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The Newsletter of the Kansas Society of CPAs


August/September 2016

LET'S BE A POWERHOUSE by Natasha Schamberger, CPA CEO & President, Kansas Society of CPAs

How Security Saavy is Your Firm? by Jim Boomer, CPA.CTIP, MBA CEO, Boomer Consulting, Inc.

Identify Likely Candidates with Whom to Merge

AICPA PCPS Succession Resource Center





Kansas Society of CPAs Strategic Plan


HOW SECURITY SAAVY IS YOUR FIRM? By Jim Boomer, CPA.CITP, MBA CEO, Boomer Consulting, Inc.

IDENTIFY LIKELY CANDIDATES WITH WHOM TO MERGE Article and Checklist from AICPA PCPS Succession Resource Center


Chair’s Letter


New Members


2016 - A look Ahead


Member News


New Guide Brings Consensus View From three BV Leaders




Matthew R. List, CPA

Statements of fact and opinion are made by authors alone and do not imply an opinion on the part of the officers or members of the KSCPA. Publication of an advertisement in Skyscapes does not constitute an endorsement of the product or service by Skyscapes or the KSCPA. Copyright © 2016 Kansas Society of CPAs; Topeka, KS. All rights reserved.


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want to recognize and thank those who have shared the vision and led in the efforts that have strengthened the KSCPA over the years. The KSCPA’s legacy has changed and grown throughout. It continues to be important to work and plan together with shared goals and unified leadership. To preserve the legacy, the members of the KSCPA Board came together recently to analyze the current state of our profession, get a grasp on the future state of the profession and assess the resulting needs of KSCPA members. During this annual strategic planning session, our objective was to remain true to our core mission, while at the same time, determine how to respond to new challenges and opportunities. An interesting study was presented to the Board. According to research commissioned by, the CPA of the Future Study showcases how prepared CPAs are for the future and revealed the following: • 8% of CPAs think that the profession is future ready today • 10% of CPAs view themselves as innovative, while 82% recognize the need to better understand what innovation is • 58% of CPAs agree it’s important to create a culture of innovation & learning to succeed • 80% think their role will change significantly in the future – by 2025 These eye-opening facts were certainly thought-provoking as the Board worked to craft the KSCPAs strategic plan. Refer to the, “Let’s Be a Powerhouse” article in this newsletter to learn more details about the strategic goals that we established. Furthermore, I encourage you to join us for our annual Member Value Day on November 16th. This event will take place at the Wichita Marriott and will include facilitated roundtables centered around the strategic goals. These discussions will solicit feedback and suggestions from you on what activities the KSCPA should consider doing to provide added value. This is an important free event for KSCPA members, faculty, students, and KSCPA leaders. In fact, Kimberly Ellison-Taylor, CPA, CGMA will be presenting the Professional Issues Update. Kimberly is the incoming chair of AICPA and has recently been recognized by Accounting Today as one of the Top 100 most influential people in our profession. This dynamic event also includes the Annual Meeting of the KSCPA and the KSCPA Educational Foundation, and will recognize Women to Watch award winners, as well as new CPA passers. I look forward to seeing you on November 16th and continuing the conversation on how we can do the most good for CPAs and the accounting profession.

Executive Committee Matthew List, Chair,

Designated Member of AICPA Council

Jim Boomer, Vice Chair Chad Allen, Secretary/Treasurer Michelle Schneider, Immediate Past Chair

Board of Directors & Ex Officios* (Term Expires 2016)

Kate Grant Daniel F. Kjergaard Jay D. Langley Christina M. Ricke Damon Ward Rodney G. Van Norden, KSBOA Chair *L. Gary Boomer, AICPA At Large Member of Council *DeAnn A. Hill, AICPA Board Member

Board of Directors & Ex Officios* (Term Expires 2017)

Brandi DiGiorgio Michele A. Herzog Christine “Chris” Johnston Lori Wenrich *M. Aron Dunn, KSBOA Liaison *Robert J. Schuster, AICPA Elected Member of Council

Board of Directors & Ex Officios* (Term Expires 2018)

Noelle Caldwell Norman P. Hope D. Shawn Sullivan Shannon Vivar Amanda Walker *Richard Dinkel, AICPA At Large Member of Council

Educational Foundation Board of Trustees Cheryl Hayward, Chair Dan Crumb, Vice Chair Rebecca Casey, Secretary/Treasurer Monty Allen Gary A. Schlappe Charles Gnizak Gail L. Yarick Laura Zellers Matthew R. List Political Action Committee Amber K. Goering, Chair Daniel J. White, Treasurer Gary C. Allerheiligen James T. Clark Cheryl Hayward DeAnn A. Hill Eric T. Larson Denis W. Miller Kathryn J. Mitchell Michael V. Rogers KSCPA Staff Natasha Schamberger, CPA President/CEO Karen Mitchell, CPA, CGMA Chief Financial Officer Danielle Bulson Membership & Professional Development Director Rita Barnard Technical Services Manager




Matthew R. List, CPA KSCPA Chair

The Kansas Society of Certified Public Accountants, Inc. 100 SE 9th Street, Suite 502 Topeka, KS 66612-1213 Phone: 785.272.4366, FAX: 785.272.4468

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By Natasha Schamberger, CPA; CEO & President, Kansas Society of CPAs My daughter loves to play soccer. While I enjoy watching her play, I often find myself saying “c’mon, get in there” under my breath. She has a tendency to stay on the perimeter of the action. But at times she suddenly appears out of nowhere as a total Powerhouse! At her last game, she emerged with the ball from the cluster of girls fighting for it. She was quite a sight to see; strong, fast, and confident as she controlled the ball with long precise kicks down the field to score the winning goal! As a proud mom, I’d like to say this is her strategy – to survey the landscape, seize the opportunity and evolve as a Powerhouse! This is exactly the strategy the Kansas Society of CPAs (KSCPA) Board of Directors adopted at their annual strategic planning retreat in August. The Board performed an exciting review of the current trends in the accounting profession, considered the KSCPAs legacy and identified opportunities to win big. What trends will have the biggest impact on Kansas CPAs? What does the KSCPA want to be known for? How can we prepare Kansas accountants to be future-ready and take advantage of these trends? These 6

questions were the focus of the Boards discussions as we worked to create the vision and goals that will shape the KSCPA’s activities over the next two years. We are pleased to present to you our strategic plan that outlines the organization’s vision to be a community that connects, innovates, advocates and learns. KSCPA’s game plan to be a Powerhouse is focused on four strategic goals: Goal: Connect people by building a broad community that encourages meaningful and ongoing participation and collaboration. • Offer opportunities for members to connect directly with other financial professionals and other organizations whose members are colleagues or clients of CPAs. • Create an annual leadership alumni event, inviting all 20 up to 40 alumni as well as past Board members to: - strengthen the ties between alumni. - foster a multi-generational community of ambassadors that actively join in our effort to nurture the vision and mission of KSCPA.

