an investment strategy appropriate for the fund and the organization

• UPMIFA imposes a duty to diversify absent special circumstances, and follows modern portfolio theory

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Endowment Allocations

Domestic Equities

16%

International Equities

18%

Fixed Income 10%Cash & ST

Securities 3%

Alternative Investments

53%

2013 - Commonfund Study of Endowments

All 835 Survey respondents

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Alternative Investments- Allocations

Alternative Strategies% Alternative Investments

Hedge Funds & Marketable alternatives 20%

Private Equity 12%

Real Estate 7%

Energy & natural resources 5%

Venture Capital 4%

Commodities & futures 2%

Distressed debt 2%

Other 1%

2013-Commonfund Study of Endowments

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Pension Plans and Alternative Investments

• State defined benefit pension plans – 24% allocation alternative investments• Composition of alternative investments:

• 42% Private equity• 17% Hedge funds• 32% Real estate• 9% Real assets

Source: Cliffwater, LLC 2013 survey: “Trends in State Pension Allocation & Performance”

• US Corporate defined benefit pension plans• Total assets approximately $2.4 trillion

• $91.6 billion invested in partnerships/joint ventures• $13.6 billion in real estate

Source: Employee Benefit Security Administration Pension Plan Bulletin 2011 (Forms 5500)

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Reporting Issues/Areas of Exposure

• Partnership Tax Compliance Concepts

• Unrelated Business Income (Federal & State)

• Form 990, Schedule F

• Foreign Filings

• Listed/Reportable Transactions

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Partnership Tax Compliance Concepts

• Partnerships - “flow-through” entities• Activities of partnership - attributed to the partners

• On a line by line Schedule K-1 basis

• Partnership- not subject to taxation on their earnings• File Form 1065 annually to report partnership income• Timing of 1065 / K-1 Filing - Initial due date April 15th

• Extended due date September 15th

• Each partner (investor) Schedule K-1• Reports partner’s share of income, losses, etc.• An exempt partner is subject to tax only to the extent of its UBIT

• Determine whether the partnership income items would be a related or unrelated activity if the organization conducted the activity itself

• Form 990-T Due date IRS 15th day of:• Corporation- 5th month after year end• Retirement/Pension trust- fourth month after year end

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Background - Law

IRC Sec. 6031(d)

Separate statement of items of unrelated business taxable income In the case of any partnership regularly carrying on a trade or business (within the meaning of section 512(c)(1)), the information required under subsection (b) to be furnished to its partners shall include such information as is necessary to enable each partner to compute its distributive share of partnership income or loss from such trade or business in accordance with section 512(a)(1), but without regard to the modifications described in paragraphs (8) through (15) of section 512(b).

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UBI From Partnership Occurs

• Three ways partnership generates unrelated business income:1. Ordinary income from the operation of a trade or business

unrelated to an EO investor’s exempt purpose• Examples: Working oil & gas interest, timber partnership, private equity fund

investing in privately-owned business, etc.

2. Debt-financed income

3. Flow-through from other investments• Fund of fund arrangement – ordinary or debt-financed income flowing up from

multiple partnerships

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Exceptions: UBI Debt Financed Income

• IRC Section 514(c)(9) exception from UBI• Debt-financed income from real property for qualified organizations

• Educational organization and their supporting organizations • Qualified under IRC section 170(b)(1)(A)(ii)

• Retirement plan trusts -Section 401 qualified trusts

• Real property holding organizations - Section 501(c)(25)

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• General Rule: Passive income from investments (e.g., dividends, interest, rents, capital gain) is generally excluded from federal taxation (Section 512(b)(1))

Unrelated Business Income Concepts

Exempt Organization

StocksBonds

$ Dividends $ Interest

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• However, debt-financed income is generally taxable:

Unrelated Business Income Concepts

Exempt Organization

Stock

Dividend$6

$10

Bank

$20

Exempt Organization’s UBI = $6 x (10/20) = $3

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• Borrowing by an investee corporation does not create UBI for an EO investor:

Unrelated Business Income Concepts

Exempt Organization’s

Corp.

