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How to Maximize Profit as a Car Dealership, with Max Zanan, MZ Dealer Services and Author of the Perfect Dealership Series

February 14, 2023 by John Ray

Max Zanan
How to Sell a Business
How to Maximize Profit as a Car Dealership, with Max Zanan, MZ Dealer Services and Author of the Perfect Dealership Series
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Max Zanan

How to Maximize Profit as a Car Dealership, with Max Zanan, MZ Dealer Services and Author of the Perfect Dealership Series (How To Sell a Business Podcast, Episode 11)

Max Zanan, owner of MZ Dealer Services and author of Perfect Dealership, a four book series dedicated to helping car dealership owners adapt and thrive in their business, joined host Ed Mysogland. They discussed the industry as a whole, how dealers make their money, where the profit actually is, why dealerships are not likely to stay in the owner’s family, the role of the service department, how to keep qualified employees or train them, why buying a car takes so long, and much more.

How To Sell a Business Podcast is produced and broadcast by the North Fulton Studio of Business RadioX® in Atlanta.

MZ Dealer Services

Max Zanan is an automotive industry leader offering a comprehensive automotive consulting service for car dealers nationwide. His goal is to improve customer experience and retention while increasing dealership’s profits.

Contact Max today to build a better dealership including automotive compliance, F&I optimization, sales strategy, and more. He welcomes phone calls at  917-903-0312.

Website | Facebook| YouTube

Perfect Dealership Books by Max Zanan

Remember travel agencies? They were a thriving business not so long ago. Then online services transformed the industry, and brick-and-mortar travel agencies died—and died quickly.

Today, traditional car dealerships are facing much the same threat. Innovative and convenient digital startups and services threaten to disrupt the traditional car-sale process, egged on by consumers who aren’t happy with the existing sales process. If car dealerships don’t adapt, they too will face an industry-wide extinction.

Perfect Dealership offers help and hope for dealerships struggling to adapt to this digital-based paradigm shift. Consultant Max Zanan applies fifteen years of automotive-industry experience to the future of the car dealership. Arguing that dealerships must make significant changes if they are to survive the coming storm, Zanan takes a close look at every department within the business, including

    • human resources,
    • business development centers,
    • information technology,
    • parts and service, and
    • finance and insurance.

By improving the role of each department and transforming them from individual echelons into a cohesive whole, Zanan offers a road map for the creation of a perfect dealership—the only way to remain relevant and solvent in the digital age.

Find all of Max’s books here: Perfect Dealership

Max Zanan, Owner, MZ Dealer Services, and Author of the Perfect Dealership Series

Max Zanan, Owner, MZ Dealer Services, and Author of the “Perfect Dealership” Series

Max Zanan is the author of four best-selling books on automotive retail management: Perfect Dealership, Car Business 101, The Art and Science of Running a Car Dealership, and Effective Car Dealer. Each book is a top-ranked Amazon category leader and have received many 5-star reviews from prominent car dealership owners and managers. Max’s success as an author, general manager and entrepreneur has helped to cement his position as a preeminent voice leading the charge for modernization of the auto retail industry.

Max Zanan is a seasoned automotive industry expert with 20 years of experience in sales, F&I, compliance, and dealership management consulting. His goal is to help car dealers improve profitability while increasing customer satisfaction and retention. Zanan is a thought leader, organizer of the Perfect Dealership Conference, keynote speaker, and frequently quoted in trade publications such as Automotive News, Fixed Ops Journal, and Auto Dealer Today.

LinkedIn

Ed Mysogland, Host of How To Sell a Business Podcast

Ed Mysogland, Host of “How To Sell a Business”

The How To Sell a Business Podcast combines 30 years of exit planning, valuation, and exit execution working with business owners. Ed Mysogland has a mission and vision to help business owners understand the value of their business and what makes it salable. Most of the small business owner’s net worth is locked in the company; to unlock it, a business owner has to sell it. Unfortunately, the odds are against business owners that they won’t be able to sell their companies because they don’t know what creates a saleable asset.

Ed interviews battle-tested experts who help business owners prepare, build, preserve, and one-day transfer value with the sale of the business for maximum value.

How To Sell a Business Podcast is produced virtually from the North Fulton studio of Business RadioX® in Alpharetta.  The show can be found on all the major podcast apps and a full archive can be found here.

Ed is the Managing Partner of Indiana Business Advisors. He guides the development of the organization, its knowledge strategy, and the IBA initiative, which is to continue to be Indiana’s premier business brokerage by bringing investment-banker-caliber of transactional advisory services to small and mid-sized businesses. Over the last 29 years, Ed has been appraising and providing pre-sale consulting services for small and medium-size privately-held businesses as part of the brokerage process. He has worked with entrepreneurs of every pedigree and offers a unique insight into consulting with them toward a successful outcome.

Connect with Ed: LinkedIn | Twitter | Facebook

TRANSCRIPT

Intro: [00:00:00] Business owners likely will have only one shot to sell a business. Most don’t understand what drives value and how buyers look at a business. Until now. Welcome to the How to Sell a Business podcast where every week we talk to the subject matter experts, advisors and those around the deal table about how to sell at maximum value. Every business will go to sell one day. It’s only a matter of when. We’re glad you’re here. The podcast starts now.

Ed Mysogland: [00:00:36] On today’s show, I get the opportunity to interview Max Zanan. Max is the author of four bestselling books on automotive retail management, and they’re entitled Perfect Dealership, Car Business 101, The Art and Science of Running a Car Dealership, and Effective Car Dealer. Each book — and I did this in my — reviewed them in my research for this interview. Each book has plenty of stars right next to it. So each book is a top-rated Amazon category leader and certainly has received many five-star reviews from prominent dealership owners and managers.

Max’s success as an author, general manager, and entrepreneur has helped position himself as the premier preeminent voice of leading the charge for modernization of the auto retail industry. He has 20 years of experience in sales, compliance, dealer management, consulting. And everywhere I looked, his name kept popping up. So I hope you enjoy my conversation with Max Zanan.

I’m your host, Ed Mysogland. And on this podcast, I interview buyers, sellers, dealmakers and other professional advisors on what creates value in a business and then how that business can be effectively sold at a premium value. So as I — in the introduction, you heard me talk about Max. And Max Zanan of MZ Dealer Services is literally the authority on automobile dealerships. I looked high and low for my research, during my research, and he is just that guy. And so I’m so grateful to introduce to you Max Zanan. So welcome to the show.

Max Zanan: [00:02:34] I mean, Ed, thank you for this wonderful introduction and the opportunity to be part of your podcast.

Ed Mysogland: [00:02:41] Well, I’ll tell you, I’ve been looking forward to this because it’s a different animal. And like I said in my research and all the things that, all the different pieces that go into making a successful dealership, there’s a lot going on there. But before we get into my questions, can you talk a little bit about MZ Sealer Services?

Max Zanan: [00:03:07] So MZ Dealer Services is me. There’s nobody else.

Ed Mysogland: [00:03:12] That’s the MZ part.

Max Zanan: [00:03:14] Right. There’s nobody else. Meaning literally, I do not even have an assistant.

Ed Mysogland: [00:03:19] Okay.

Max Zanan: [00:03:20] And my job is to help dealers make money. And it sounds easy, but car business is so complicated and complex that there’s a reason why a lot of dealers do not make money. So again, there are different ways where you can make money. And I tried to bring all the options to the table, so the dealer doesn’t become a one trick pony. They can maximize profit opportunities in every single department because oftentimes, dealers make a mistake, and they obsess over the sales department, right, because they’re convinced that you can sell your way out of any trouble.

But when you buy a dealership, a franchised dealership, you’re not just getting a new car department. You’re getting a used car department. You’re getting a service department. You’re getting parts department. Sometimes you get in the body shop. So unless you’re maximizing every single opportunity that you paid for, you’re literally leaving money on the table.

Ed Mysogland: [00:04:37] Yeah. Some of the research that I had found was that you look at each of those respective divisions as almost their own business within a larger business and each has their own various attributes that contribute to value. One of the things that — you know, I’ve been appraising companies for 30 years or so. And the funny thing is that everybody says business valuation, it’s both an art and science. And the funny thing was in the research, I saw the same thing about what you do. So can you talk a little bit about the art and science of what you do?

Max Zanan: [00:05:16] So the science is easy, right? Because there are certain KPIs. Right, whether it’s profit per car, number of line items on the repair order, number of hours worked per repair order, stuff like that. But the art part is the hard part, right, because you’re right, sometimes and actually most of the times, each department operates in a silo. To a degree, where there’s zero communication with other departments. And the art is actually to bring them all together and make sure that they work towards a common goal. Because the common goal is to sell cars and then to service cars and then to sell cars again. So if the sales department and the service department are in silos, you will never get that full circle.

Ed Mysogland: [00:06:20] I get it. So is it a people issue? For the art part, is it a people issue? Is it a technology issue or is it an all of the above issue?

Max Zanan: [00:06:36] You know, it’s all of the above, plus lack of professional training issue. So the problem that we have is that I don’t think you’ll ever run into a Harvard MBA at a car dealership. Car dealers fail to attract talent the way Wall Street does.

Ed Mysogland: [00:06:58] So why is that?

Max Zanan: [00:06:59] Or the way Silicon Valley does.

Ed Mysogland: [00:07:00] Yeah. Why is that?

Max Zanan: [00:07:02] Well, because people think of car dealers — you know, car dealers have a terrible reputation, right, up there with Congressman. Right?

Ed Mysogland: [00:07:10] Right.

Max Zanan: [00:07:13] So, when there is this stigma attached to the industry, nobody is growing up saying that Ed, I can’t wait to grow up and get into car sales. But let’s say Wall Street doesn’t have that stigma and you do have kids finishing school, going to college with a goal of getting into Wall Street. Whether as a trader, as a broker, as an analyst, they just want to be part of that institution.

Ed Mysogland: [00:07:47] I get it. Well, the funny thing you would think, like, isn’t it John Elway? Doesn’t he own like a portfolio of —

Max Zanan: [00:08:00] Everybody wants to be a car dealer. John Elway, you know, Mark Wahlberg. You know, everybody. I mean, Warren Buffett.

Ed Mysogland: [00:08:09] Sure. That’s what I’m getting at. So you would think that with that kind of notoriety, that it would garner attention for more people to get into it, but it doesn’t seem to be the case. Maybe it’s a best kept secret in entrepreneurship.