LET'S BE A POWERHOUSE Goal: Innovate as forward-thinking professionals by responding to the latest trends on the horizon, and by embracing new ideas and practices to lead successfully into the future. • Determine a social responsibility initiative that identifies ways for KSCPA to be purpose driven. • Build an accounting graduate kick-start program that: o teaches accounting graduates early leadership skills and soft skills. o informs graduating students of the various career paths, unique qualifications and potential for each. • Evaluate KSCPA offerings to determine if there are activities that: - have outlived their usefulness. - need to be strengthened or developed to provide top value to members. • Be a progress agent that communicates the necessary steps in responding to trends and planning for a future legacy. Goal: Advocate by maintaining an active role in the profession by monitoring key issues and forging effective relationships with regulators, policy makers and educators. • Initiate on-going, effective communication with the Kansas Board of Accountancy. • Determine ways to deliberately collaborate with educators. • Be a voice for Kansas CPAs to legislative and regulatory branches of government. Goal: Advance learning by being an effective and trusted hub for sharing of relevant knowledge, best practices, and resources. • Identify a robust online community platform that provides a forum for KSCPA members to exchange knowledge and best practices. • Investigate new CPE learning models and their effectiveness. Obtain and share feedback from members. • Contemplate the value of broadening KSCPA membership to include other financial professionals who are not CPAs. • Build awareness of the CGMA credential and provide support through the learning process. As we work through each of these objectives, there are repeatable considerations we will keep top-of-mind, such as: • How can this goal further promote the CPA brand? • What technology trends impact the goal? • How does the changing role of a CPA impact this goal? • What macro trends are impacting this goal? • Are there special considerations for the CGMA designation within this goal? Championship teams focus on the end goal. KSCPA is focused on winning big for our members. We are in the zone and ready to work diligently and bring our plan to life. If there are areas of this plan that intrigue, excite, puzzle or worry you, please let me know ( Achieving success is a team effort. Consider volunteering to become engaged in our efforts, just as my daughter moved from the edge of the action to help the team for a win. Here’s to a strong championship season and acknowledging our achievements along the way. Let’s be a Powerhouse!



By Jim Boomer, CPA.CITP, MBA; CEO, Boomer Consulting, Inc. Security continues to be a top priority for firms today. Clients trust CPAs with some of their most sensitive data and it’s our responsibility to do everything possible to protect it. While most wish there was a magic bullet that would guarantee 100% security and keep the bad guys out, the reality of today’s environment makes that notion unrealistic. The fact remains that even if we do everything possible to try to eliminate security risk we are only as strong as the savviness of our people. Security Starts on the Front Lines Whether it’s securing a perimeter in a war zone or an accounting firm, the strength of defense is only as robust as the front lines. In your firm, the front line is your people who are handling sensitive client data on a daily basis. An informed and diligent workforce is your best protection against an attack.


Have you invested the proper amount of training to make sure they are prepared for that responsibility? Are they skeptical of suspicious looking links in emails? Do they report potential security issues as soon as they occur? Do they avoid over sharing on public sites and social media? If not, your firm needs to invest in security awareness training for your entire team. But where do

you start? Where to Start The first step is determining where you are today. To do so, you probably need to bring in an outside party to perform a security assessment that includes penetration testing, social engineering and a complete review of your security infrastructure, as well as your team’s knowledge. Many of the firms we work with have had an assessment done in the last few years and the results have identified vulnerabilities that were previously blind spots. While some were the result of inadequate technology, the majority were caused by the human factor. Training the Front Lines The only way to mitigate against the risks of uninformed and careless individuals is to provide them with ongoing security awareness training. Although programs may vary, here are some of the key characteristics you should keep in mind. • Include Everyone – Security awareness training applies to everyone in the firm. Leadership should not be excluded. In fact, top level executives are some of the most vulnerable individuals. Criminals have become

more sophisticated and regularly target those who have access to the most sensitive and valuable information. • Link it to Their Personal Lives – Most, if not all, of the best practices apply to your employee’s behavior in both their professional and personal lives. The more you can show how it impacts them individually through personal examples, the better it will stick. • Protect People from Themselves – The more IT can do at the desktop level to not allow people to place themselves or the firm at risk, the better. Make it so people can’t do the things that get us in trouble. • Make it an Ongoing Process – Security awareness training is not a one-time event; it’s an ongoing process. Make sure you are continually testing, training and reinforcing best practices. • Hold People Accountable –Holding people accountable is the best way to reinforce desired behaviors and get individuals back on track if they forget or stray off course. Risk Based Approach Gartner lists Adaptive Security Architecture in its Top 10 Strategic Technology Trends for 2016 and states, “Relying on perimeter defense and rule-based security is inadequate. IT leaders must focus on detecting and responding to threats, as well as more traditional blocking and other measures to prevent attacks.” This indicates we need to think differently about security than we have in the past. Traditionally, organizations have spent the majority of the security budget on eliminating risk. In today’s environment, you must balance your resources between proactive prevention and reactive response. In other words, we must view security from a risk management perspective rather than risk elimination. Conclusion If you are currently relying on technology alone to prevent cyber-attacks, you are likely exposing your firm and clients to unnecessary risk. Make sure you address the weakest link in most organizations – the people. Educating them on the best practices and proper behaviors is the best way to protect yourself against the bad guys. At the same time, invest appropriate resources to prepare your firm to respond to a security event. Start the journey today to make your firm more security savvy.