Dividend$3$20

Bank

UBI = $0

Exempt Organization’s UBI = $0

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Unrelated Business Income Tax-Exempt Partner• EO investment in partnership: Income allocated from

partnership retains its character

EO Partner

Exempt Organization (EO) (50%)Ordinary Income = $8 Interest Income = $10

Investment Pship EarningsOrdinary income - $16Interest income - $20

Exempt Organization’s UBI = $8 of Ordinary Income$0 of Interest Income*rest

income: excluded from UBI

Investment Pship

50%

*Passive, non-debt financed interest income is excluded from UBI treatment per Section 512(b)(1)

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• Borrowing by an investee partnership is imputed (on a pro rata basis) to an EO investor:

Unrelated Business Income Concepts

Exempt Organization

Exempt Organization’s Share (50%) Ordinary income = $8Interest income = $10

$60

Bank

•EO still taxable on 100% of ordinary income = $8•EO also taxable on 30% (i.e., 60/200) of interest income = $3

Pship

50%

Partnership’s EarningsOrdinary income - $16Interest income - $20

Total Partnership tax basis = $200

Exempt Organization’s UBI = $8 of Ordinary Income

$3 of Interest Income ($10 x 60/200)of interest income: excluded from UBI

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Blocker Results -Unrelated Business Income ConceptsBy utilizing a “blocker” corporation, EO investors can shield themselves from

UBI:EO Investor

Blocker Corp’s Share (50%) Ordinary income = $75Interest income = $25

Blocker Corp.

Investment Pship

100%

50%

Investment Pship EarningsOrdinary income - $150Interest income - $50

Dividend$100

EO Investor’s UBI = $0*

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Schedule K-1, Part II – Information about the Partner

Tax Exempt

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Schedule K-1, Part III

Income & Deductions

Foreign Tax Credit Info

AMT Adjustments

Line 20, Code V – unrelated business taxable income

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State Unrelated Business Taxable Income

Number of states that tax unrelated business income 40

Number of states with distinct Form 990-T 13

Approximate # of states minimum tax penalty (range $10 to $500) 12

Number of states with UBTI minimum threshold 9

Number of states with “reportable transaction” disclosures 11

Number of states that allow allocation vs. apportionment – GA, HI, IL, MA, NY

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Stay alert! 1) State filing requirements subject to change

2) Increased state audit activity

3) States requiring tax withholding behalf of partners

4) Refer to state instructions – a few exempt 401(a) trusts

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State Tax Collection at the Source

• States are increasingly concerned with their ability to collect tax from nonresident owners. The states have enacted an array of compliance mechanisms:

• Information reporting (i.e. State K-1s)

• Composite (or group) returns

• Mandatory withholding at the source

• Entity level taxes

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Group (Composite) Filings: General Framework

Step 1

• Determine whether group filing is allowed and who may be included• Does the state offer a group (composite) return to be filed on behalf of the

investors?• What type of investors (i.e. individuals, corporations, trusts, etc) are includable in a

composite return?• Are investors eligible to be included if they have other sources of income from the

state, including other pass-through income?

Step 2

• Collect elections/consents from investors (14 states have a requirement)

• Does the state require a separate election to be included in the composite return?• Is there a specific form• How frequently must the form be filed?

Step 3• Aggregate state income from investors to be reported on a composite

filing.

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Mandatory Nonresident Withholding• What is nonresident withholding?

• The flow-through entity withholds and remits tax to the state taxing authority based on the investor’s distributive share.

• This generally does not satisfy the investor’s tax filing obligation with the state. Rather, the investor must file its own return and may claim a credit for taxes deposited on its behalf by the flow-through entity.

• Approximately 40 states now enforce mandatory nonresident withholding.