Max Zanan: [00:08:27] Maybe, but it works against the dealer, right, because you cannot attract talented people.

Ed Mysogland: [00:08:34] I see.

Max Zanan: [00:08:35] You don’t even get an opportunity, right? You literally get the bottom of the barrel.

Ed Mysogland: [00:08:41] So how do you offset that? I mean, yeah, that’s a big problem.

Max Zanan: [00:08:45] The only way to offset it is to grow your own talent internally.

Ed Mysogland: [00:08:49] Okay. And then that begs, how do you keep them? How do you keep them from going to the — is it all economics or is there something else that keeps the tech, keeps whoever there?

Max Zanan: [00:09:03] There is definitely something else because it’s not just money. Right. It’s the organizational culture.

Ed Mysogland: [00:09:10] Okay.

Max Zanan: [00:09:11] So, and again, I think a lot of dealerships fail at that. You know, for example, if you talk about organizational culture, the best example I can give you is probably Zappos.

Ed Mysogland: [00:09:25] Okay. Oh, sure. The shoe company. All right.

Max Zanan: [00:09:27] That’s right. I mean, there’s a reason why Amazon paid billion dollars for a shoe company. Right. It was the culture.

Ed Mysogland: [00:09:35] I see.

Max Zanan: [00:09:36] And it’s that culture that keeps the people, you know, allows you to retain talent and attract talent so you can be the highest paying dealer on the block. But if the organizational culture is terrible, people will go elsewhere and work for less money and be happy.

Ed Mysogland: [00:09:57] Yeah. Yeah. And certainly — and I’ve got a question that I found. This is a statement from CDK Global. I don’t know who CDK Global is, but it said that, and I’ll just read it. So it says, CDK said that there are a lot of assumptions made about Gen Z loosely defined as individuals born between 1997 and 2012, the need for instant gratification from simple online purchase experience to real time social media engagement. However, when it comes to buying a vehicle, CDK discovered that Gen Z seems to be more thoughtful and spend more time weighing decisions while the experience of buying new and used cars, of buying a newer used car more frustrating than any other generation. With Gen Z, the most interested in understanding all of their options. So that was 81 percent compared to Millennials of 73 percent, Gen X of 60 percent, and Baby Boomers 45 percent. The need for education, both online and from knowledgeable representative at the dealership proves to be critical according to the study.

So that, my point to you is it’s exactly what you were saying regarding employees and the people that are representing the dealership that the expectation of those that are now buying it has to be a better experience. And those people have to be able to have the education and communication. Right or no?

Max Zanan: [00:11:35] You know, to me, the most frustrating part about the statement is the fact that CDK Global made it. Right. I don’t think they have any place to make that statement because CDK Global makes an operating system that dealers use.

Ed Mysogland: [00:11:52] Well, then that makes sense.

Max Zanan: [00:11:54] So I don’t know how much CDK Global knows about car buying, car selling or the demographics of buyers. But to be honest with you, this is what they say about every generation. I mean, if you look back, I mean, they were saying the same thing about Millennials, that Millennials are different. I’m a Generation X, right, the best generation.

Ed Mysogland: [00:12:13] Yeah, it is.

Max Zanan: [00:12:15] Yeah. And everybody was saying, oh, my God, you know, Millennials, everything’s going to change. They will not be buying cars. They will be using rideshare. They’ll be Uber, this, lifting that. But at the end of the day, this is what happens in the real world. You become an adult, regardless of your generation. And as an adult, you know what happens? You move to suburbs. You know what happens in suburbs? You can’t live there with Uber. You need a car. You become an adult, you get married. You become an adult, you have kids. Right. You can use rideshare if you got to take your kid to the soccer practice. Right. So at the end of the day, you become like the generation before you and you buy cars exactly the same way as the generation before you.

Ed Mysogland: [00:13:08] And it’s such a great point. And you’re exactly right. And I didn’t think of it until you said it. But the same thing, the same concerns that I have put in my kids in cars and such are the same ones certainly my parents had, and your parents had.

Max Zanan: [00:13:25] That’s it.

Ed Mysogland: [00:13:27] So, as you know, I mean earnings drive business value. In reviewing the comments about all four of your books, it was a repeated theme that your tips led to increased profitability. Do you have any favorites that you could share without selling out?

Max Zanan: [00:13:50] Listen, the beauty of this business is there’s nothing I can trademark.

Ed Mysogland: [00:13:57] I get you.

Max Zanan: [00:13:57] The secret sauce is really understanding how every part of the business operates. And I’ll give you the easiest example. For example, when you buy a car, at the end of the transaction, you’re going to go into the office where they’re going to try to sell you an extended warranty or gap insurance or tire and wheel protection. And this is the true profit center for any car dealership. That’s the finance department. So you can make money selling this product. And that’s what probably 99 percent of car dealers do. But you can probably double your profits as a dealer if you reinsure these products.

By reinsuring, I mean you open your own insurance company. And you buy a contractual liability insurance policy for each policy that you sell from the insurance company. So that’s why it’s called reinsurance. A real insurance company is reinsuring your business. And then if the premium dollars that you pay to your own insurance company exceed the claims dollars that you pay out, you will enjoy underwriting profit like any other insurance company. And the crazy part is that the underwriting profit is not taxed. That’s the beauty of insurance business as opposed to car business.

Ed Mysogland: [00:15:35] I get it. Okay.

Max Zanan: [00:15:37] So think about it. You can have, if you reserve properly for each policy that you sell, and you control your claims because you recondition your used cars before you sell them, you make sure you do the right thing by the customer. That underwriting profit is definitely there to be had. On top of it, this money, they don’t sit dormant, right? There is investment income that grows on these dollars. That’s how insurance companies make money.

Ed Mysogland: [00:16:13] Sure, sure. No, I get it.

Max Zanan: [00:16:15] And the investment income is subject to tax. But again, at capital gains rate, not an ordinary income rate. So it’s a phenomenal, phenomenal opportunity for any car dealer to build an asset outside of the dealership.

Ed Mysogland: [00:16:33] Got it.

Max Zanan: [00:16:33] Not be dependent on the factory and build generational wealth. And unfortunately, a lot of these dealers do not do it.

Ed Mysogland: [00:16:44] No, I mean, I can totally see that the synergy between the businesses that support the dealership are where the profit is, which literally blows the next question right out of the water, but I’m still going to ask it. So I’m told that in valuing a dealership, it’s made up of four components, the market value of the parts inventory, the market value of the equipment, the market value of the real estate, and then a multiple on the goodwill. Is that a fair assumption?

Max Zanan: [00:17:25] So think of it this way. You can ignore parts inventory and inventory because it just comes with the building, right? You can buy a dealership and say, you know what Ed, I’m only going to take the dealership, but you keep the parts. It doesn’t work like that, right? Yes, you can definitely put a dollar amount on the parts inventory. But at the end of the day, you still have to buy it. You can say, well, you take the parts inventory with you, I’m going to start fresh. Just doesn’t work like that.

Same thing with cars. If you’re selling, let’s say Nissan dealership to me and you have brand new Nissans on the lot. I mean, I can tell you Ed, I’m going to buy the dealership on the parts department, but you keep the cars, right? It just doesn’t work. We’re going to have to work out a number, how much I’m willing to pay for these cars, but the real crux of the issue is the blue sky. Blue sky is the value of the franchise. And the value of the franchise is something that market dictates. It’s not dictated by the dealer.

Ed Mysogland: [00:18:35] Really? So where does the market get its multiple or factor to apply to the goodwill?

Max Zanan: [00:18:46] Well, you see most corporations in America report their earnings on a quarterly basis. Of course, car dealers are different, they report every month. So this information is public. And every manufacturer, so let’s say you are a Nissan dealer or you are a Chevy dealer, doesn’t matter. When the month is over, let’s say January is over, within the first week of February, your factory expects a complete financial statement electronically sent to them. They know the profitability of –.

Ed Mysogland: [00:19:29] Of the franchise.

Max Zanan: [00:19:30] Exactly. So I think that’s how the –.

Ed Mysogland: [00:19:34] Really?

Max Zanan: [00:19:35] Gets established. But then again, listen, a lot of it is common sense. For example, I’m sure there are more KIA dealers than Porsche dealers.

Ed Mysogland: [00:19:45] Sure.

Max Zanan: [00:19:46] And you sell more KIAs, but you make less money per KIA sold as opposed to Porsche, right. You sell a few of those, but you make a lot more per car sold. And then let’s say, usually the high line brands have a higher multiple. Porsche being the highest multiple. Last time I checked, Porsche was selling for 11 multiple.

Ed Mysogland: [00:20:13] 11 times what?

Max Zanan: [00:20:15] Earnings.

Ed Mysogland: [00:20:16] Okay.

Max Zanan: [00:20:17] But these are crazy earnings.

Ed Mysogland: [00:20:19] Sure, sure. No, I get.

Max Zanan: [00:20:20] Because you see what happens with the high line dealership, whether it’s Porsche or Mercedes, not only that you get to make money selling the car, right, because it’s a desirable product and people are willing to pay for the service and the car. But let’s assume for a second that you bought that Porsche, you’re not going to Jiffy Lube for an oil change. You’re not.

Ed Mysogland: [00:20:44] Yeah, I know. You’re right.

Max Zanan: [00:20:46] So that service retention is almost guaranteed as opposed to you buying a Toyota Corolla. You can easily go to Jiffy Lube. Easily.

Ed Mysogland: [00:20:58] You’re right.

Max Zanan: [00:20:59] So that service retention is basically guaranteed and the amount of money that you are charged in a service department. I think Mercedes, Porsche dealerships right now are over $200 an hour for labor. I mean these are almost like doctors.

Ed Mysogland: [00:21:23] Right. No, no, you’re right. You’re exactly right. Oh, man. So you said, so there’s, let’s just say the Porsche dealership, you have an 11 multiple on earnings. Is that all in? Like you were talking about like the reinsurance company, is that all dumped in? All right.

Max Zanan: [00:21:46] No, reinsurance company is out. It’s almost like an off of balance sheet.

Ed Mysogland: [00:21:52] Okay. So they’ll bring their own, if they want to do it, they’ll do it themselves. But that’s independent of the value of the dealership.

