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CPAmerica Advantage News From Your Accounting Association

New Partner Group & Southeast Regional Team up August 18-20 at The Waldorf Astoria Atlanta Buckhead Now that we are dipping our toes back into travelling, we wanted to provide ample opportunity and ease for partners to attend two meetings in one location. In midAugust, CPAmerica will be presenting the 2021 New Partner Group Meeting (Aug. 18-19) and the Southeast Regional Meeting (Aug. 19-20) in Atlanta. We're excited to bring back the New Partner Group Meeting in its fourth year by member request. This spe cialty group is for partners in the role three years or less. This meeting will provide professionals in this stage of their career with the opportunity to gain insight from peers with shared experience on a variety of pressing topics relevant for newly promoted partners. During the first day, Heath Alloway, Director of Upstream Academy, will facilitate discussion on partner relationships, workload conversion, and business development strategies. Heath will also moderate the Ask a Partner Panel session, made up of seasoned partners with various backgrounds. The second day will be complete with member sharing sessions facilitated by the partner panel which will include recruiting strategies and client engagement. “I was, as a new partner, concerned with the gap in my head between what I thought I was supposed to know about my new responsibilities and what I thought I knew," said Thomas Howell Ferguson, P.A. Shareholder Chris Howell. "Turns out, after talking with other new

June 2021

Overcoming Roadblocks in M&A Deals P.

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partners, the gap was not that big and I wasn’t the only one with a gap. Most helpful for me was – and still is – the ability to share with, and learn from, my peers and fellow new partners. The New Partner Group is a tremendous benefit to new partners in evaluating and advancing in their new role and responsibilities by sharing and learning from the experiences of others.” The first day of the Southeast Regional Meeting brings The Visionary Group's Bob Lewis who will give his expertise on business development, M&A, and succession plans. Followed by an amazing meal at Del Frisco's that's included in registration. Then spend the last day in Atlanta with Right Networks' Roman Kepczyk who will provide a technology update, followed by several member sharing sessions.

Don't miss your chance to learn, network and member share in person with us in The Big Peach! Register for the 2021 New Partner Group at https://bit.ly/3oWFHoo, a nd reg ister for t he 2021 Sout heast Reg iona l Meet i ng at https://bit.ly/2SuVluI. Contact events@cpamerica.org for questions.

2021 Transition Advisors Webinar Series - Complimentary CPE These complimentary courses are part of our Preferred Consultant's Transition Advisors webinar series. Terry Putney, CPA, CEO , and Joel Sinkin, President of Transition Advisors LLC, are presenting this series. Putney is a frequent speaker at conferences, is regularly published inaccounting profession magazines, and has co-authored several books with his partner, Joel Sinkin. Both are named to the Top 100 Most Influential People in the Accounting Profession every year since 2012.

These complimentary webinars are eligible for 1.0 CPE credit per webinar. •

8/25 - 2-3 p.m. ET: Merging/Acquiring a NonTraditional CPA or Consulting Firm

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10/27 - 2-3 p.m. ET: Admitting New Partners and Overcoming Obstacles to Internal Succession

Overcoming Common Roadblocks in M&A Deals by Terry Putney, CEO of Transition Advisors LLC and CPAmerica Preferred Consultant While every deal is different, whether you are acquiring or merging upstream, there are certain things that are key to successfully completing a transaction. Must haves: You probably will approach a deal with one or more “must haves”. Some are understandable such as you probably would not sell your firm and remain on the hook for a long-term lease. Make sure a must have truly is a deal breaker. We find as you take a deeper dive you can better ascertain what is a strong preference and what is a must have. Every must have is a potential roadblock for getting a deal done. Limit these as much as possible. Sometimes firms will hold back their must haves hoping to make better progress and chemistry between the parties before bringing them up. If something truly is a must have, it should be part of the very first dialogue. Otherwise, you are potentially wasting everyone’s time. Plus, the later in the process a surprise surfaces the more skeptical the other party may become about your sincerity.

the decision is not nearly as emotional. The firm being acquired is often giving up control and their firm name and identity amongst other things. This is likely the last and most important decision they are making relating to their firm and their professional careers. As the successor firm, the best way to negotiate the deal is to be understanding, patient and respectful of those emotions. Partner status: Larger firms often have stricter criteria for equity partner status than smaller firms. Often this is as simple as revenue per partner. We frequently see the acquiring firm offering to admit less than the full partner group of an acquired firm an equity partner position. This is a common deal killer. Two suggestions to overcome this when it arises: • Consider merging in partners with less than five years of career left as non-equity partners. This may leave room for the younger partners who are often the ones left out otherwise. The senior partners are less likely to care about their equity status since they are going to be bought out soon.