• Withholding was traditionally required for distributive shares attributable to nonresident individuals. In recent years, withholding has increasingly been extended to other types of investors (corporations, exempts, etc.)

• There is a heighted risk of over-withholding/opportunity for refunds

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Nonresident Withholding: Exemption Certificates• Is there a withholding exemption or adjustment certificate available for

certain/all of my investors?

• 27 states offer partners an opportunity to file a withholding exemption or adjustment certificate.

• States vary in terms of whether an opt-out is available, the type of investor it pertains to, and the process associated with the withholding exemption or adjustment.

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State Unrelated Business Taxable Income

• Partnerships’ state tax withholding on behalf partners• Results in overpayment tax for exempt partner generally:

• Based on “taxable” income of taxable investor• Taxes passive, excluded income interest and dividends

• Excludes pass-through expenses IDC & depletion

• No direct correlation to Federal UBTI• Read applicable state statutes and form instructions

• Allocation vs. Apportionment• Allocation – state in which activity situated

• Apportionment of Federal UBI – based on factors• Typically 3 prong- Income, payroll & property

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Passive Activity Losses• Purpose- Prevent sheltering by certain taxpayers of passive

activity losses (PAL) & tax credits against non-passiveincome• Passive Activity - trade or business taxpayer does not materially

participate

• Insufficient passive activity income- PAL carried forward indefinitely

• Suspended passive activity losses of the activity utilized against

1. Current passive activity income, and

2. Dispose of entire passive activity in taxable transaction

• Offset suspended loss of disposed activity against ordinary income

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Exempt Organizations Subject Passive Activity Losses

Subject Passive Activity Rules:

• Trusts:• Pension Trusts under Section 401a

• Private Foundations formed as trust

• Voluntary Employee Benefit Associations 501(c)(9)

• L.P. & LLP partners & members LLC considered passive because of their limited liability

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Publicly Traded Partnerships- §469(k)

• Defined as:• Interests in the partnership are traded on an established securities market, or• Interests in such partnership are readily tradable on a secondary market (or

substantial equivalent))

• You can not offset loss of a PTP against anything other than income of the same PTP.

• If there is an overall loss and less than entire interest in the PTP was disposed of, losses are allowed only to the extent of the income, and the excess is carried forward and can be applied against future income from the PTP.

• If there is a loss and entire interest in the PTP was disposed of, the losses are not limited by the passive loss rules.

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Potential Disclosures Foreign Investments

• Form 990, Schedule F, Foreign activity

• Form 926- Certain transfers to foreign corporation

• Form 8865-Foreign partnerships

• Form 5471-Foreign corporations

• Form 8621-Sharehold Passive Foreign Investment Company

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Form 990, Schedule F

• Prequalifying question for Schedule F (Part IV, Line 14b): • “Did the organization have aggregate revenues or expenses of

more than $10,000 from grant making, fundraising, business, and program service activities outside of the United States?”

• The IRS Tips indicate investments other than “financial accounts” are reportable in Schedule F

• Report at Schedule F – only directly owned foreign investments• Do not include any investments owned by pass-through entities

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Form 990, Schedule F

• List investments in each region separate from other activities in those regions. Complete columns (a), (d) and (f)

• Region should be identified based on the legal domicile of the foreign investment

• Columns (b), (c), and (e) can be left blank

Book value

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Form 990, Schedule F (continued)

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Form 926, Foreign Corporations• Form 926 reports certain transfers to foreign corporations:

• Cash & non-cash transfers

• Transfers by a partnership to a foreign corporation• Partner reports their share of transfer

• Cash transfers reportable if either:• After the transfer, the filing organization holds directly or indirectly at

least 10% of the total voting power of the foreign corporation

• Cash transferred during the 12-month period ending on the date of the transfer exceeds $100,000