Max Zanan: [00:22:01] Exactly. So basically, your net profit, right, that you generated in sales, service, and parts.

Ed Mysogland: [00:22:10] I got it. So around here, there was a recent article about — and here in Indianapolis, we’re seeing some dealerships turning over. And these were family dealerships, and it doesn’t seem — the article was basically that the next generation, or I shouldn’t say that, the selling generation did not want to invest in modernization in order to make it more marketable. So then a different dealer from a neighboring town comes in and now they have a presence in Indianapolis. So are you seeing that the generation, I guess the generation before us, that’s trying to transition would rather sell than modernize?

Max Zanan: [00:23:13] So, I’m not sure because the way it works is that their brand standards that are dictated, let’s say, by Mercedes or Nissan or Toyota and they say Ed, if you are a Toyota dealer, your showroom has to look this way. That’s why they look the same regardless of whether you’re in Indianapolis or New York. And you have to spend your hardearned money to do that. It’s not open to negotiation. These brand standards are real, and I think generation is really irrelevant, right? Because whether it’s the older generation or younger generation, you just have to do what the factory tells you to do in terms of the brand standards. I think the generation that’s older than us, the baby boomers that are selling, I think they’re selling for one reason and one reason only. They’re selling because their kids are not interested in going into the business.

Ed Mysogland: [00:24:16] But why? They must have seen mom and dad print money. I mean, especially those that have been around for 20, 30 years.

Max Zanan: [00:24:25] So, unfortunately, you know, car dealers, probably like many other business owners, they don’t tell their kids to go into the same business. Right. They tell them, go become a doctor, go and become a lawyer. You know, do whatever makes you happy, and they do. Right. And they become high school teachers making $40,000 a year because mom and dad are gazillionaires, and subsidize their lifestyle.

Ed Mysogland: [00:24:58] No. You know what? That’s a great point and disappointing. But at the same time, it is what is. So you see industry consolidation more so than transfer from Gen one to Gen two. Fair statement?

Max Zanan: [00:25:19] You know, car business is extremely fragmented. I don’t think there’s another business like that because if you look you know, I mean, look at, let’s say, Internet search business, right? It’s Google or nothing. Right? Social media, it’s Facebook, Instagram, Twitter and Snapchat. There are 18,000 franchised dealers in America. The largest auto group publicly traded, it’s called AutoNation. They have 330 dealerships, out of 18,000.

Ed Mysogland: [00:25:57] Yeah. No, no. I see where you’re going.

Max Zanan: [00:25:59] So it’s super fragmented. So when we talk about consolidation, you know, even if it consolidates another 10 percent, it still be super fragmented.

Ed Mysogland: [00:26:08] Yeah. No, that’s a great point. Like I said, in communities like ours, it seems as though one family starts buying out another family. Like it seems in our community, it’s Tom Wood. It’s now, I’m trying to think of who’s buying them out but, Andy Moore. You know, he just continues to expand his market share, I guess. And it doesn’t seem — and that leads me to my next question. I mean, are individual buyers candidates for getting into this business or do you really have to, is the pedigree you really better have a real clear understanding of what you’re getting into because all the moving parts in this business is something unlike anything you’ve been accustomed to?

Max Zanan: [00:27:01] So listen, there’s this failsafe mechanism built into the buy sell process. For example, you would like to buy a Toyota dealership. Toyota will never approve you even if you have the money, because you don’t have the experience, because the factory is not interested in having dealerships failed because it’s a bad reflection on the name.

Ed Mysogland: [00:27:28] I got it.

Max Zanan: [00:27:29] So it’s not like, well, let me just have some money and become a car dealer. There’s a very thorough approval process. And if you don’t have the experience, you would have to bring in an executive manager that would probably end up being your partner.

Ed Mysogland: [00:27:47] I got it. Yeah, that’s fascinating. While I understand, like franchises, not necessarily automobile franchises, I do understand the rigors of going through the approval process. But again, I follow what you’re saying that it needs, you know, you need to have —

Max Zanan: [00:28:08] I think the difference between a Dunkin Donuts franchise and a Nissan franchise is that you and I can become Dunkin Donuts franchisees, but we will have to attend the Dunkin Donuts University.

Ed Mysogland: [00:28:21] All right.

Max Zanan: [00:28:23] It doesn’t work like that in car business. You can buy the franchise and then go to school provided by the manufacturer.

Ed Mysogland: [00:28:32] I got it. So the book you wrote during COVID. So in the book Effective Car Dealer: Selling Cars, Parts, and Labor After COVID-19, you talk about these are the silos, the sales, finance, financial and insurance compliance, service and parts. So what — and you alluded to this earlier, but I wanted to scratch the itch a little bit more on what area makes the biggest contribution to making the business saleable. I’m assuming it’s service, but I may be wrong.

Max Zanan: [00:29:12] SoSo there’s a huge problem in car business. And the problem is this, 97 percent of owners, partners, general managers all came up through sales.

Ed Mysogland: [00:29:27] Okay.

Max Zanan: [00:29:28] They don’t understand parts and service. So since 97 percent of your owners or future owners came up through sales, to them, sales department is it. So all they want to know is how many cars you sell, how much money per car you make. They don’t really understand KPIs that are in parts and service.

Ed Mysogland: [00:29:56] Got it.

Max Zanan: [00:29:57] And yes, you’re right. You know, parts and services are extremely profitable. For example, markup on labor in a car dealership is 75 percent. Markup on parts is 50 percent. You can never get these margins selling cars, ever.

Ed Mysogland: [00:30:17] Yeah. No, I get it, which leads me to my next question. So you mentioned KPIs a couple of times. So what are the leading indicators for a car dealer or are there tripwires that an owner needs to be aware of?

Max Zanan: [00:30:39] So to me, a huge indicator is service absorption. So service absorption means that the gross profit generated from parts and service covers all of your fixed expenses. For the entire operation, not just for parts and service.

Ed Mysogland: [00:31:00] Oh, okay. That’s a telling one.

Max Zanan: [00:31:03] Right. And so, for example, if your service absorption is 100 percent, that means you cover 100 percent of your fixed expenses through parts and service. Most dealers are nowhere near 100 percent. They’re below it. But there are some dealers that are above because you can be above 100 percent. You can be 110, 120 if you are a superstar. And what that tells me, if you are 100 or above, is that it doesn’t cost anything to sell cars. Right. It doesn’t cost anything. Meaning you can actually give cars away to grab market share because all of your expenses are covered, fixed expenses by parts and service.

Ed Mysogland: [00:31:52] Got it. So as the previous generation, we touched on this, and I guess I wanted to go back on how do you size up the next leader in the business? Like, for example, say the owner is going to just ride it out. I’m going to hold on to this, you know, and I’m going to leave involuntarily. They’re going to take me out in a box. So how does — I mean, are there certain attributes that you can see in dealer leadership? Like this is a man or woman that has, you know, this is the pedigree that I’m looking for that will preserve my investment?

Max Zanan: [00:32:48] You know, I wish it was that easy.

Ed Mysogland: [00:32:50] Me too.

Max Zanan: [00:32:53] So what usually ends up happening is that you have to grow your own talent. You have to invest into education. And this education is very, very limited. It’s not like you can go to school and major in dealership management. It’s not really an option. So you have to find information elsewhere. And there are good resources out there. There’s National Association Dealer — Association of Automotive Dealers, NADA. They have a university where you can enroll your employees. And it’s not cheap, but it’s worth every dollar.

And then usually a State Dealer Association would have some other courses available to its local dealer body. And again, you have to take advantage of it because these courses are available. But if you actually go there, you will see that the attendance is really, really poor. Because, you know, car dealers, as I mentioned before, they have to report every 30 days. So they live in a 30-day cycle, which really is counterproductive. It prevents you from building a long-term strategy, building a vision.

Ed Mysogland: [00:34:21] Because of the expectations to the franchise itself. So they’re not able to — they are expected to have a certain level of profit. Right or?

Max Zanan: [00:34:33] Well, it’s either profit — it’s not in profit, but let’s say if you are a Chevy dealer, right, the factory will say, well, in the month of February, we expect you to sell this many cars. So it becomes a rat race.

Ed Mysogland: [00:34:51] So does it — when does it trigger, I don’t want to say a default, but when do you — I mean, how many missed 30-day cycles can you —

Max Zanan: [00:35:04] Many. Many

Ed Mysogland: [00:35:05] Okay. So I can say, look, you know, I’m sending my best guys to this university to get educated. But as a consequence to doing that, it’s a good long-term play, but short term, I’m going to take it on the chin because I’m sending these guys to get educated. That fair statement?

Max Zanan: [00:35:28] Yeah. But again, this is a dealership specific education. They’re not going to NADA University to learn sociology and psychology.

Ed Mysogland: [00:35:37] All right. So how do you handcuff those people that you’re investing in?

Max Zanan: [00:35:43] So I think there’s a saying, like when the CEO is speaking to the CFO. And the CFO says, you know, we’re spending all this money training people, what if they leave? And the CEO says, what if we go then they stay?

Ed Mysogland: [00:36:01] I get it. That makes sense. Have you seen any noble ways to keep people? I mean, I know originally you were talking a little bit about culture, and you can go back to it. But how do I keep my best people?

Max Zanan: [00:36:20] So the hardest people to find right now are technicians. So as the dealer principal, you have to be really creative and come up with ways to keep them.

Ed Mysogland: [00:36:34] And you were saying it’s not all economic.

Max Zanan: [00:36:37] It’s not. Exactly. So, for example, what I learned is that every technician is addicted to buying tools. That’s their livelihood. They buy tools. This is what they spend their money on. Because as cars become more and more complicated, you need more and more sophisticated tools to work on these cars.

Ed Mysogland: [00:37:00] Well, it’s funny you say that, because in — so I’ve got a fellow that is coming on the podcast that specializes in the sale of automobile repair businesses. And one of the things in that research was that the technicians bring their own tools. Is that the same in dealerships or no?

Max Zanan: [00:37:28] Yes. So there’s certain special tools that are extremely expensive and they’re owned by the dealership. But your day-to-day wrenches, et cetera, are owned by technicians. So basically when you hire a technician, he shows up with his toolbox and then he keeps spending money to put more tools in his toolbox. So one of the most innovative ways, I think, to retain a technician is to go and help them buy tools.