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This first step requires you to think about which firms/ practitioners would be a good fit for your clients and your employees. The fit we refer to is based on chemistry, culture, rates, and goals. Generally, you should try to find a firm that will offer continuity and add value to your practice. You should be able to describe to clients, staff and yourself the things that have been gained through the merger as opposed to what has been lost. The better the fit between your firm and the prospective acquirer, the: • more likely it will be viewed favorably by your client base • easier it will be for your employees to embrace the change and want to stay with the new firm • greater the chance for long-term success and profitability for the newly merged organizations

my clients and people get along with this new firm?” and, “How will we do things at this firm?” If you make a hasty choice that turns out to be a mistake, it can cost you dearly, so you need to do everything you can to be sure it’s the right choice. That’s why we say that you need to go beyond the typical due diligence checklists if you want to stack the odds in favor of success. We recommend that you consider the compatibility of the practices in several, broad areas: • Strategic perspective • Owners’ styles, goals and relationships • General cultural match • Client bases and services offered • Performance management and pay systems • Firm ownership and governance models • Business processes and practices • Succession management practices

Consider things above and beyond the typical due diligence checklists you can use to work on details and verification of matters for a deal. It’s really about compatibility of the business models, staffing, client base, fee structure, practice style and firm culture. It requires you to be able to answer the questions, “How well will

When we work with firms that are considering merging upstream and we go through the likely changes they will be required to make, what they often find is one of two basic scenarios. In each case, the mergee firm is looking to the mergor firm to force them to change and start operating more like a business. If they are really serious

about making this change, they need to commit to making the necessary changes, so the combined firm will enjoy more flexibility and profitability than they would have as individual firms. In certain situations it may even require a partner or two to leave or be removed from the firm so that the remainder can make the required commitment to the new strategy and operating model. So, we want to circle back around and say this. The discussion we started out with earlier...the attitudes, skills, abilities, teamwork, synergies, cooperation, operating processes, governance, business development, training, culture, etc. that really don’t exist …could exist in a merger once the mergor addresses the internal issues and accountability of the mergee. Everyone has to come into these situations with their eyes open knowing that there will likely be some fallout from making the necessary transition. This also means that the deal should be structured in every way possible to motivate the mergee owners to accelerate, and also reward, their compliance with the mergor firm’s standards and processes. It is a lot easier to gain people’s agreement to change when they are motivated to do so. When you look at the firm you’re considering merging into, take a look at their overall stability, based not only on ages and plans of partners, not only on succession planning they’ve done, but also on their overall approach to business. Do they have a good, solid foundation for growth, with a good cadre of senior people? Do they invest in their people and technology? Are they adequately capitalized? (Or are they overcapitalized and, if so, how and when will the partners being taking draws?) Do they have appropriate managerial leadership in place? Does it look as though they will thrive in the long run? Or are there generational differences between groups of owners, or other critical and unresolved issues that could rip the fabric of the firm apart? You owe it to yourself, your people and your clients to have a good grip on this aspect of the merger before you commit to anything. When assessing a firm’s ability to survive long term, you should look past the existing people who are in place and consider the systems they have in place for long-term sustainability. For example, the fact that three partners out of ten will retire in five to seven years should not necessarily be the source of concern if they have in place the systems necessary to replace those partners and have a proven track record of doing that. Another important point of emphasis in your assessment of the successor firm’s business plan for the merger should

be the potential effect on client retention. If the successor firm makes too many drastic changes, your clients and staff may become uncomfortable. The result could be unintended attrition. Review Chapter 8 on transitioning clients and staff through a merger or an acquisition to see more details on how to choose the right successor firm. A potential mergor firm’s compatibility issues with your clients and staff can make a big difference in whether or not they will add or subtract value and impact your share of equity in the new firm as well as potential compensation there. So think about these factors when choosing likely candidates for merger with your practice. When you use these factors as a screen, you’ll recognize some marginal candidates quickly and be able to devote your time to working with better qualified candidates for your practice transfer. All too often, too much focus is spent on the money or the equity ownership in the merger rather than the issues we have covered above. However, the issues we just covered will actually drive the reevaluation of the deal you made. You can rest assured that any well-run mergor firm will build in a look-back provision; correlate expected results to the actual results achieved; and adjust the original deal accordingly. And if the mergor firm does not make this part of their agreement, you should ask yourself why you want to merge with a firm that doesn’t think this way in the first place. You may be asking, “How am I supposed to know this kind of information on these firms?” You probably know enough to make an initial judgment about the most likely contenders in the marketplace already, just from having competed against them, and from your contacts with them in professional functions. As you discuss the deal with them, you’ll get a better feel for the fit between your practice and theirs. We’re not after surgical precision here — what we’re looking for is a rough-cut idea of how compatible your practice might be with the acquiring firm’s way of doing business. Don’t be afraid to ask this simple question “What changes do you see making in the way our practice is operated once we merge?” You can use the Transfer of an Accounting Practice (TAP) checklist, on the following pages, as a guide and scorecard as you consider firms. In partnership with PCPS, the KSCPA is excited to offer a free rotating tool available every month. Article and checklist excerpted from the PCPS Succession Resource Center, with permission. Succession Institute, LLC, original author (2008), and Transition Advisors, LLC, contributing author (2012). This Transfer of an Accounting Practice Checklist is an example of the turnkey tools and solutions the AICPA Private Companies Practice Section (PCPS) delivers. PCPS is an add-on firm membership section within the AICPA.


USING THE TRANSFER OF AN ACCOUNTING PRACTICE (TAP) CHECKLIST Use this checklist to evaluate firms who may be likely candidates to buy or merge in your practice. The checklist is designed around ten key areas that can make the difference between successful transfers and dismal failures. These areas are: • Cultural Compatibility in General • Compatibility of Owners • Strategic Perspective • Compatibility of Client Base and Service Offerings • Compatibility of Performance Management and Pay Systems • Compatibility of Firm Ownership and Governance Models • Compatibility of Businesses Processes and Practices • Compatibility of Succession Management Processes • Overall Stability of the Acquiring Firm • Other Factors The checklist is organized with columns for sale, upstream merger, buy or merge in, transfer within, and a “turn out the lights” strategy to exit planning. If you see a highlight in a box opposite a description under the type of transaction you’re considering, you probably will want to consider that factor in assessing the fit of your practice with that of the firm you’re considering selling to or merging with. The chapters in the PCPS Succession Planning Resource Center that deal with these transactions refer to these factors, so you can read the related sections in those chapters to gain more background on any particular factor covered in the checklist. Keep in mind that, for the most part, these are qualitative factors that you must consider and think through. There’s no, one “right” answer here—no multiple choices. The idea is for you to use this as a mental model to help you decide which path to pursue, and then, if you decide to transfer the practice to another firm, to hook up with a compatible practice on your way out, thereby putting a little more security in the mix for your ultimate buyout. This checklist doesn’t take the place of traditional, quantitative due diligence procedures. It should probably be completed first, before you waste time going through minutia for deals that don’t make sense for you. You can print off a copy of the checklist and use it to help score, relatively speaking, the desirability of candidates who might be buying you out or merging you in, or whom you might be merging in or buying out as well.