• Non-cash transfers reportable regardless transaction amount

• Failure to file penalty 10% transfer valued limited to $100,000

• Tracking – transfers aggregated over a rolling 12-month period

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Form 8865-Foreign Partnerships

• Form 8865 reports certain transfers, acquisitions, dispositions and changes in interest of foreign partnerships• Failure to file penalty $10,000

• Filing organizations need to review the categories of filers based on direct ownership and based on indirect ownership

• Category 1 filer = U.S. person who owned more than 50% interest in a foreign partnership

• Category 2 filer = U.S. person who owned more than 10% or greater interest in a foreign partnership. If the partnership has a Category 1 filer, no person is a Category 2 filer.

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Form 8865 (continued)

• Category 3 filer = U.S. person who contributed property in exchange if either:• The person owned at least 10% interest in the foreign partnership after the

contribution

• The value of the property contributed during the 12-month period ending on the date of the transfer > $100,000.

• Category 4 filer = U.S. person that had a “reportable event”, which includes one of the following:• A U.S. person acquires an interest in the partnership that increases their

ownership % from below 10% to equal to or above 10%

• A U.S. person disposes of an interest in the partnership that decreases their ownership % from equal to or above 10% to below 10%

• A U.S. person changes their proportional interest if compared to the person’s direct proportional interest the last time the person had a reportable event, the person’s interest has increased or decreased by at least 10%

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Form 8865- Penalties

• Category 1, 2, 3 & 4 filers- Failure file or report all info requested• $10,000 each year for each foreign pship

• If receive IRS notice requesting – additional $10,000 for each month fail to provide IRS• Capped at $50,000 each failure

• Criminal penalties may apply for filing false or fraudulent info

• Category 3 filer- Failure under IRC §6038B• 10% of FMV property at time of contribution, limited to $100,000

• Unlimited, if due to intentional disregard

• Undisclosed foreign financial asset understatements IRC § 6662(j)• If understatement of tax, 40% tax understatement

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Form 5471, Foreign Corporations• Form 5471 is an information return required for U.S. residents (including EOs)

who are officers, investors, directors or shareholders with respect to certain foreign corporations

• Repealed Category 1 filer

• Category 2 filer = U.S. person is an officer or director of a foreign corporation in which a U.S. person has acquired:

• 10% or more of the stock of the foreign corporation• An additional 10% or more of the stock of the foreign corporation

• Category 3 filer = Includes the following:• A U.S. person who acquires stock in a foreign corporation and their total stock ownership is 10% or

more of the total stock• A U.S. person who disposes of stock who used to own 10% or more of a foreign corporation and no

longer does.

• Category 4 = Significant acquisition or disposition of stock of foreign corporation• Category 5 = Ownership of >50% of foreign corporation

• Failure to file penalty is $10,000 for each accounting period . • Warning : not a complete listing of possible penalties - Can be criminal penalties & IRC § 6662(j)

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Form 8621, Return by Shareholder PFIC

• PFIC rules are very complicated

• Final and Temporary Regulations Issued December 30, 2013

• GOOD NEWS! Exempt entities should not need to file this form unless they have received a dividend subject to subpart F• Generally applies only to insurance income for exempt entities

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Form 8886, Reportable Transactions

• Form 8886 is used to report “reportable transactions” as defined by the IRS • An organization’s participation in a reportable transaction does not

necessarily mean that the organization was a “party to a prohibited tax shelter transaction”.• An organization that participates in a reportable transaction must report

the transaction on Form 8886

• Organizations that are a “party to a prohibited tax shelter transaction” have additional filing requirements and in some cases must pay excise tax under Section 4965.• An organization that is a “party to a prohibited tax shelter transaction”

must file both Form 8886 and Form 8886-T

• The Form 8886-T must be made publicly available

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Reportable Transactions- T.D. 9530

Reportable Transaction- is a transaction with respect to which information is required to be included with return or statement as prescribed under IRC §6011 which IRS deems has potential for tax avoidance or evasion.