Ed Mysogland: [00:38:02] Nice. No, that’s a great, you know, here’s X number of dollars per month for you to keep your toolbox up to date and find —

Max Zanan: [00:38:13] Another way, which is very effective, is to really come up with a formula and say for each year of service, it doesn’t matter if you’re a technician or you work in accounting and you’re selling cars for each year of service, there’ll be a bonus of X amount of dollars. So listen, if Ed is at XYZ Toyota for 15 years, right. And the bonus is $1,000 per year, you collect $15,000 around Christmas, which I think is worth it for the dealer and definitely is worth it for you. Because even if you were to get another job, you would start at zero, right?

Ed Mysogland: [00:38:58] Right. A hundred percent. Yeah. That’s a great idea. Okay. So I’ve got a couple more questions if you got some time.

Max Zanan: [00:39:10] Sure.

Ed Mysogland: [00:39:11] So, my first question is, where is the puck going in this industry? I mean, it seems as though — you know, it’s a volatile time, but yet maybe not.

Max Zanan: [00:39:24] This is a really controversial topic because as you know, this business operates based on franchise laws and we are living in the environment where every manufacturer wants to be like Tesla. And Tesla operates outside of franchise laws.

Ed Mysogland: [00:39:54] Really? How so?

Max Zanan: [00:39:55] Tesla sells direct. Tesla was able to [inaudible]. So Tesla sells direct to consumer. And now basically what happens in every boardroom, whether it’s Ford, GM, you know, there are two factions in every boardroom. There are old dogs that understand that you cannot sell cars in the United States without dealers. And then there’s another fraction that says, but wait, look at Tesla. And then they keep pointing at Tesla’s valuations. And Tesla is valued more than every manufacturer combined on planet earth. That’s a stock valuation.

Ed Mysogland: [00:40:40] Sure, sure. I get it.

Max Zanan: [00:40:41] Right. So these factories, again, whether it’s Ford or GM, they’re trying to come up with creative ways of how to cut out a dealer and sell direct to consumer. And that’s the real danger that I see. So to answer your question, where the puck is going, hopefully these manufacturers will understand that our franchise model is more than 100 years old. It has been proven and battle tested. And it’s really, really good for the consumer.

Whereas the direct-to-consumer model is extremely complicated in the sense that the manufacturer doesn’t have expertise selling cars, they have expertise making cars. So, for example, if you want to sell direct to consumer, most consumers have trade ins. Right. Who’s going to put a dollar amount on the trade in? In the car dealership, we have a used car manager for that. But if you’re doing this as direct-to-consumer online, you know, it becomes problematic.

Ed Mysogland: [00:42:02] And this is also the collapse of Carvana. Is that how that fell apart or no?

Max Zanan: [00:42:10] Well, Carvana fell apart because the math doesn’t work. You know, math is math.

Ed Mysogland: [00:42:17] Right.

Max Zanan: [00:42:17] Right. So let’s say, you know, just to use round numbers, let’s say every used car that you sell, let’s say you make $1500 on the sale of the vehicle in a dealership. And then there’s other profit by selling warranties, you know, and stuff like that. But let’s say you didn’t sell anything in that office, you only sold the car and you made $1500 dollars. It’s a very respectable number, but that’s assuming that you have a local customer. They took the car and they drove home. Let’s say Carvana made the same $1500 dollars, but they had to ship the car to Alaska.

Ed Mysogland: [00:43:00] Oh, sure. That makes sense.

Max Zanan: [00:43:03] You know, your $1500 is gone.

Ed Mysogland: [00:43:06] Yeah, I get it. I guess then the car buying experience is always brutal and everybody wants to know why it takes four hours to buy a car. I mean is that designed to car buying fatigue and I mean —

Max Zanan: [00:43:34] You know, I’ll be honest with you, it only takes four hours because of the consumer.

Ed Mysogland: [00:43:41] Oh, really?

Max Zanan: [00:43:42] Right. Because they come in not knowing what they want. All the things that you read about them doing research, all that research is gone by the time they walk into the showroom. And they’re like, “Well, I’m looking for an SUV”. Two row, three row. They start choosing the model, go on in the test drive, you know, and then let’s say the wife says, I hate it.

Ed Mysogland: [00:44:12] I get it.

Max Zanan: [00:44:13] Okay. So we start the process all over again. So let’s say, for example, you walk into a Jeep dealership, right, and you want to buy an SUV. Jeep makes SUVs of every size, right? There’s a tiny one. There’s a Cherokee. There’s a Grand Cherokee. There’s a Grand Cherokee longer version. And then there’s a Grand Wagoneer, which is like a school bus. And now, the consumer has to make a decision. And that decision making process is extremely long.

Ed Mysogland: [00:44:46] Sure. But once they’ve established price, it seems as though, the meter starts all over again waiting for financing and waiting for the opportunity to go through that process.

Max Zanan: [00:44:58] You see, this is not so clear cut because, yes, if you walk into a dealership and we pick the car for you and we settled on the price, and you don’t have a trade in, and you have excellent credit, that financing process is instantaneous, right? You are easy to get approved on. But usually, most people have a trade in, right. So now it’s the reverse because when you have a trade in, you are selling the car to the dealer.

Ed Mysogland: [00:45:31] Sure. I get it.

Max Zanan: [00:45:32] So now you negotiate on the trade in. And then what if you have some blemishes on your credit? And maybe you were hoping to get that low APR, but you don’t qualify. So the dealer has to find a different bank. And that takes time. And then you go into that office to sign the paperwork and the finance manager has to go through his presentation and present to you every protection product that’s available for sale, because you will then turn around and sue the dealership if this product wasn’t presented.

Ed Mysogland: [00:46:10] I get it. Okay. So it really isn’t a vehicle to, you know — I mean, certainly there’s some upselling that goes on, but it’s not a tactic to wear you down so you buy more.

Max Zanan: [00:46:29] It is not. And I think every dealer would want to speed up the process.

Ed Mysogland: [00:46:34] Sure.

Max Zanan: [00:46:37] If it takes me to sell a car and the process is four hours and I’m the salesperson, I cannot take another customer for the next four hours while I’m selling the car to you.

Ed Mysogland: [00:46:46] Sure. That’s what I would have thought. I get it. So at the conclusion of every podcast, I’ve always asked everyone I’ve interviewed, what is the single best piece of advice that you could give our listeners that would have the most impact on their dealership? What would that be?

Max Zanan: [00:47:08] Make sure that all of the departments in your car dealership are operating and working towards a common goal. And you have to define that common goal. And it has to be very, very specific because you can’t say our common goal is to sell cars. Right. It’s a little too vague because every dealer’s goal is to sell cars. Yet to me, the dealer, his goal was not to sell cars.

Ed Mysogland: [00:47:35] I see.

Max Zanan: [00:47:36] Right. So you have to say, well, my goal is to sell cars because, and what is the value proposition that you are bringing in your sales department? And then after, let’s say I bought a new car from you, what is the value proposition that you bring in in your service department? Because I could have had an amazing experience buying a car. And then I come for service and experience is terrible. I will never be back to buy another client, that dealership, unfortunately. Even though the sales experience was phenomenal. That’s how interconnected these silos are.

Ed Mysogland: [00:48:19] I get it. So it’s funny you say that because I, for my youngest daughter, she has a little Hyundai Santa Fe. And I took it in for a recall. And it came out and here was four pages long of all the recommended things that we do. And I mean it was like five grand of stuff. And it was like, yeah, I felt I was getting squeezed and what do you do? And so my point to you is you’re right, it left a real bad taste in my mouth that I’m not really certain — I’m all for you making money, I’m just not all for you making money only off of me. It just — there was a lot to what they gave me. And when I vetted it out, I was getting jammed. I mean, that’s the long and the short of it.

And so yeah, but back to your original comment when we first got started, you know, the reputation of the industry is a tough one to overcome. And again, it’s things like that that cause it. So I’m with you. But to your point, the good dealerships will always sell. Those that have the value proposition that have the synergy between the silos, I’m a hundred percent with you that those are the ones that you’re looking for, and those are the ones that will get the premium, you know?

Max Zanan: [00:50:08] Yeah, exactly. And the other piece of advice that I can give, it’s a tough pill to swallow. I encourage every dealership owner to mystery shop his own business. And you can really have a heart attack doing it.

Ed Mysogland: [00:50:32] Yeah, that makes sense. So what’s the best way that listeners can find you, other than all you have to do is put Max in Google and you got the first few pages? So what’s the best way we can do that?

Max Zanan: [00:50:50] I mean, listen, as I told you before, you know, I am a one man show. And the best way to get in touch with me is just call me. I actually answer the phone. There’s no answering service. There’s no secretary. I know how to use a phone. So I actually, like, hold back.

Ed Mysogland: [00:51:10] Got it. So you kick it old school. That’s –.

Max Zanan: [00:51:13] Yeah. Yeah.

Ed Mysogland: [00:51:14] Well, I will have everything we talked about as well as a link to your website and everywhere that you can find Max. Including, if you’re all right, I’ll have your phone number in the show notes. So, Max, you a hundred percent lived up to the hype I was hoping you would. It was awesome. I so enjoyed our time together.

Max Zanan: [00:51:42] Thank you. Thank you.

Ed Mysogland: [00:51:43] So thanks so much for being on.

Outro: [00:51:46] Thank you for joining us today on How To Sell Your Business podcast. If you want more episodes packed with strategies to help sell your business for the maximum value, visit howtosellabusinesspodcast.com for tips and best practices to make your exit life changing. Better yet, subscribe now so you never miss future episodes. This program is copyrighted by Myso Inc. All rights reserved.

 

 

Tagged With: auto retail industry, automobile dealer, Business Owners, Car Business 101, dealer management, Ed Mysogland, Effective Car Dealer, entreprenuers, How to Sell a Business, How to Sell a Business Podcast, Max Zanan, Perfect Dealership, pricing, reinsurance, selling a business, The Art and Science of Running a Car Dealership, valuation, value

Decision Vision Episode 22: Should I Set Up a Captive Insurance Company?, An Interview with Matthew Queen, Venture Captive Management

July 4, 2019 by John Ray

Decision Vision
Decision Vision
Decision Vision Episode 22: Should I Set Up a Captive Insurance Company?, An Interview with Matthew Queen, Venture Captive Management
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“Decision Vision” Host Mike Blake and Matthew Queen

Should I Set Up a Captive Insurance Company?