Cultural Compatibility in General  “How we do things around here” 

Core values in action

Compatibility of Owners  General styles and style differences between and among owners 

Collegiality among owner group — how they talk to, with and about one another

Nature, level and types of conflicts within owner group, if known

Ages of owners and how well spread over next two decades

Gap in book size between owners, differences in leverage, general approach to business and life

Strategic Perspective  Existence of firm long-term direction, strategy, or vision shared by all owners 

Use of strategy to drive budgeting, operations and behaviors of owners  Compatibility of owners’ strategies




Merge Upstream

Buy or Merge In

Compatibility of Client Base and Service Offerings  Industries served 

Nature of clients served

Service offerings provided to clients Service policies and practices Charge rates, fee structure

  

Geographic locations and differences among locations

Compatibility of Performance Management and Pay Systems  Performance metrics in use by owners  Articulated compensation system used byfringe owners  Owner and benefit policies – insurance, cars, clubs, dues, CPE, vacation, etc.  Leadership development practices for junior partners and managers  Staff performance metrics used  Staff ages, backgrounds, pay and benefits  Staff policies for other than pay and benefits, CPE, CPA exam, flex-time, child care, civic involvement, etc.  Staff evaluations — nature and frequency, including career-pathing


Transfer Within Seamlessly

Turn Out the Lights



Merge Upstream

Buy or Merge In

Transfer Within Seamlessly

Turn Out the Lights

Compatibility of Firm Ownership and Governance Models  Formal or Informal requirements for admission as a partner 

Spread of current equity ownership among partners

Governance model used — committee, managing partner with committee, managing partner, unclear

Decision-making processes — consensus, majority vote, managing partner, etc.

Standard operating procedures in place for decision-making, conflict resolution, voting, partners’ duties Roles and responsibilities defined for partners and staff

Existence of one signed owners’ agreement




Merge Upstream

Compatibility of Business Processes and Practices  Types and quality of communication within the firm — formal and informal


Formal or Informal business development processes in place

Billing and collection practices

Standardized administrative processes in place — internal accounting & timekeeping, workpaper preparation, review, filing, paperless or other, etc.

Amount of leverage — partner to staff time

Firm staffing structure — pyramid, inverted pyramid or other

Extent of functional specialization and niches

Buy or Merge In

Transfer Within Seamlessly

Turn Out the Lights



Merge Upstream

Buy or Merge In

Transfer Within Seamlessly

Turn Out the Lights

Compatibility of Succession Management Processes  Formal or Informal succession management plan, and implementation being done to achieve it 

Expected retirements within next five years — who, how much equity and cost to firm, as well as amount funded, if any Written documentation nailing down exactly when senior partners will be retiring and their expected payout under current policies Likelihood acquirer will itself be merged upstream or sold

Overall Stability of the Acquiring Firm  Investment in people  Investment in technology  Appropriate leadership in place  Absence of critical, unresolved issues among owners Other Factors  How will or can we undo this if it is not working? DISCLAIMER: This publication has not been approved, disapproved or otherwise acted upon by any senior technical committees of, and does not represent an official position of, the American Institute of Certified Public Accountants. It is distributed with the understanding that the contributing authors and editors, and the publisher, are not rendering legal, accounting, or other professional services in this publication. If legal advice or other expert assistance is required, the services of a competent professional should be sought.




OCTOBER 2016 October 21, 2016: Business Valuation Workshop – Ritz Charles – Overland Park October 24, 2016: Business & Industry Workshop – Children’s Mercy Park – Kansas City October 25, 2016: Annual Tax Update: Individuals and Sole Proprietors – KSCPA Office – Topeka – Available By Videocast October 26, 2016: Hottest Tax Topics for 2015 – KSCPA Office – Topeka – Available By Videocast October 27, 2016: Annual Update for Controllers – KSCPA Office – Topeka – Also Available By Videocast

NOVEMBER 2016 November 8, 2016: Leases: Mastering the New FASB Requirements – Webster University – Kansas City November 14, 2016: Annual Update for Accountants and Auditors – Webster University – Kansas City \November 15-16, 2016: “20 up to 40” Session 3 – Marriott – Wichita November 16, 2016: KSCPA Member Value Day – Marriott – Wichita November 17-18, 2016: 66th Annual Kansas Tax Conference – Marriott - Wichita November 29, 2016: Audits of 401(k) Plans: New Developments and Critical Issues for an Effective and Efficient Audit – Webster University – Kansas City


DECEMBER 2016 December 8-9, 2016: Heartland Technology Conference – KU Edwards Campus – Overland Park December 14, 2016: Fiduciary Income Tax Returns – Form 1041 Workshop with Filled-in Forms – Webster University – Kansas City December 16, 2016: Not-for-Profit Accounting & Reporting: From Start to Finish – Webster University – Kansas City December 19, 2016: AICPA’s Annual Federal Tax Update – Webster University – Kansas City

JANUARY 2017 January 6, 2017: Advanced Technical Tax Forms Training – Form 1040 Issues – Webster University – Kansas City January 18, 2017: Tax Forms Boot Camp: LLCs, Partnerships, and S Corporations – Webster University – Kansas City January 19-20, 2017: “20 up to 40” Session 4 – KSCPA Office/Statehouse – Topeka January 19, 2017: Preparing Individual Tax Returns for New Staff and Para-Professionals – Webster University – Kansas City

MAY 2017 May 15-16, 2017: Governmental Nonprofit Accounting & Auditing Conference – Hyatt Regency – Wichita May 16-17, 2017: “20 up to 40” Session 5 –Hyatt Regency – Wichita May 17, 2017 - Spring Leadership Summit – Hyatt Regency – Wichita TBD: Agricultural Taxation Workshop – TBD – Salina

JUNE 2017 TBD: Conference on Kansas Taxes – TBD – Topeka TBD: Business & Industry Conference – TBD - Wichita

MAY & JUNE COURSE OFFERINGS The KSCPA will again hold consecutive days of courses the week of May 22-26, 2017 and June 26-30, 2017 at the KSCPA Office. These courses will be available live and by videocast for remote attendees.