Time kills all deals: That said we rarely hear why that is indeed the case. Here are the main reasons. • Deals have a certain momentum and long pauses often create frustration and damage the deal process.

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In a sale, for example, we all understand the seller would like maximum value and the buyer would like to pay the least possible. This is, of course, an adversarial position and if the deal slows down, this can cause adversarial positions to become even more pronounced.

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Extending the deal time can lead to leaks in the community that can have an impact on clients and staff.

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Delays can send an unintended message. The decision to sell and or merge up is not only professional and financial, but also highly emotional. We have too often heard: “Is this taking so long because we are not a priority?” “Is this firm really interested or just kicking tires?” Especially in the case of a seller, “Does this firm really have the capacity to take on my firm, too?”

Equity: As the successor firm, if your owner agreement uses ownership to allocate value or determine compensation, then equity allocations to the acquired firm are important. However, we too often see this become an issue when equity means very little in the successor firm. It can become an ego thing that one firm is “worth” more than the other. Unless ownership drives value allocations or compensation, don’t let this get in the way unless it really means something. If equity does carry weight, try to make the allocation simple by using relative revenues.

Partner unity: Often one person is managing the deal process for each firm. Usually this is the managing partner. This is nor mal and not an issue in and of itself. What is critical is transparency and accord within the partners of both firms. Every decision maker should be aware of what is going on. Too many times we have seen one party manage the deal process all the way to the end and then finally share it with the partner group only to have it voted down. Capacity: If you are the acquiring firm, be realistic with what you can take on. Most deals nowadays have an element of succession. Make sure you have the resources to replace retiring partners and key staff. Just as when you are looking at a dessert menu, sometimes your eyes can be bigger than your appetite. Emotional side: As we stated above, many firms selling or merging up are not only making a professional and business decision, but also a very emotional one. For most acquiring firms,

If you must offer a younger partner a non-equity position, make sure you are clear about their path to equity status. Also, make sure they will be able to recover the value in their previous firm they left behind at some point.

Culture: The culture of the two firms can be an appropriate roadblock. Certain cultures are hard to blend. For example, an eatwhat-you-kill firm merging into a one-firm-client culture can be an unpassable roadblock unless the EWYK firm can adapt. Culture includes many things. IT platforms and policies for virtual workers are elements of culture. Think about the culture of your firm and the other firm by asking yourself three questions: 1) What’s it like to be a partner in both firms? 2) What’s it like for staff? 3) What’s the client experience like in both firms? The answers will lead you to a good understanding of the elements of culture that will make a difference. Terry Putney brings his unique experience in both the accounting and M&A disciplines to his role as CEO of Transition Advisors. He has more than 42 years of experience as a practicing CPA, as Managing Partner of a large local CPA firm, as a partner leading M&A for a national accounting firm, as a corporate executive responsible for building and leading professional service strategies and as a consultant to accounting firms of all sizes through his current position with Transition Advisors. Contact him at 913-766-0877 or tputney@transitionadvisors.com.

Member News

Mark Kashgegian named lead partner of Antares Group

Maxwell Locke & Ritter welcomes new partner Vince Treviño

Headquartered in Conyers, Ga., , recently recently named Mark Kashgegian, CPA, lead partner. “It is an honor and privilege to step into a position that was so well-defined and led by my predecessor, Emmitt White,” Kashgegian said. “We are well-positioned to serve our clients better and to provide our team members an environment where they can reach their greatest potential. I am committed on building the Mark Kashgegian next generation of leaders.”

Austin-based member firm, recently announced Vince Treviño as a partner. Treviño will be responsible for leading strategic growth initiatives to strengthen the firm’s market position while driving client engagement opportunities.