What is a captive insurance company? How can I use a captive insurance company both to manage my risks and control the cost of insuring those risks? In a conversation with “Decision Vision” host Michael Blake, Matthew Queen of Venture Captive Management answers these questions and much more.

Matthew Queen, Venture Captive Management

Matthew Queen, Venture Captive Management

Matthew Queen is the Chief Compliance Officer and General Counsel for Venture Capital Management. Venture Captive Management provides turnkey alternative risk financing services for middle market companies seeking greater control and profit in their risk funding solutions. The firm is a boutique provider of underwriting, accounting, claims management, and risk management. Solutions offered by VCM include the establishment and operation of single parent captives, group captives, association captives, risk retention groups, and managing general agencies. VCM manages insurance companies with three guiding principles: to provide asset protection for the beneficial owner, to control the process, and to provide profit to the beneficial owners. The captive is first and foremost designed to capture the underwriting profit that would normally stay with the standard commercial carrier under traditional insurance coverage.

Michael Blake, Brady Ware & Company

Mike Blake, Host of “Decision Vision”

Michael Blake is Host of the “Decision Vision” podcast series and a Director of Brady Ware & Company. Mike specializes in the valuation of intellectual property-driven firms, such as software firms, aerospace firms and professional services firms, most frequently in the capacity as a transaction advisor, helping clients obtain great outcomes from complex transaction opportunities. He is also a specialist in the appraisal of intellectual properties as stand-alone assets, such as software, trade secrets, and patents.

Mike has been a full-time business appraiser for 13 years with public accounting firms, boutique business appraisal firms, and an owner of his own firm. Prior to that, he spent 8 years in venture capital and investment banking, including transactions in the U.S., Israel, Russia, Ukraine, and Belarus.

Brady Ware & Company

Brady Ware & Company is a regional full-service accounting and advisory firm which helps businesses and entrepreneurs make visions a reality. Brady Ware services clients nationally from its offices in Alpharetta, GA; Columbus and Dayton, OH; and Richmond, IN. The firm is growth minded, committed to the regions in which they operate, and most importantly, they make significant investments in their people and service offerings to meet the changing financial needs of those they are privileged to serve. The firm is dedicated to providing results that make a difference for its clients.

Decision Vision Podcast Series

“Decision Vision” is a podcast covering topics and issues facing small business owners and connecting them with solutions from leading experts. This series is presented by Brady Ware & Company. If you are a decision maker for a small business, we’d love to hear from you. Contact us at decisionvision@bradyware.com and make sure to listen to every Thursday to the “Decision Vision” podcast. Past episodes of “Decision Vision” can be found here. “Decision Vision” is produced and broadcast by the North Fulton studio of Business RadioX®.

Visit Brady Ware & Company on social media:

LinkedIn:  https://www.linkedin.com/company/brady-ware/

Facebook: https://www.facebook.com/bradywareCPAs/

Twitter: https://twitter.com/BradyWare

Instagram: https://www.instagram.com/bradywarecompany/

Show Transcript

Intro: [00:00:05] Welcome to Decision Vision, a podcast series focusing on critical business decisions, brought to you by Brady Ware & Company. Brady Ware is a regional, full-service, accounting and advisory firm that helps businesses and entrepreneurs make visions a reality.

Michael Blake: [00:00:23] And welcome to Decision Vision, a podcast giving you, the listener, clear vision to make great decisions. In each episode, we discuss the process of decision making on a different topic. But rather making specific recommendations because everyone’s circumstances are different, we talk to subject matter experts about how they would recommend thinking about that decision.

Michael Blake: [00:00:42] My name is Mike Blake, and I am your host for today’s program. I’m a director at Brady Ware & Company, a full-service accounting firm based in Dayton, Ohio, with offices in Dayton; Columbus, Ohio; Richmond, Indiana; and Alpharetta, Georgia which is where we are recording today. Brady Ware is sponsoring this podcast. If you like this podcast, please subscribe on your favorite podcast aggregator, and please also consider leaving a review of the podcast as well.

Michael Blake: [00:01:07] And today’s topic is a topic about captive insurance companies, and should you have your own captive insurance program? And I’ve only started to run into this about five years ago when I worked for another accounting firm, and we happened to have a partner that kind of specialized in captives. And I didn’t really realize that if you want to, you can start your own insurance company. Now, it’s not as easy as doing that. It’s not like you just sort of go on Amazon.com, and click buy that insurance company, and you get started. It is a fairly complex process. And we’ve got an expert to talk about that today.

Michael Blake: [00:01:46] But it is under the right circumstances, something that companies, high-net worth individuals and investors may want to consider. It is complex. It certainly kind of goes up and down in terms of reputation. There are accounting firms and law firms that specialize in captive insurance programs. There are accounting firms and law firms that will not touch them with a 10-foot pole. So, you sort of see the gamut. And I think that’s what makes the — one of the things that makes this topic so interesting is because it’s hard to find folks that know what they’re talking about and are willing to talk about it.

Michael Blake: [00:02:30] So, with that, I’d like to introduce Matthew Queen, who is Chief Compliance Officer and General Counsel for a company called Venture Captive Management. He is responsible for regulatory compliance, program development, and claims management for captive insurance companies and risk retention groups. Prior to joining Venture Captive Management, Matthew developed his knowledge base by defending multinational corporations and state, federal and administrative courts, and provided state and local tax minimization strategies for Fortune 500 companies as a tax accountant at big four consulting firm. Matthew holds an undergraduate degree in business management from the Georgia Institute of Technology, a school that I flunked out of as a PhD candidate, and Advanced Degrees in Law and taxation from Georgia State University.

Michael Blake: [00:03:19] Venture Captive Management provides turnkey alternative risk financing services for middle market companies seeking greater control and profit in their risk funding solutions. The firm is a boutique provider of underwriting, accounting, claims management, and risk management. Solutions offered by Venture Captive Management include the establishment and operation of single parent captives, group captives, association captives, risk retention groups, and managing general agencies.

Michael Blake: [00:03:46] Venture Captive Management manages insurance companies with three guiding principles: to provide asset protection for the beneficial owner, to control the process, and to provide profit to the beneficial owners. The captive is first and foremost designed to capture the underwriting profit that would normally stay with a standard commercial carrier under traditional insurance coverage. Matthew, welcome to the program. Thanks for coming on.

Matthew Queen: [00:04:09] Thank you for having me.

Michael Blake: [00:04:11] So, as I like to do with many of my podcasts, I like to start with the vocabulary lesson because we can very quickly get into terms of art, and acronyms, and jargon that will lose the listener. So, let’s start with the basics. What is insurance, and where do captives fit within the insurance universe?

Matthew Queen: [00:04:34] Thank you very much, Captive insurance is really not as complicated as you think. So, you’ve got your checking and your savings account. Generally speaking, you want to spend the money in your checking account relatively soon. The savings account, you keep over here just in case. While the money put into your savings account is no different the money put into a captive insurance company, except, now, by funding our captive, we get a huge tax deduction for the premiums that we put in there.

Matthew Queen: [00:04:58] So, at its basic level, all I’m really doing is helping people to fund for risk. Now, the risks that you look at in a worker’s compensation, you’ve got health care benefits you’re providing for your employees, general, professional liability, those are all just various risks that you can fund with either traditional insurance where you pay premiums over to AIG, let’s say, or you can form your own captive and take all or a part of that risk. So, at the end of the day, it’s just a very tax-efficient way providing for risk management.

Matthew Queen: [00:05:30] So, one of the things that really is fun about what I do is that captive insurance exists at the frontier of insurance. Now, back when I was in my traditional defense, I never really got to go to the frontier. So, you get a case. Ssome plaintiff’s attorney is trying to beat you up for support, sort of, a slip and fall. You may find an exotic case that helps you win the case in some sort of a novel way but at no point are you going to the frontier of legal thought. That is not the case with captives because captives are, in a way, the zenith of risk financing. So, you’re taking on board underwriting, accounting. And even there within accounting, it’s not just gap. You need to have some knowledge of statutory accounting. You got to understand the claims process. You’ve got to understand how to talk in re-insurances. You’ve got to be able to go out there and lay out the risks. So, it really does bring in some novel theories.

Matthew Queen: [00:06:27] Consequently, we get to develop custom insurance products that can insure literally anything. So, my joke I tell people when they’re asking about captives is I can underwrite a ham sandwich. Not me personally, I’m a terrible underwriter. But what you would look at is any sort of a risk may be a good idea for a captive. So, why talk about the boring things? Let’s go straight to the fun stuff. So, for example, you’re now doing business in the UK, Japan, and America. And let’s assume things go south with Brexit and something wacky happens with the currency exchange rate between the dollar and begin-

Michael Blake: [00:07:04] That’s a good assumption, by the way.

Matthew Queen: [00:07:06] Yeah. So, what happens if the pound goes crazy? Can you insure against losses that would manifest as a result of doing cross-border transactions? The IRS is going to sit there and say, “No, no, no. That is nuts.” And this exact issue is that they have some guidance from the IRS where they’ve said, “We don’t like it,” but in 2015, they had a case called the RBI guarantee case where people were essentially insuring against the unexpected bad value of a fleet of cars. Long story short, it kind of looks like a put contract in the sense that you had a fleet of cars that are X when you bottom, expect to be Y at the end of five years. And if some foolish guy gets into an automobile accident, it’s worth much less than Y. They had captive pay out a claim, and the IRS said, “We don’t like that,” took it to tax court, got beaten up. Long story short, you can now ensure a financial interest. So, the currency exchange interest would be analogous to that.

Matthew Queen: [00:08:05] The reason I’m telling you this is only to just bust down the barriers right off the bat that when you’re dealing with captives, general liability, workers comp, all day long, no problem. But then, when you have like a supply chain risk, so you’re now an oil and gas company, and you’ve got some sort of an oddball issue with Venezuela 20 years ago, the IRS would say, “You cannot take a deduction for the premiums paid for supply chain risk. It’s just not an insurable event.” Over time, a lot of these middle market and large companies that have supply chain risks said, “We’re purchasing this in commercial markets. It’s being offered from Lloyd’s of London. We demand that we have the right to do this.” And that sorted itself out in courts. So, that’s where we are constantly. Where the market breaks down or the market is heading, consequently, I get to basically sit at the frontier and look just a little further than I was normally looking back when I was doing insurance defense.