NEW GUIDE BRINGS CONSENSUS VIEW FROM THREE BV LEADERS: HITCHNER • PRATT • FISHMAN The new year brings an important new resource to valuation and litigation professionals: A Consensus View Q&A Guide to Financial Valuation. Written by Jim Hitchner, Shannon Pratt, and Jay Fishman this 350+ page Guide answers the most common questions these three analysts have been asked in their combined 150+ years of experience in the profession.

proach, Cost of Capital/Rates of Return, Discounts and Premiums, and Business Valuation Standards and Ethics. The following pages bring you sample questions and answers from each of the four chapters of the Q&A Guide, which is available in both print (hardcover) and electronic (PDF) formats. For details and ordering information, click here.

"It is a great thing when three of the best-known and respected business appraisers in the nation get together to try to bring consensus and guidance on major valuation issues of the day," says Christopher Mercer of Mercer Capital. "The Q&A Guide packs more good guidance per page than most other books, and more real guidance than many much longer books."

Jim Hitchner will be presenting a session that will cover select controversial issues addressed in the guide at the KSCPA Business Valuation Workshop October 21, 2016 at the Ritz Charles in Overland Park.

The 2016 edition, which will be updated annually, addresses four popular subject areas: The Income Ap22

Article and excerpts from the Financial and Litigation Expert Journal, with permission.

a cOnSEnSuS VIEw Q&a Guide to Financial Valuation - Selected Excerpts chapter 1 income approach Discounted cash flow model: terminal Year and mid-Year convention Question: What period should you use for purposes of determining the present value of the terminal year value when using a mid-year convention discounted cash flow model?

Answer: We have been dealing with this for decades and the answer is always the same. The terminal year value is present valued back at the mid-year, not the end of the year.1 For example, assume that you have a five-year projection and you decide to use the mid-year convention because cash flows come in steadily during the year and not all at the end of the year. As stated in Financial Valuation Applications and Models, “It is important to note that the terminal year begins at 4.5, not 5.”2 The mid-year convention formula applied to net cash flow (NCF) is shown below (this includes the use of the Gordon Growth Model in the terminal year). mid-Year convention Discounted cash flow (Dcf) model3

Present Value of NCF’s during Explicit Period PV =

NCF1 (1 + k)n=.5




(1 + k)n=1.5

NCFn (1 + k)n=4.5


Terminal Value NCFn x (1+g) (k – g) (1 + k)n=4.5

Let’s calculate a value using the above formula, a 20% discount rate, and a 4% long-term growth rate. Discount Rate Long-term Growth Rate

Cash Flow Period PV Factor PV of Cash Flow

Year 1 $1,000 0.5 0.9129 $913

20% 4%

Year 2 $1,150 1.5 0.7607 $875

Year 3 $1,228 2.5 0.6339 $778

Year 4 $1,417 3.5 0.5283 $749

Year 5 $1,516 4.5 0.4402 $667

Terminal Year* $9,854 4.5 0.4402 $4,338

Sum = $8,320 *The terminal year value is (1,516 X 1.04)/(.20-.04) = 9,854.




Note: Some valuation analysts assume end-of-year periods because, while cash flows may come in during the year, they are not distributed to shareholders until the end of the year. The example here presents mid-year cash flows in the interim period and the terminal year period. James R. Hitchner, editor and coauthor, Financial Valuation Applications and Models, 3rd edition (Hoboken, NJ: John Wiley & Sons), p. 147. Ibid.


a cOnSEnSuS VIEw Q&a Guide to Financial Valuation - Selected Excerpts Now, let’s calculate the value with the interim cash flows at mid-year and the terminal year at end of Year 5. Discount Rate Long-term Growth Rate

Cash Flow Period PV Factor PV of Cash Flow

Year 1 $1,000 0.5 0.9129 $913

20% 4%

Year 2 $1,150 1.5 0.7607 $875

Year 3 $1,228 2.5 0.6339 $778

Year 4 $1,417 3.5 0.5283 $749

Year 5 $1,516 4.5 0.4402 $667

Terminal Year* $9,854 5.0 0.4019 $3,960

Sum = $7,942 *The terminal year value is (1,516 X 1.04) /(.20-.04) = 9,854. Complex mathematical proofs confirm that the first formula is correct. However, we also like the simple proof, which is to present value the cash flows for 75 years (Note: In this example it takes only 66 years) at the mid-year convention to calculate value. It is $8,320, not $7,942.

chapter 2 cost of capital/rates of return

Duff & Phelps Valuation Handbook - Guide to Cost of Capital size Premium regression Line and small companies Question: I have heard that when using Duff & Phelps size premium data the extrapolation beyond the regression line (the lower end) should not be used for smaller companies. What is your stance on using the extrapolation? What do you do when the subject company you’re valuing is smaller than the smallest company in the 25th portfolio of the Duff & Phelps Risk Premium Report data? Answer: This is an important question that Duff & Phelps addresses at some length in the 2015 Valuation Handbook ‒ Guide to Cost of Capital: The short answer is ‘Yes.’ It may be appropriate to extrapolate the risk premium for companies whose size characteristics are less than the average characteristics of the companies comprising the bottom half of Portfolio 25 using the regression equation method. While extrapolating a statistical relationship far beyond the range of data used in analysis is generally not recommended, in cost of capital analyses (or any analysis for that matter), there is always the question of ‘compared to what?’ Put simply, while it may not be ideal to extrapolate a statistical relationship beyond a certain range, one may be confronted with a situation in which no better measure is available. Specifically, in cases where the size characteristic of the subject company is significantly less than that of the average company included in Portfolio 25 for any given size measure, the valuation analyst may report the individual, average and the median premia (and corresponding cost of equity capital estimates) using both the guideline portfolio method and the regression equation method (using all of the subject company size characteristics that are available). However, we recommend that the valuation analyst consider disclosing that the subject company’s select24

a cOnSEnSuS VIEw Q&a Guide to Financial Valuation - Selected Excerpts ed size metric is less than, for instance, the smallest of companies included in Portfolio 25 of a particular size measure. Once again, reporting all of the information in a transparent way is preferable to not reporting it at all, especially in cases where no better alternative is available.4

The 2015 Valuation Handbook ‒ Guide to Cost of Capital does provide information about the largest and smallest companies in the 25th portfolio for each of the eight size measures (the 25th portfolio is comprised of the smallest companies).5 The size characteristics of the smallest companies comprising the 25th portfolio can be used as a guide that the size premia is supported for companies that small.