Kashgegian succeeds Emmitt White, CPA, who has led Antares Group since 2012. White will continue to serve as a partner with the firm, where he will continue his focus on strengthening client relationships. Kashgegian joined Antares Group in October 2018 through the acquisition of the Restaurant/Franchise Group with Boston-based Gray, Gray & Gray, LLP where Kashgegian served as a partner for many years. Kashgegian is also an active member of the Massachusetts Restaurant Association, where he serves as a board member for the past several years.

THF congratulates Chandler Russell on joining the InfraGard North Florida Members Alliance Board of Directors , headquartered in Tallahassee, Fla., congratulates Chandler Russell on joining the InfraGard North Florida Members Alliance (InfraGard) Board of Directors. The mission of InfraGard is in alignment with the InfraGard National program. Their core goal is to continue partnerships between private industry, public sector, the Federal Bureau of Investigation (FBI), and other government agencies to help protect critical national infrastructures. Chandler has joined this board as the treasurer. Chandler is a Manager in the Assurance Services Department. She received her bachelor’s degree and master’s degree in accounting from the University of Alabama. Chandler is a Certified Public Accountant (CPA) and is a member of both the American Institute of Certified Public Accountants (AICPA) and the Florida Institute of Certified Public Accountants (FICPA).

Frazier & Deeter extends Public Company Audit Practice to Canada Headquartered in Atlanta, announced today the firm is now eligible to perform audits of companies traded on Canadian stock exchanges, having registered with the Canadian Public Accountability Board (CPAB).

With more than two decades of experience in strategic sales in the professional services industry, Treviño has a strong background leading teams, developing sales processes, and partnering with executives and business owners to solve complex problems.

“Frazier & Deeter is excited about this expansion of our audit capabilities,” said Sean Lager, leader of the firm’s audit and assurance practice. “As our audit practice has grown and expanded into the UK, it made sense to also be able to serve Canadian clients.”

Most recently, Treviño was a principal and member of the executive leadership team at Bridgepoint Consulting. At Bridgepoint, he helped establish and lead the business development and marketing operations f u nc t ions, d r ive t he strategic planning, and institutionalize the firm’s Vince Treviño sales process.

Frazier & Deeter’s Assurance Practice provides various attest and accounting advisory services to public and private clients around the globe. In the U.S. the firm is registered with the Public Company Accounting Oversight Board.

“We are thrilled to welcome Vince to the partner group and believe he will add tremendous value to the team,” said Kyle Parks, Leading Partner at Maxwell Lock & Ritter. “With a demonstrated track record in business development and executing growth strategies, Vince brings creativity and energy to the firm’s relationship development efforts.”

GRF's Melissa Musser appointed president of the Institute of Internal Auditors, DC Chapter (GR F), headquartered in Bethesda, Md., Risk & Advisory Services Principal, Melissa Musser, CPA, CITP, CISA, has been appointed President of the Washington, DC Chapter of the Institute of Internal Auditors (IIA DC). Her appointment is accompanied by a new role for Risk & Advisory Services Manager, Mackenzie (Mac) Lillard, CPA, CFE, CISA, CRISC, CITP, PCIP as the Associate Vice President of Programs for IIA DC. Ms. Musser and Mr. Lillard begin their terms on June 1 following International Internal Audit Awareness Month. During the month of May, the Institute of Internal Auditors (IIA) will be building awareness of the internal audit profession to enhance the business community’s knowledge of the essential role internal auditors play in strong governance, internal control, and effective risk management.

“Our approach to audit has been well received by U.S. public companies and we feel smaller public companies in Canada will also find Frazier & Deeter to be an attractive option for an audit firm,” said Bill Godshall, leader of Frazier & Deeter’s public company audit practice. “Achieving this milestone is an important step in Frazier & Deeter’s commitment to serving the needs of U.S. and international middle-market companies, both private and public,” noted Seth McDaniel, National Managing Partner.

Rushton employees help keep Elachee Nature Science Center beautiful headquartered in Gainesville, Ga., employees went to Elachee Nature Science Center on May 20 to help weed and mulch the front entrance and various walkways. Rushton’s Social Committee puts together quarterly service projects to give back to our community, because we believe working for you and the community, both benefit your business and your family of employees.