Michael Blake: [00:09:02] And where that frontier is – just I want to make sure I’m absolutely clear – is that some entities are now basically setting up their own insurance companies, their captive, because they’re captive to that one particular company they serve, I assume, one customer, the customer that sets it up. Is that correct?

Matthew Queen: [00:09:25] Yeah, generally speaking. So, what you’re describing is a single parent captive insurance company. And that was developed by Fred Reiss in the mid-50’s. And he had a mining operation where he was unable to get normal insurance. So, he said, “To heck with it, I’ll just go directly to the re-insurers myself. I’ll take the first, let’s just say, quarter million dollars of each million dollar claim, and then I’ll place reinsurance above that.” That is the tried and shrewd method.

Matthew Queen: [00:09:48] And then, he went back and forth with the IRS trying to be able to deduct the premiums to finance that quarter million dollar layer in an reinsurance premium, but that was actually not much of an issue. That worked out really well. That was the creation of captive insurance. But he got laughed out of every single American domicile. And in order to make that fly, he had to go get an insurance license from Bermuda. That’s why captives are huge offshore. Bermuda looked at him, and they said, “This isn’t crazy. This is beyond anything we’ve looked at.”

Matthew Queen: [00:10:18] Now, when he showed up, he had a couple of million dollars to put into a captive insurance company. I mean, it was no different than just starting a new subsidiary company. General Motors wants to start Pontiac. It went ahead and put some capital to do that. So, this mining company said, “We’re just going to start an insurance company.” So, the IRS looked at this, and they said, “I doubt this is real. I mean, at the end of the day, I get that the parent company’s balance sheet is not going to be affected by your losses in this subsidiary. But come on, it’s all on the same economic family. So, if you’re paying premiums into your own little insurance company, how can you deduct that?”

Matthew Queen: [00:10:54] And that right there, we have described the first 60 years of captives. So, that’s a bit of an exaggeration. But in 2005, ’06, ’07, there was a pair of case called Rent-A-Center and Securities cases. The least you need to know about those cases is the IRS had been basically just losing ground inch by inch as larger or smaller and smaller companies start adopting captives for any number of risks. Automobile liability, you’ve got a fleet of cars, you’re probably going to be overpaying if you go to AIG. So, they brought in a captive expert, sit there and set him up with a self-insurance solution. The health care industry, they’re constantly having to deal with issues of medical malpractice and professional liability, so they started adopting it.

Matthew Queen: [00:11:41] And eventually, the IRS started conceding bit by bit like, “Well, maybe if you have 12 subsidiaries, and you’re paying us between that, but we’d never let you to insure the parent company because for whatever reason, that was not allowed.” It just became more complicated and more complicated to the point where the tax court said “Enough.” We look at this right here, this group of risks — and by the way, this is now the new rule for captives. We look at this group of risks, if in that group you can achieve the law of large numbers, such that we can accurately forecast within a standard deviation or two, the frequency of risks and the general severity, then we’re probably going to have an insurance situation. And that’s the debate right there. Do you have enough risk within your captive to actually have insurance?

Matthew Queen: [00:12:29] So, what I like about what we do is we focus on middle market companies that are in areas that are either uninsurable in some periods or lack capacity in the market. So, our company, about 80% of what we do is skilled nursing facilities and assisted living. At one point in the late 1990’s, the rate per bed was over $10,000 per bed for assisted living facilities. So, we created a risk retention group to, essentially, become a new insurance carrier focusing only on professional liability for ALS across the country. And I mean, that’s the model. You see a market breakdown. It’s just basic business 101. So, we created a solution that was accustomed to the market.

Michael Blake: [00:13:15] So, you mentioned awhile back that single parent captives are one type of captive. What are the other kinds? And kind of succinctly, what are the differences between them?

Matthew Queen: [00:13:27] Okay. So, the two big things that you want to think about are single parent group, group captives, and association captives. It’s kind of all in one bucket. So if you have a large company, you probably don’t necessarily need a group captive. You might be able to create your own captive on your own. And that’s really going to be a function of the type of risks that you have running through your company. So, if you have 5000 employees, probably don’t need to be in a group. But if you have like 100 employees, you may need to be in a group. And the simple reason is if one loss is going to basically eat up all the capital in your captive, I actually agree with the IRS, you don’t really have a captive.

Matthew Queen: [00:14:08] So, we can get into the differences between those but what I like about that association group and single parent captives is you can underwrite literally anything. So, all those nut job things I was saying in the beginning, totally fine. 100%, I will defend those to the end of time. Now, there is another form of captive. It’s called a risk retention group. We have a very large one, and it’s operating in 11 states. And I love this because it’s a huge trade-off. You can only write liability through a risk retention group, but you only have to get licensed in one state.

Matthew Queen: [00:14:45] So, I’m going to bring you up to date on something called the McCarran-Ferguson Act. So, in 1945, the Supreme Court was essentially overruled by Congress. So, in ’44, there’s a case called SouthEastern Underwriters where the Supreme Court determined that the business of insurance, like basically everything else, is subject to interstate commerce. Consequently, now, the federal government can regulate insurance. And the Departments of Insurance in 50 states went nuts. And with a surprisingly quick response, Congress passed the McCarran-Ferguson Act 1945, and that restored the power of insurance back to the states.

Matthew Queen: [00:15:25] Now, McCarran-Ferguson Act, you cannot overstate the power of this act. It not only restored the power of insurance back to the states, but it also did so by incorporating an understanding of due process that as it existed in the 1800s. So, not only is it the business of insurance, it’s state law, but it’s that ridiculously strong state law that you had back way before the Interstate Congress clause became a flexible part of the Constitution.

Matthew Queen: [00:15:53] And that’s relevant. I won’t explain why right now, but the least need to know is that when AIG, or CNA, or Chubb, if they want to enter into Georgia, they have to get on their knees and say, “Please let me in. Here’s the filing. Here’s the rates.” And the commissioner has the ability to sit there and say, “You know, I just don’t know how I feel about this.”  And that creates a significant amount of power in the insurance department. By the way, it doesn’t matter if AIG has got that exact policy rate and all the capitalization that you need up and running in 49 other states. The State of Georgia has the absolute right to say goodbye.

Matthew Queen: [00:16:31] Now, with the risk retention group, we have IRS domiciled in the District of Columbia. And because the Risk Retention Act was passed pursuant to federal law as one of the very few exceptions to McCarran-Ferguson, all I have to do is get chartered interstate. And chartered is just our legalistic way of saying you can’t stop me. So, I can march into Florida, Georgia, Alabama, Alaska, and I can write liability anywhere I want. It’s this huge loophole, and it allows us to undercut most of the carriers in the market because we’re just not as regulated. So, that’s what I love about the RRG. It’s like a curveball. But, again, I can’t underwrite a ham sandwich. It’s only liability. So, product liability, general liability, medical malpractice, all of those types of risks we can throw into an RRG, but property, no, no, no, no. Worker’s comp? Absolutely not. So, it’s just an interesting way of being able to add some value.

Michael Blake: [00:17:25] So, yeah. And it sounds like under the right circumstances, an organization may want to sponsor or be participant in one of these risk retention groups and may have their own separate captive entities as well, depending on what they want to insure.

Matthew Queen: [00:17:42] Yeah.

Michael Blake: [00:17:43] You have your own sort of portfolio, I guess.

Matthew Queen: [00:17:45] Yes. So a company like General Motors, they have their like multiple captive insurance companies. So, that would be your Fortune 1000 strategy. Most of your middle market companies, getting a captive up and running, it’s a sink of capital. So, you really do need to be in a situation where either you are best in class in what you do, and you don’t need to be paying as much in premium as you are, or you’ve got some sort of an unusual spot where the markets just can’t keep up.

Matthew Queen: [00:18:13] So, I mean, I’ll tell you an area in the market right now that if we could figure out how to underwrite a little bit better, we’d be able to become billionaires overnight. Coastal property anywhere is virtually uninsurable. I mean, it’s borderline uninsurable, and it’s industry non-specific. I don’t care if you’ve got a nuclear power plant, or an oil and gas facility, or a hotel, or anything in a REIT, the property rates are absolutely insane. That’s just because the past couple of years, the hurricanes have been really, really bad.

Matthew Queen: [00:18:43] Now, nobody’s come up with a solution for this quite yet because at the end of the day, there is some efficiency in the marketplace. Underwriters are doing the best that they can, but if we were able to sit there and use maybe insure tech to be able to get there and underwrite a little cheaper or get into a little bit better model of how the hurricanes are going to arise, then, yeah, we could roll out a captive tomorrow and bring in a whole bunch of different maybe hotels, for example, or municipalities, and basically custom write an insurance program.

Michael Blake: [00:19:12] That’s very interesting. So, I think, historically, one use of captives has been to insure risk that you couldn’t necessarily get out in the market. In the early days of my association with captives, I used to see cyber liability insurance because you couldn’t get it, or you couldn’t get in a conventional form. You see a lot of terrorism insurance as well. Are captives also being used to find kind of these holes in the market where you just cannot buy conventional insurance, or it’s just economically just not feasible to do it the normal way or the conventional way?

Matthew Queen: [00:19:53] Yeah. So, like the oil and gas industry, it has a huge loophole in its standard commercial general liability policy. The cyber risk for oil and gas is unusual, where if you can lean — I need an oil and gas expert here to walk me through it, but you can basically shut down safety valves in parts of the pipelines and turn these things into bombs remotely. Now, that’s a cyber liability, and it dovetails with terrorism, but it’s not going to be covered under property, and it probably wouldn’t be covered on your CGL. So, if that occurs-

Michael Blake: [00:20:25] CGL is what?

Matthew Queen: [00:20:25] Commercial general liability policy. So, you may be stuck with an uninsured exposure right there. And that, if you are covering an uninsured exposure, your broker and the underwriters, they should have caught that along the way. But what people don’t realize is that when you’re buying insurance, the insurance contract that you get is like a Tetris piece where each page or, really, each element of the contract is just put together. And each of the elements – let’s maybe just say we have 10 paragraphs over here that talk about the declarations and a couple more paragraphs over here that talk about the coverages and the exclusions, blah, blah, blah – that’s all been put together by teams of attorneys in different carriers that have worked together to come together with some sort of almost like Super Mario solution.