While Duff & Phelps says “it may be appropriate” to extrapolate beyond the last point in the regression line, we believe that you should be cautious about extrapolating too far beyond that last point because you may be going into untested territory. Often we deal with smaller companies by adjusting for the company-specific risk component in either the modified CAPM or the build-up model. That adjustment is based on judgment. This is as opposed to going beyond the last point in the regression line. If you do extrapolate beyond the regression line, we also agree that you should compare it to your results using a company-specific risk adjustment. the Build-Up model, combined market and size risk, and industry risk Premiums

Question: Is it correct to apply an industry risk premium to a build-up model when using the Duff & Phelps Risk Premium Report data from the A exhibits where the equity risk premium and the size premium are combined? Answer: This is not recommended. If you add the adjusted IRP to the combined ERP and the size premium from the Duff & Phelps A exhibits, this could result in some double counting of the beta effect. The risk premiums from the A exhibits already include a beta risk based on size, but across all industries. The preferred method would be to use the size data from the B exhibits and a separate ERP. Let’s take an example.

Assume that the appropriate size premium (risk premium in excess of the CAPM expected return) derived from exhibits B-1 through B-8 for the subject company is 6.0%. One can then use this size premium in conjunction with the recalculated IRP. In this example we will assume a normalized risk-free rate and the Duff & Phelps recommended ERP of 5.0%, and the appropriate SIC code and recalculated IRP.6 Risk-free rate Plus: ERP estimate Plus: IRP adjusted Plus: Size premium Indicated cost of equity capital (before consideration of RPc, if any)

4.00% 5.00% 1.35% 6.00%


This use of the IRP and the B exhibits eliminates any double counting of beta risk that might be included in the risk premiums in exhibits A-1 through A-8. 4 5 6

Duff & Phelps 2015 Valuation Handbook – Guide to Cost of Capital (Hoboken, NJ: John Wiley & Sons), pp. 9-10. Ibid., Exhibit 10.3, “Size Characteristics of the Companies that Comprise Portfolio 25, by Percentile,” p. 10-7. The IRP is based on a CAPM-type formula that is sensitive to the ERP that is used, whether the CRSP historical ERP, the CRSP supply-side ERP, or the Duff & Phelps recommended ERP. These three types of IRPs are also calculated and presented in Exhibit 5.7 of the 2015 Valuation Handbook – Guide to Cost of Capital.


a cOnSEnSuS VIEw Q&a Guide to Financial Valuation - Selected Excerpts chapter 3 Discounts and Premiums HIT HITCHNER CHNER r PRATT PRATT r FISHMAN

minority cash flows = control cash flows Question: What if the cash flows need no adjustment (i.e., minority and control cash flows are the same)? Is the value the same for minority and control? A CONSENSUS VIEW Q&A Q &A Guide tto o FFina Financial inancial Valu Valuation V aluation

“Three of the industry’s foremost experts in valuation address some of the most common challenges faced by valuation analysts. This first edition provides a fantastic ‘one stop shop’ for analysts of any experience level to find the answers to some of our most frequently asked questions.” — CaRoL CaRdEN, CPa/aBV, asa, CfE Principal, PYa Chair, aiCPa forensic/Valuation services Executive Committee Knoxville, TN “Not afraid to tackle the tough questions and set forth pragmatic and thoughtful opinions on high-impact issues, the Q&a Guide is a must for every valuation professional’s library.” — NEiL J. BEaToN, CPa/aBV/Cff, asa, Cfa Managing director, alvarez & Marsal Valuation services seattle, wa

Answer: Yes, assuming that the control owner(s) are expected to continue running the company to the benefit of all the owners regardless of the size of the holding. However, when valuing businesses into perpetuity, there is always some risk that the policy of running the business to the equal benefit of all investors could change in the future. As such, when valuing a minority interest, some analysts will apply a small discount to the value to reflect this risk, often by increasing the discount rate.

This addresses the issue of discount for lack of control/minority interest. It does not account for the marketability differences between a controlling interest and a minority interest. So while there may not be any adjustment for control, there may still be adjustment for their respective lack of marketability. mergerstat control Premium industry concentration

Question: Is there any industry concentration in the Mergerstat Review control premium information?

Answer: Yes. There is a high level of industry concentration. From 2008 to 2012, over 40% of the transactions occur in five industries (out of 50 industries total).7 The five industries are: 1. Banking and Finance 2. Brokerage, Investment and Management Consulting 3. Computer Software, Supplies and Services 4. Drugs, Medical Supplies and Equipment 5. Miscellaneous Services

Only 10% of the identified industry groups generated over 40% of the transactions. Analysts who rely on the average control premiums for transactions in all industries are overweighting their reliance on a handful of industries that are likely dissimilar to the subject company. Analysts should reconsider the supportability of relying on high-level averages of all the data.



Mergerstat Review, 2013, Factset Mergerstat, LLC, Newark, New Jersey, p. 81.

a cOnSEnSuS VIEw Q&a Guide to Financial Valuation - Selected Excerpts chapter 4 Business Valuation standards and ethics asa calculations and compliance with UsPaP Question: Can a member of the American Society of Appraisers perform a calculation engagement in compliance with the Uniform Standards of Professional Appraisal Practice? Answer: Yes, a member of the American Society of Appraisers (ASA) can perform a calculation engagement in compliance with the Uniform Standards of Professional Appraisal Practice (USPAP). The article, “The Question of Calculations and USPAP – Another Round,” written by Carla Glass, CFA, FASA, deals with this issue concisely.8

A calculation engagement can be performed in compliance with USPAP. In USPAP terms, it is simply called an appraisal with a lesser scope of work. The most important differences are that, under USPAP, the reduced scope of work must be appropriate for the intended use (purpose) of the assignment and the responsibility for this decision rests with the appraiser. A calculation report can, with relatively few changes, be made compliant with USPAP.

reporting exemptions for the asa and UsPaP

Question: Do ASA and USPAP allow a reporting exemption in dispute matters like the standards of the AICPA, NACVA, and the IBA?