Five categories reportable transactions:1. Listed transactions2. Confidential transactions3. Transactions with contractual protections4. Loss transactions5. Transactions of interest

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Prohibited Tax Shelter TransactionClassification as prohibited tax shelter transaction requires satisfying two criteria:

1. Listed Transaction • IRC 4965(e)(1)(A) & 6707 A(c)(2)

2. Prohibited tax shelter transaction

• IRC 6011 & IRS notices

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Penalties – Related Listed Transactions & Prohibited Tax Shelters

• Failure to Disclose Participation Reportable Transaction- IRC §6707A(b)(2)(B)• 75% decrease in tax show as result transaction• Minimum penalty $5,000 person or $10,000 for any other taxpayer• Maximum penalty $10,000 person or $50,000 for any other taxpayer

• Failure to Disclose Participation in Listed Transaction-IRC C6707A(b)(2)(A)• Maximum Penalty $100,000 for person and $200,000 all other taxpayers

• Tax-exempt entities failure to report participation in prohibited tax shelter transaction IRC §6652(c)(3)

• $100 per day during such failure not to exceed $50,000• Excise Tax Tax-Exempt Entities Entering into Prohibited Tax Shelters IRC

§4965(a)(1)(e)• Greater of 100% net income or 75% proceeds received by entity attributable

to transaction• Excise tax on Entity Manager IRC §4965(b)(2)

• $20,000 for each approval in participating transaction

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Alternative Investment Planning

• Manage risk through:• Quantifying alternative investment universe

• Developing a compliance approach

• Building & maintaining relationships with investment mangers

• Structuring of investment agreements

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Quantify Alternative Investments

• Identify potential investments by reviewing:• Audited financial statements

• F/S footnotes will indicate if alternative investments

• Look at Level 3 Investments and occasionally in Level 2

• Prior tax returns

• Investment agreements & reports

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Develop Compliance Approach

• Review of investment prospectus & other documents • Identify for each alternative investment:

• Entity type - Partnership or Corporation• Entity domicile - Foreign or U.S. based & applicable state(s)• Foreign investments by entity type:

• Contributions - date, amount, resulting % ownership• Distributions - date, amount, resulting ending ownership

• If current work identifies p/y missed foreign filings:• Develop approach to comply

• Reason- statute remains open until 3 years after date file with IRS required forms

• Resulting income stream: • Dividends or capital gain from corporation, or • Partnership flow-though earnings

• UBI from trade or business expected• Debt financed• Tiered partnership with potential indirect foreign investments • When can get estimates and Schedules K-1

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Relationships with Investment Managers

• On-going relationship with investment managers–internal and external not a “tax season” only approach:• Maintain flow of information and expectation for questions• Regularly receive and review information from investment

managers • Make investment manager aware intent

• UBI reporting• Other reporting requirements & risk

• Access investment firm’s history UBI management• Do investments include at least 1/3 tax-exempt investors

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Structure Agreements Upfront - Protective Language• Partnership or investment manager agreements:

• “Best efforts” clause:• Minimize UBI

• Limit borrowings for ordinary & routine investments

• Quarterly investor notifications clause:• Transactions result in significant tax liabilities

• Tax liquidity clause:• Requiring mandatory distributions to pay anticipated taxes

• Indemnification clause:• Investment manager indemnifies investor penalties & interest

• As result investment manager failing to compute or disclose tax liabilities• Including listed or reportable transactions

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Thank You for Your Participation!

• Questions?

• Contact Information-• Jim Lancaster – Assistant Director – Tax Reporting & Compliance

jrlancas@texaschildrens.org, 832-824-2982

• Richard L. Sevcik- Partner – Perkins Coie LLP

rsevcik@perkinscoie.com , 312-324-8653

• Jackie Coburn – Senior Manager – Crowe Horwath, LLPjackie.coburn@crowehorwath.com, 214-777-5272