Matthew Queen: [00:21:10] And what I mean by Super Mario is in Super Mario Kart sense where he is kind of good at nothing but kind of okay at everything. That’s your standard ISO forms that you get. So, they have unintentionally some exposures in there that people just overlook because when you’re trying to say, “Oh, okay. Well, you’re a certain type of company over here, you need all of this form, basically paragraphs, that we’re just going to shove in there like little puzzle pieces, it just leads to some coverage gaps.”

Michael Blake: [00:21:37] So, you’ve hinted, and I know this is true, the IRS has — I don’t know if oppose is the right word, but certainly is looking at captives very carefully.

Matthew Queen: [00:21:50] Yeah.

Michael Blake: [00:21:50] Is that fair? So, in general, how is the IRS reacting to them now? Would you say that they’re — right now, would you say they’re more or less welcoming? They’re unwelcoming? Is it purely a case-by-case basis, and you have to kind of look at precedent and make your captive look like something else the IRS has already kind of let pass? How would you characterize that environment?

Matthew Queen: [00:22:13] The IRS’s relationship with captive insurance is like a guy’s relationship with his ex-wife’s new husband. I mean, it is never good, and they are tolerant only because kids are involved. And to lose the metaphor for a second, the IRS looked at the whole concept of self-insurance as a sham. I’m putting money from my checking account into my savings account. You shouldn’t get a tax deduction for that, but at the end of the day, if you’re saying that you can’t get a tax deduction for that, what you’ve really said is you don’t have the right to form an insurance company.

Matthew Queen: [00:22:47] Now, fundamentally speaking, that trumps all over the Constitution, and there’s no way that the IRS could have ever supported that if the defense attorneys that time had been smart enough to just key in on that. But what happened was they had some ill-prepared defense attorneys who just really didn’t understand what was going on back in the 50’s, 60’s and 70’s. It wasn’t until the late 80’s, specifically with a guy who won the Humana case, where they finally started to cobble together the elements of insurance. Now, insurance, as I hinted at before, it’s not a thing. Like when you go out and buy insurance, this is illusory. You’re really entering into a contract. And the concept of insurance is more of an emergent phenomena that exists when you have a couple of elements present.

Matthew Queen: [00:23:32] So, this phenomena was outlined in a long, long, long ago case called [Health Review of the Gears], where they had four elements you want to see. You want to have insurance in a commonly accepted sense. So, right off the bat, standard is kind of nebulous. They also have an insurable interest. You want have risk shifting in risk distribution. So, insurance in the commonly accepted sense is as follows. Let’s say everyone in a room puts money into a pot, and the last man standing gets all the money that’s left over in the pot. But if there’s anything that happens during the course of our lifetimes, we will take money from the pot to indemnify you. But that’s a Totten trust. That is not insurance. So, you have to have insurance in commonly accepted sense, which, generally speaking, is going to involve premiums to a third party that are underwritten appropriately, have an actuary that assesses their appropriate rate and amount of reserves that you need to pay the claims. That’s insurance in the commonly accepted sense.

Matthew Queen: [00:24:25] Then, you have to have an insurable interest. So, going right back to what I was saying in the beginning, the concept of an insurable interest could be a balance sheet item like the residual value of your fleet of cars, or it could be a fleet of workers to whom we owe coverage for worker’s comp. I mean, it could be anything that is a quantifiable loss.

Matthew Queen: [00:24:45] Then, you have the next element or elements, depending on how you look at it, risk shifting and risk distribution. I like to think of it very simply. Risk shifting is making sure that a loss on the captive insurance’s balance sheet does not travel up to the parent company. So, just capitalize that thing. How much you put in there? Whatever the actuary tells you to do. So, they say half a million bucks, there you go. Anything less than that, you’re wrong.

Matthew Queen: [00:25:10] Then, you’ve got risk distribution. And this is the one where we could just argue about angels dancing on the head of a pin. Nobody knows what risk distribution is. And if you hear differently, they’re lying. The IRS doesn’t know. The tax court certainly doesn’t know. And it’s never gone beyond tax court. So, everyone’s kind of up in the air. My personal thought is this. When I’m working with the actuaries, we can reasonably say that in the course of a year, based off of your lost history, you’re going to have X claims, you’re probably going to be okay because you’ve got enough different points of risk in there. So, how do you calculate that? Do you look at it just under your — we’ve got 500 employees in the worker’s comp policy. Is that risk distribution? Or what if we have a general professional liability policy with 500 beds that are insured plus 500 points? Now, do we have 1000 points of risk? Nobody knows.

Matthew Queen: [00:25:57] So there’s a lot of ways of creating this distribution with reinsurance, and I’m probably going way too far in underwriting, but that’s kind of the fun part of what we do. Like everything comes to us is a little puzzle, and it’s my job to say either you have a solution to your puzzle, or you know what, you maybe better serving commercial insurance.

Michael Blake: [00:26:14] So, can we boil it down to two or three things that can help a listener understand what are the gates that we need to think about as to whether or not they should seriously consider a captive insurance program?

Matthew Queen: [00:26:31] So, what I’m always looking for are people who are in high-risk industries. So, anyone who’s getting sued all the time should probably consider a captive. We’re in health care, and the doctors are getting sued all the time, skilled nursing facilities are getting sued all the time. Anything like that is a perfect candidate because 9 times out of 10, with a captive, you’re going to do just a little bit better risk management. And then we can select our own defense counsel. And then, rather than relying on the insurance companies’ hammer clause that just says “Fine, I’ll settle the whole thing for three quarters of a million bucks,” you work with your own defense counsel that says, “You know what, let’s push back, let’s punch him in the nose. And you know what? We may lose this thing, but I bet we won’t lose it for 750 grand.” And you can make that decision when you own the insurance company.

Matthew Queen: [00:27:16] So, that’s one area I look at. Others are just best in class. At the end of the day, there’s winners and losers in the insurance marketplace. And if you’re a loser, stick with commercial insurance. And what I defined by loser is if you are taking more money from the insurance companies than you’re paying in premiums, you probably won’t be insurable for long, but a captive would not be right for you. But there are people out there that are just better than the industry average in terms of the frequency of claims. Consequently, you are now a source of profit to your carrier of choice.

Michael Blake: [00:27:48] So, if you’re, in effect, a good driver, right-

Matthew Queen: [00:27:50] Yes.

Michael Blake: [00:27:51] … insuring yourself makes sense.

Matthew Queen: [00:27:53] Absolutely. And then, I guess the last area I would look at is just anyone who’s in a novel industry. So, we do get calls about once a month on cannabis and hemp. We haven’t really found a good way to do a captive in that situation. But that’s just an area where the market’s breaking down because the underwriters haven’t really figured out what those kind of risks look like. So, any sort of a new industry where you’ve got a lot of more unknowns than knowns, that may be a situation that may be a good fit for captives.

Michael Blake: [00:28:26] So, let’s say now that somebody has kind of heard enough, they say that, “I want to look into a captive,” what does it take to set one up? Because, first of all, is there a kind of a pile of cash you have to have available as a minimum to kind of see that captive, A? And then B, once you pass that threshold, what does that process look like from an expertise in time and expense perspective?

Matthew Queen: [00:28:54] So, the good news is that when you start the process, it’s no different than any other insurance submission. So, if you’ve ever had to go through that, you have to accumulate a couple of years of lost history. You guys sit there and send people in your current policies and the declarations page to see what’s currently being insured. Then, what I do is I take all that info, and I hand it off to the underwriting department. And then, they assess whether or not they think that they can put some layer of the risk within your captive.

Matthew Queen: [00:29:21] So, let’s assume, for the sake of argument, you’ve got some sort of a lender or maybe a landlord that requires you to have 1 million, 3 million commercial general liability limits. Well, you would never put a million bucks of exposure into your own captive. But guess what? Neither does AIG. That’s the joke. AIG, when they look at a risk, why even screw around with AIG? Space X, they have a captive insurance company and limits on their policy are $100, $300 million dollars a piece. And that’s because the FAA has something to say about that. When they were using AIG before, AIG only took like the first couple of million bucks of that claim. And then, they went to the reinsurance markets and said, “Who wants a piece of this?” And that’s a real skill set, by the way, learning how to layer those risks on the back end.

Michael Blake: [00:30:05] Sure.

Matthew Queen: [00:30:06] Now, the piece of paper there, it’s an AIG but that’s not true. At the end of the day, it was a village of insurance carriers all came together for this risk. Now, essentially, all you’re doing with the captive is just taking some layer of that. So, again, going back to the one mill, three mill example, maybe you take the first quarter million dollars because, right now, your capital is such that you can only really put like 100,000 or maybe 250,000 to a captive. Then, over time, theoretically, you don’t have too many clients because you’re a good operator. And instead of taking dividends out of your capital, you let it grow.

Matthew Queen: [00:30:42] Now, we’ve got half a million bucks of capital in the captive. And now, we can write a little bit more risk. We can take, instead of maybe first quarter million per claim, we take the first 350, and so on, and so forth. You expand vertically, and you capture more of that underwriting profit, and you basically cut out the reinsurers or the excess carriers along the way. And eventually, over time, may expand into another line of captive of insurance. So, maybe we started with professional liability. And then, we say, “Oh, man, I’m really getting beat up on health care. So, why don’t we put some benefits through there?” So then, that’s the way we model it. You always want to just start with the biggest problem that you’ve got, and then just slowly expand from there.

Michael Blake: [00:31:17] Okay. So, you figure out what you need to insure. Then, I guess, you figure out kind of what number of dollars makes sense to start that first layer of the insurance pool. And then, you got to arrange, in effect, a syndicate of reinsurers, right? And that’s what you guys do, at least, in part.

Matthew Queen: [00:31:36] Yeah. Yeah. So, I mean, I don’t pretend to know enough about captive insurance to actually do the accounting behind it. I’m not really an underwriter, but we have them on staff. And I think that’s really important. A captive manager should have someone on staff who can underwrite anything. And you need a really experienced accounting — either accounting expert or team, that can sit there and handle these things, because it’s not rocket science, but it’s just not normal accounting.

Michael Blake: [00:32:04] It isn’t, right? Statutory accounting is a little bit different. It’s not quite the same language as GAAP.