Answer: No. While AICPA, NACVA, and the IBA allow a reporting exemption for valuation/appraisal practice and services within dispute engagements, the ASA and USPAP have no such exemption. They are silent on this issue. As such, ASA/USPAP-compliant reports are required to be in compliance with their reporting standards when performing an appraisal as an appraiser. Obviously, this assumes you are a member of the ASA, which requires its members to follow USPAP. This is an area that has caused some tension, especially between attorneys and ASA appraisers. While some attorneys request written reports in litigation, some attorneys do not want a written report. What we have seen in practice is that some appraisers choose to simply ignore the report requirement because they want the engagement. However both ASA BV Standards and USPAP do allow the appraiser to provide oral reports. Under some circumstances that may alleviate the perception that causes the tension referenced above. USPAP Standards Rule 10-4 is helpful here: To the extent that it is both possible and appropriate, an oral appraisal report for an interest in a business enterprise or intangible asset must address the substantive matters set forth in Standards Rule 10-2(a).559

The critical language here is “To the extent that it is both possible and appropriate.” This gives the analyst great flexibility in delivering an oral report. c 8


Carla Glass, CFA, FASA, “The Question of Calculations and USPAP – Another Round,” Financial Valuation and Litigation Expert, Issue 47, February/March 2014, Valuation Products and Services, LLC, pp. 7-10. Note: These are Carla Glass’s personal views and are not the official position of any firm, board, society, or foundation. Uniform Standards of Professional Appraisal Practice, 2016/2017 edition, The Appraisal Standards Board, The Appraisal Foundation, p. 71.


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New Members CPA Members Camille Claassen SC Kats, Inc. Hutchinson, KS

LeAnn E. Stuever Swindoll, Janzen, Hawk & Loyd, LLC Wichita, KS

Alicia L. Harp Lee & Company Certified Public Accountants LLC Garden City, KS

Thi Le Gia Tra CliftonLarsonAllen Overland Park, Ks

Joel W. Kesler Johnson County Department of Health and Environment Olathe, KS

Marjorie L. Williams Sink, Gordon & Associates, LLP Manhattan, KS

Jessica L. Kinsinger K•Coe Isom Wichita, KS

Michael D. Young FHLBank Topeka Topeka, KS

Heather Love Koch Industries, Inc. Wichita, KS

Affiliate members Matthew P. Kloos Mize Houser & Company P.A. Topeka, KS


Got News 30

Isabelle Williams Mize Houser & Company P.A. Overland Park, KS


Member news Emily Baird Promoted to Supervisor Emily Baird was promoted to Supervisor at MarksNelson LLC. Baird joined the firm in December 2013.

Vicki Caywood Named Award Finalist Vicki Caywood, senior compliance analyst at Hutchinson Regional Medical Center, is a finalist for the Health Care Worker of the Year Award from the Kansas Hospital Association. She joined Hutchinson Hospital in 1990.

Kris Culliton Named Board Chair Kris Culliton, CPA, CGMA, has been named Chair of the 2016-2017 Foundation of Accounting & Financial Women's Alliance (AFWA) Board of Directors. She has been a member of the AFWA since 1996 and has served on the Wichita Chapter Board as Vice President, Secretary and Director of the Newsletter/Website. At the national level, Culliton began serving on the Foundation Board in 2011, serving as Chair-Elect, Vice-Chair, Treasurer and Director. Culliton is the Controller at Cigar Chateau and Jacob Liquor Exchange in Wichita.

Erin Hanavan Promoted to Mananger Erin Hanavan was promoted to Manager at MarksNelson LLC. Hanavan joined the firm more than eight years ago.

Michael Herber Promoted to Manager Michael Herber was promoted to Manager at MarksNelson LLC. Herber joined the firm six years ago.

Diane Lee Named Board Chair Diane Lee, CPA, CSEP, was elected to a one-year term as chair of Blue Cross and Blue Shield of Kansas Board of Directors. Lee is a Principal with Swindoll, Janzen, Hawk & Loyd, LLC in Hutchinson.

Gerald Ostapko Promoted to Mananger Gerald Ostapko was promoted to Manager at MarksNelson LLC. Ostapko has more than eight years of experience, with nearly four at MarksNelson.

John Trowbridge Joins Sunflower Bank John Trowbridge joined Sunflower Bank as Senior Vice President, Commerical Relationship Manager. Trowbridge has over 30 years of experience as a CPA.


Member news BKD Sky Program & Wichita Habitat for Humanity's Women Build Break Down Gender Barriers, Provide Home for Family Seventeen women from BKD will be drilling, hammering and hoisting as they help build a house alongside a family at Wichita Habitat for Humanity’s Women Build 2016 on September 16. They are doing it for Misha and Manuel, who need a safe home for Misha’s three boys under age 15. Currently, the family’s rental house sits behind an apartment complex considered a “crime hotspot” because of violence and drug trafficking. BKD Director Jenifer Hitschmann says she and her co-workers are thrilled to be helping Wichita Habitat for Humanity. By sponsoring the Women’s Power Lunch, as well as working on site at the Women Build, the BKD women’s efforts dovetail with the BKD SKY Women’s Initiative, a program through which the firm seeks to emphasize and strengthen diversity. The goal of the SKY initiative is to identify and remove barriers and biases that prevent women employees from maximizing their potential. “Our firm’s SKY program is about ‘leveling the playing field for women,’” says Hitschmann, who serves as a BKD SKY champion. “What better way for us to emphasize this than by leveling the playing field for Misha to allow her an opportunity to provide a better living environment and life for her children.” Habitat for Humanity International initially launched the Women Build program to break the barrier for women in construction, explains Ann Fox, Executive Director of Wichita Habitat. “When mixed groups build, it is natural to defer tasks to the most experienced person, usually a man,” Fox says. “When only women are on a job site, someone must step up to hang the drywall, or operate a power tool, or install a window. Women experience a real sense of empowerment in learning these skills, and often come away exhilarated by the experience.” Thanks to local businesses like BKD, the family should be in their home by November. “It’s going to be amazing,” Misha says about the opportunity to own a home. “We’re going to feel a lot safer. To be able to call a home our own and not have to rent anymore. That’s a blessing.”


Member news KSCPA Members Selected As Emerging Leaders Darren Anderson, CPA, Swindoll, Janzen, Hawk & Loyd, LLC and Brett Wasinger, JD, CPA, Bever Dye LC, Attorneys at Law, have been selected for the Wichita Business Journal's Emerging Leaders class. They will take part in a year-long program that includes roundtable discussions, panel discussions, mixers, events and a class at the Kansas Leadership Center. The goal of the program is to create a new generation of leaders for Wichita.