A&A Remarks: Why Do I Make It so Hard? Over my professional career as a CPA, when working or researching a topic, I have stopped many times and thought to myself, “Why do I make it so hard?” I have a bunch of resources to use, including other Art Winstead, professionals I can ask Director of A&A for help. And, for the most part, I can think independently and arrive at an accurate and reasonable conclusion. For me personally, I am fortunate to have many resources available to me within our CPAmerica membership. I do not recall one instance in which I have reached out to members and not received a response, a resource, or just some good thinking.

Some use “KISS” as “Keep It Simple and Straightforward.” Either one works for me. And that should be a route that ALL of us in this profession should take.

In my first job, the owner of an independent pharmacy used to say to me, “Artie, why are you making it so hard?” I never thought about it or changed that habit. I continued, from those days to now to make it “too hard” at times.

Kelly explained the idea to others with a simple story. He told the designers at Lockheed that whatever they made had to be something that could be repaired by a man in a field with some basic mechanic’s training and simple tools. The theater of war (for which Lockheed’s products were designed) would not allow for more than that. If their products weren’t simple and easy to understand – they would quickly become obsolete in combat conditions and thus worthless.

My father, like a lot of us, was a CPA, and used the acronym “KISS” when he was trying to figure something out and was becoming a bit frustrated. I was never much of a user of “KISS,” as its use of “stupid” as in “Keep It Simple STUPID” just bothered me. To this day, I cringe when others use it and I really cringe when it slips out of my mouth. The word dumb can get the same reaction from me. If you hear me use “KISS," I am simply trying to say, “Keep It Simple and Short!”

you don’t understand it well enough.” To me, there is truth in that expression. It is not unusual for me to think, “Does that instructor really understand what they are saying?” More often than not, the misunderstanding is with me and my comprehension of the spoken word.

As I research, read, and discuss standards, regulations, rules guidance, principles, etc., I find myself saying “KISS Art, KISS.” In my musings for this article – yes, I do muse or meander – I wondered, “where the heck did this concept of “KISS” originate?” Being the active researcher I am, I Googled “KISS.” I concluded, from several references, it originated with the late Kelly Johnson, a lead engineer with Lockheed Skunk Works. Skunk Works was responsible for the SR-71 Blackbird spy plane and many other notable achievements. It is worth noting that Kelly’s version of the phrase had no comma and was written as “Keep It Simple Stupid.”

Other findings by me during my musings included Albert Einstein who said, “If you can’t explain it, you don’t understand it well enoug h.” A lt houg h t h is is of ten m isquoted as, “If you can’t explain it to a six-year-old,

In our profession, we are surrounded, inundated, and perhaps overloaded with written requirements, laws, rules, and principles – but the information is present and keeping it simple does work. The words and, yes, the related grammar and punctuation does mean something. Several years ago, on some AICPA Boards and Task Forces, I had the privilege to work with Megan Zietsman. Megan is now the Chief Auditor for the PCAOB. She is a marvelous writer, grammarian, and is incredibly adept at explaining any subject or topic. When a group of us were discussing a specific standard, paragraph, cross reference, or note, we would wander off course as to what was being said or what needed to be said. Megan said to us more than once: “Words and every comma, colon, semi-colon mean something. Do not overread or overthink them. Accept them and use them just as they are written. There is nothing left out. There is no room to consider, ‘What did that really mean?’” Megan would not make any reference to “KISS,” but her words and intent were, in fact, an extension of the “KISS” principle. You know what? Kelly Johnson, Albert Einstein, and Megan Zietsman were right. Let’s “Keep It Simple and Short!”

Preferred Provider Spotlight: LeaseCrunch, the easiest lease accounting software on the market, is a comprehensive, cloud-based solution. LeaseCrunch helps organizations implement the new lease accounting standards, ASC 842, GASB 87, GASB 96, and IFRS 16. A simple but powerful tool, LeaseCrunch significantly reduces the time needed to transition, account for, and maintain leases. Get a comprehensive guide on the new lease standard at https://www.leasecrunch.com/the-new-lease-standardeverything-you-need-to-know.

“We are honored to be a CPAmerica, Inc. preferred provider,” said Ane Ohm, CEO of LeaseCrunch. “We recognize brings to its members and are thrilled to ment the new lease accounting standards

For more information, please visit https://bit.ly/3wdj1T6. Also, be sure to stop by their exhibit table during the 2021 A&A Conference and Technology Roundtable in Denver on June 22-25!

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