Matthew Queen: [00:32:10] That’s right. And whenever you’re dealing with a risk retention group, in particular, you have to be able to present things like that to the regulators. And then, you’ve also got to have somebody on staff that knows something about risk management, litigation, and somebody has to actually get the licenses. So, it really does take a team to actually make these things work. Some people can do it on their own.

Matthew Queen: [00:32:29] So, we were talking with a very, very large grocery store chain not too long ago, and they could just do it on their own. They have an accounting department, but we haven’t talked about that. I know for a fact, Amazon, they do not use a captive manager. They do it on their own. They have a whole risk management department. And within that, they just went out and purchased the best minds from Marsh, and Aon, and Willis, and they’re just doing it on their own. Most people do not have the resources to do that. So, that’s where people like us do really well. That’s why we’re middle market specialists.

Michael Blake: [00:33:04] So, in putting all these specialists together, it sounds like one of the things that you bring to the table is you can be a one-stop shop. And I think that’s fairly new. I’ve normally seen where a client has kind of had to go out, and get an account, and get a law firm, and get an underwriter, and kind of pull all those resources individually, and kind of put that puzzle together. But whether it’s through you or through somebody else, what kind of fees are we looking at or are we looking at fees? Maybe there’s a different structure. I’m just not — I don’t understand. But what is the cost of kind of putting together a — let’s call it a basic plain vanilla captive insurance program?

Matthew Queen: [00:33:46] Yeah, there’s no question about it, captives are not cheap, but they only get expensive when the time is right. So, when I look at a captive, I will look at your lost history. Look, first and foremost, if you can’t get me the right data, you’re not serious enough to even worry about. So, that’s one level of screening. But if someone goes through the process of saying, like, “Hey, I want to use a captive with this. Would you look at it?” I say, “Okay, all right, let’s get a good underwriting submission in.”.

Matthew Queen: [00:34:11] And then, when we look at the underwriting submission and if we can assess the true rate, not what you’re getting charged by the markets, but if your true rate is going to be favorable, and we look at the pro forma that we develop internally, we say kind of — with, then, let’s just say, many standard deviations, if we generally think we can earn a profit for you, that’s when we ask for a little bit of money to actually get off to the races. But by that point, we’re all on board with this thing is going to require for like quarter million in capital, maybe a half a million in capital, depending how much you want to insure. And then, our fees are going to be baked into that, just on the front end to get this thing up and running because we really do have to spend some time going off to reinsurers.

Matthew Queen: [00:34:52] For example, so you’ve got maybe a group captive. All of us are stronger than some of us. And we’ve determined that our little insurance company could probably serve the needs of Georgia. All right. So, maybe all the car dealers come together, and they have some sort of a policy that you have to self-insure the property they have that’s at risk from hail. That’s just one thing we saw in Texas. So then, you go to the reinsurers, and you sit there and say, “Well, any one of these guys, you’re just going to to take your crappy reinsurance policy, but I’ll bet you, you’ll like this aggregate amount of premiums so much that you’ll make a deal.”

Matthew Queen: [00:35:24] So, we’ll get something like a swing rated plan where if we have fewer claims than we expected, then the reinsurers owe us money at the end of the year. You will never get that deal on your own unless you’re absolutely enormous. That’s where group captives can work really well. But that’s not something that I can just wake up and say, “Hold on. Let me just go call my broker real quick.” No, that’s like a whole project that will probably require three to four weeks of work. And then, we go out, and we basically sell to reinsurers on just how much money they’re going to make because we’re just so safe.

Michael Blake: [00:35:52] It’s like putting to their co-op basically?

Matthew Queen: [00:35:53] 100%, yeah. So, there aren’t that many great captives out there. You don’t need that many. What we saw and what we like to laugh at are what I call the 831(b) enterprise risk captives. So, you’ll have like 14 lines of insurance, and it’ll be like one line of insurance will be for computer equipment, and you own like a laptop. So, the IRS looked at this, and they said, “Well, that doesn’t seem like insurance to us.” And it doesn’t to me, either. And that’s where you see some of these. There are some managers in the market who’ve kind of poisoned well a little bit because they were promoting that tax swing.

Matthew Queen: [00:36:27] So, in an 831(b)election, you don’t have to pay taxes on the gross revenues of your captive, just the investment income. So then, what happens is you can basically throw a bunch of premium into a captive, never pay taxes on it, and then dividend it back out, and live the high life. Well, the IRS woke up to that scandal because of the world’s stupidest captive manager. So, if you’re going to do a tax shelter, don’t tell anyone about it.

Michael Blake: [00:36:50] That’s right. The IRS understands there’s tax shelters out there but don’t trash talk about it. They really have a bad sense of humor about that.

Matthew Queen: [00:37:00] So, I was talking with a guy named Jay Atkinson, and he’s one of the early proponents of captives. And he told me the inside story of how the IRS got clued into the captive tax shelter. So, I won’t name who it was, but this poor guy, I mean, he made a very bad mistake. So, the IRS just lost the Securities in Renaissance cases, which were two enormous companies that got legitimate captive insurance companies together and beat the IRS so badly that it really raised the question as to whether or not the IRS still needed to have a captive insurance unit. So, obviously, that bureaucrats inside the IRS went to the Commissioner of Insurance and said, “I don’t think you need us anymore. So, why don’t you go ahead and give a severance package? We’ll go to private industry.” Obviously, that did not happen. So, what they were doing is they were looking for any reason.

Matthew Queen: [00:37:46] Now, back in those days, they had some sort of a conference that occurred once on the West Coast and once on the East Coast on a rotating basis. On the East Coast, in 2005, ’06 or ’07, somewhere in there, they located in Washington, DC. So, who shows up to the DC Captive Insurance conference? Every single guy who just gotten his butt kicked in this case. And then, this fool gets up there in front of the audience and says, “This 831(b) tax election is,” and I quote, “the best tax shelter in the history of the Internal Revenue Code.”

Matthew Queen: [00:38:16] So, then the IRS got real smart, and they just waited like a snake. And quite frankly, I think they got this right because there was a problem with these guys for a while crafting these. The insurance policies are written in crayon, and I don’t want to speak in a metaphor, I’ll tell you exactly what they’re doing wrong. You have this one manager, in particular, when her captive management blew up, I was looking at some of these policies, they were confusing claims made and occurrence-based language, which is a huge deal because under the current policy, your insurance covers you forever during that period of time. Under claims made, your insurance policy ends whenever you get a new insurance contract. So, if you don’t buy tale coverage to cover all that previous period of time, you could be uninsured, but if you combine that language into one policy like an idiot, a court’s going to say, “I have no idea what’s going on here. This is stupid.”.

Matthew Queen: [00:39:04] So, she was doing that among many other problematic things. So, the IRS found the world’s stupidest GAAP manager, and just ran them through the ringer, and then used that as an example to create the 831(b) election transaction of interest. So, that’s called Notice 2016-66. So, they waited over 10 years just looking. And when they finally found the right case to take to court, it was an overwhelming victory for the IRS. And then, they used that under Notice 2016-66 to essentially audit the entire industry. And this was right around the time I started with captives. So, I got real intimate with all my clients real quick because I essentially had to audit everyone right on my first day of work. And it was a tremendous gift, by the way. I mean it couldn’t have been timed better.

Michael Blake: [00:39:46] Sure.

Matthew Queen: [00:39:47] I mean, for me, selfishly speaking. But then, we then started to hear some rumors. Like the IRS had sent secret agents into — I can’t name the name of this guy but it was a huge Southwestern captive manager owned by a Fortune 500 company. And then, they were also sending agents in disguise down to Caribbean domicile, sit there and talk with captive managers and got them on record openly promoting tax shelters through the guise of insurance. And then, they brought another case called Reserve. I know you have two more that are in the hopper right now. And then, I checked the tax docket just the other day, there’s literally hundreds of cases against this one captive manager just waiting.

Matthew Queen: [00:40:28] It all started because one guy was foolish enough to sit there and just openly brag about running a tax shelter in front of the IRS. Now, it took him 10 years to get there, but for these captive managers who are promoting these slipshod insurance companies, their first problem is going to be with the IRS. Now, we’ve already seen the class actions start to pile up.

Michael Blake: [00:40:48] Right.

Matthew Queen: [00:40:49] And there’s this one. I guess it’s the same manager that’s sitting there, just got a hundred tax court cases against him, sat there and said to the plaintiff’s firm, “We are not going to toll the statute of limitations on this class action. The reason being is we don’t believe that you even have a class action because we have this arbitration agreement.” Unfortunately, for them, their defense counsel was a little, let’s just say, overzealous. He didn’t really understand that good plaintiffs firm can rip apart an arbitration agreement that’s already occurred. And now, in addition to having many hundreds of case against the IRS, you now have hundreds of really angry clients all banding against you. And I mean, it’s just falling apart. But to a certain extent, that was to our benefit because there are a number of actors that just kind of need to shrivel off the vine and find their way into the Maltese pension plans in the next tax shelter.

Michael Blake: [00:41:41] So, Matthew, this is obviously a very deep topic. We’ve already gone pretty deep. We could go many more layers deep, but we’ve got to wrap it up because of time. If somebody wants to reach out to you and learn more about this, maybe explore if becoming a captive sponsor is right for them, how can they do that?

Matthew Queen: [00:41:58] So, I work for Venture Captive Management, and we’re located at venturecaptive.com. My phone number is 770-255-4907. And you can reach me at mqueen@venturecaptive.com.

Michael Blake: [00:42:13] Well, that’s going to wrap it up for today’s program. I’d like to thank Matthew Queen so much for joining us and sharing his expertise with us. We’ll be exploring a new topic each week, so please tune in, so that when you’re faced with your next business decision, you have clear vision when making it. If you enjoy this podcast, please consider leaving a review with your favorite podcast aggregator. It helps people find us that we can help them. Once again, this is Mike Blake. Our sponsor is Brady Ware & Company. And this has been the Decision Vision Podcast.

Tagged With: Dayton accounting, Dayton business advisory, Dayton CPA, Dayton CPA firm, group captive, group captive insurance company, insurance against risk, insurance company, malpractice insurance, Matthew Queen, Michael Blake, Mike Blake, professional liability insurance, reinsurance, risk, risk distribution, risk retention group, self insurance, skilled nursing facilities, supply chain risk, Venture Captive Management

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