Adams, Brown, Beran & Ball, Chartered Merger announced Adams, Brown, Beran & Ball, Chartered (ABBB), announced its merger with the accounting firm of Grossardt and Gilbert LLC. Don Grossardt, CPA and Bob Gilbert, CPA, founded the firm in 1996. Located in Hutchinson, the firm was recognized as a locally owned accounting firm. Both Grossardt and Gilbert joined the ABBB team September 1, 2016. The merged practices will retain the name Adams, Brown, Beran & Ball, Chartered and will be in the current ABBB facility at 1701 Landon in Hutchinson.



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Vice President of Finance


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Campus Reps Wanted Academia trusts the Wiley books to seek your accounting degree, trust Wiley CPAexcel to assist in studying for your CPA exams… just makes sense. Campus Rep to begin service Fall of 2016 and to serve, for at minimum, until Spring 2017. In return for service CR will receive immediate access to Wiley CPAexcel Gold package – no expiration date. As a Campus Rep, your goal, with the assistance and guidance of your Regional Director, is to make sure that all your campus accounting students know about Wiley CPAexcel CPA Review and CMAexcel CMA Review Courses. Contact Melissa Cruz at for more information.


The Position: Tabor College invites applications and nominations for the position of Vice President of Finance. The Vice President of Finance is responsible for the management and conduct of the business and financial affairs of the College. He or she reports directly to the President of the college, serves on the Executive Team, and functions as the Chief Financial Officer of the college. For a more detailed job description go to: about/employment/ The Institution: Tabor College is a four-year Christian liberal arts college located in Hillsboro, KS with an extension site in Wichita, KS, which is home to the School of Adult and Graduate Studies. The mission of Tabor College is “to prepare people for a life of learning, work, and service for Christ and His kingdom.” Tabor’s vision is “to be the college of choice for those who want an academically excellent, life transforming, globally relevant, and decidedly Christian education.” Qualifications: The ideal candidate will possess the following characteristics relative to leadership, financial management, business, theological commitment, and experience. Application Process: Send a cover letter detailing your experience as it matches the position criteria above and a current vita to Ruth Funk, VP of Finance Search, Tabor College, 400 S. Jefferson, Hillsboro, KS 67063, or email to


Rental Space and Services with Our CPA Firm We have 2 offices and 1 cubicle available for sublease. One office is 12'x14' with a wall of windows. The other office is directly across the hall and is 8.5'x10'. Use of receptionist available and office equipment is available and negotiable. Contact Gerald Bud Harvey,, for more information.

BOAN, CONNEALY & HOULEHAN LLC Looking for a good CPA for Overland Park Firm

Tax Manager At Meridian Business Services, LLC, we believe in our people and their ability to foster growth within our company. We also believe happy, committed employees actuate the changes needed to stay competitive. Our environment promotes camaraderie and celebrates personal achievement with career paths leading to partnership. For twelve years, we have created an amazing place to work, where people are engaged deeply in what they do and achieve. ESSENTIAL POSITION PURPOSE The Tax Manager is responsible for the direction of engagements and/or projects and the proper performance of fieldwork, while beginning to establish a more personal and direct working relationship with clients and reporting progress to partners. This position is responsible for overseeing the tax process and staff. The ideal candidate will be a team player who has a desire to expand their accounting knowledge. EDUCATION • Bachelor’s degree in Accounting, as well as 3-5 years of experience in a public accounting firm • CPA or current CPA candidate, required DESIRED SKILLS AND EXPERIENCE • Strong management skills • Self-driven, demonstrates initiative and the ability to multitask and adapt to changing priorities • Ability to positively and proactively manage multiple tasks under tight deadlines and thrive in a fast-paced, dynamic environment • Excellent interpersonal and oral communication skills • Advanced knowledge of Microsoft Office • High-level analytical and reasoning skills • Dedicated to developing and enhancing a team environment • Knowledge of Drake and Proseries • Experience in Tax research PHYSICAL REQUIREMENTS Controlled office environment requiring frequent talking; average ability to continuously hear; continuous average visual acuity for preparing or inspecting documents; frequent repetitive motion required using the wrists, hands, and fingers; sitting most of the time, exerting up to 10 lbs. of force occasionally.

Growing Overland Park CPA firm is looking for a CPA to join our team on a full-time basis. We are a full service CPA firm, performing audits, financial statement preparation, tax preparation and other accounting and consulting services for local businesses and individuals. We are looking for a career minded person with a minimum of two to three years of accounting experience or equivalent. Candidates should possess a strong attention to detail and are sensitive to deadlines. Rate of pay will be dependent on experience and skills. If desired, a flexible working schedule may be considered. Contact for more information.


Growing Lawrence, KS CPA firm is seeking full time licensed CPA with 3-5 years experience. Ideal candidate will have experience in financial statement preparation, payroll tax, individual and business tax preparation and Quickbooks. This position offers growth potential and flexible hours. Position offers competitive salary and benefits. Contact Sandy Miller,, for more information.


Paying Top Dollar for CPA Firm Looking to purchase CPA firm in the Johnson County, KS metro area. Will work with seller to ensure your clients receive the best customer service possible throughout the transition., Taking over an existing building lease is a possibility, but not mandatory,. $50k to $200k range annual billing. Conact Suzanne Bartling, CPA,, for more information.

Submit your resume to: humanresources@meridianbusiness. com 37


Associate Director of Member Engagement This position offers a flexible schedule and the potential to work from home. Role Description Creating and maintaining meaningful and ongoing engagement with and amongst members is vital to the success of the KSCPA. The Associate Director of Member Engagement is a key position to achieving this success. Under the direction of the CEO, the Associate Director of Member Engagement is responsible for effectively implementing and executing the member engagement initiative with an emphasis on membership development as it relates to retention, recruitment, communication, building relationships and small communities, member satisfaction and project management. This position will develop and implement strategies to engage, retain, recruit and impact KSCPA members; deepen member involvement and provide support with consistency in innovative, quality programs; this individual participates in outreach to universities, firms and organizations. This position manages the publications of the KSCPA which includes developing and implementing an editorial calendar as well as writing and soliciting content. This position also works with others on the marketing strategies for all programs and develops the promotional materials. For more information, visit



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Skyscapes August/September 2016  

The newsletter of the Kansas Society of CPAs.

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