Fall 2021 - Florida CPA Today | Volume 37, Number 4

FALL 2021 | VOLUME 37, NUMBER 4

PAGE 14 A Business Sales Option for Income Tax Savings and the Reduction of Risk

BONUS INSERT:

Our 2020-21 FICPA Scholarship Foundation Annual Report

PAGE 18 Avoiding Management Deadlocks Involving Limited Liability Companies PAGE 22 LIBOR Is Ending: Why Should I Care?

FICPA and DBPR: Better Together Hear f rom Secretary Julie Brown and FICPA’s Shelly Weir and Kristin Bivona on Page 10

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CONTENTS PRESIDENT & CEO Shelly Weir EDITORIAL COMMITTEE Lynda M. Dennis, CPA, Chair Joel M. DiCicco, CPA David J. Hochsprung, CPA, Jonathan S. Ingber, CPA Douglas B. Keith, CPA Michael S. Kridel, CPA Troy Y. Manning, CPA Ryan A. Myers, CPA Will Quilliam, CPA FICPA STAFF Leah Pritchett, Director of Marketing and Communications Nick Menta, Creative Marketing Copywriter Alejandra D’Jermanos, Graphic Designer All articles submitted to Florida CPA Today are subject to technical review, Editorial Committee review, space availability, and editing requirements and restrictions.

Statements expressed herein are those of the identified authors and not necessarily those of the Florida Institute of Certified Public Accountants, Inc. (FICPA), nor should statements be considered endorsements of products, procedures or otherwise.

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FEATURES

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The FICPA reserves the right to reject any editorial material or paid advertising that does not meet Florida CPA Today criteria or detracts from its ethical and professional standards.

Florida CPA Today is published quarterly by the Florida Institute of Certified Public Accountants, Inc., 3800 Esplanade Way, Suite 210, Tallahassee, FL 32311. Telephone: (850) 224-2727 or (800) 342-3197. Visit our website at ficpa.org.

This magazine is provided to members of the FICPA. No specific amount of your dues, either expressed or implied, is for this publication. This magazine is not available for purchase by either FICPA members or nonmembers.

For display advertising information, contact the FICPA Marketing Department at (850) 224-2727, Ext. 270. © 2021 by the Florida Institute of Certified Public Accountants, Inc. All rights reserved.

Reproduction in whole or part is prohibited without the express written consent of the FICPA.

COVER STORY FICPA AND DBPR: BETTER TOGETHER

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DEPARTMENTS

Structured installment sales: a business sales option for income tax savings and the reduction of risk Slaying the sleeping stalemate: A primer on avoiding management deadlocks involving limited liability companies LIBOR is ending: Why should I care?

STRATEGIC PARTNER CONTENT

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CEO’s message Chair’s message News briefs Peer Review column DOR update CPAs in the spotlight Marketplace

The stories your clients’ financials tell about their business

Visit issuu.com/ficpa to access and download the digital version of Florida CPA Today.

FALL 2021 | FLORIDA CPA TODAY

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CHIEF OPERATING OFFICER’S MESSAGE

Scholarship Foundation supports tomorrow’s CPAs today Since I joined the FICPA this past spring, our Scholarship Foundation events have been highlighted dates on my calendar. This past month, I had the privilege to attend both our Orlando Golf Tournament on Sept. 3 and our Central Florida Scholarship Night in Daytona on Sept. 24.

I am consistently impressed by the intelligence, spirit and work ethic of our scholarship recipients. Our terrific FICPA Student Members will soon pass the CPA Exam, begin their job hunts, and be ripe for the picking. Talent recruitment is a top priority for many of our firms, and these students represent the best of the best.

We talk a lot about strengthening the CPA pipeline and with good reason.

Broader initiatives – like CPA Evolution or firm-specific career accelerators – can work to make positive changes in the landscape of licensing at a systemic level.

SHELLY WEIR

Each time I meet one on one with a scholarship recipient, I’m reminded: This isn’t about numbers.

It’s about people.

But each time I meet one on one with a scholarship recipient, I’m reminded: This isn’t about numbers. It’s about people.

Stapled inside this edition of Florida CPA Today is our FICPA Scholarship Foundation’s 2020-21 Annual Report. I am proud to say that – thanks to your generosity – we awarded more than $185,000 to 73 deserving students. And this is a group of true scholars, with a combined GPA of 3.75!

But these are also 73 different stories. Each one of our recipients comes from a different background and has overcome a different challenge along their journey.

That’s why, when I encourage you to support the Foundation, I’m not asking you to donate to some nebulous cause; I am asking you to invest in someone’s life. I am asking you to support the future of our profession by supporting a very real and deserving young person today.

I also want to take a quick moment to laud the efforts of our Foundation director, Laura Cutchens. Laura works tirelessly with our university partners, sponsors and benefactors to stage the first-class events that underpin our efforts. If you’ve not yet attended a Foundation event, we strongly encourage you to join us in the future and to meet with our FICPA scholars; they are immensely grateful for your generosity and putting their scholarships to good use.

Finally, I want to thank all of you who joined our Annual Meeting and Town Hall and our Health Care Conference in Orlando on Sept. 22-24. I was pleased to meet so many of you for the first time and to lead my first annual meeting alongside our Past Chair, W.G. Spoor, and our special guest, Orlando City Soccer Club Club CFO Carlos Osorio.

I look forward to meeting even more of you at our Florida CPA Summit in South Florida from Nov. 8-10. Be sure to find me and say hi!

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FLORIDA CPA TODAY | FALL 2021

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FALL 2021 | FLORIDA CPA TODAY

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CHAIR’S MESSAGE

Our Listening Tour and Member Survey Are All About You It was a busy summer – in the best way possible.

Shelly Weir and I have been traveling across the state as part of our Member Listening Tour. FICPA leadership has gone from the Panhandle to South Florida, with countless stops in between. This tour has been a welcome and overdue opportunity to reconnect with friends and colleagues we’ve seen far too infrequently since the start of the pandemic. FICPA staff members and leaders have also been on campus at a number of Florida universities, and we were proud to host a roundtable discussion for our CPAs in industry during the Summer Vacation Cluster in August.

I can speak for Shelly and myself when I say: Even more than we’ve enjoyed talking with you, we’ve enjoyed listening to you.

KRISTIN BIVONA CPA

Whether we’re meeting you in person or reviewing the results of the member survey, please know we’re doing everything we can to support you and deliver genuine member value.

That’s been our goal these past few months, and it’ll continue to be in the next year.

The member tour is part of a two-pronged approach, working in tandem with a deep-dive membership survey.

As we meet with you in person, we’re collecting your qualitative feedback, listening to what’s keeping you up at night and what’s motivating you each morning.

We’ve visited offices large and small, spending time with Big 4 firms and solo practitioners alike. The FICPA is here to represent all of our 19,000 members, each of whom have different challenges, hopes and goals. We’re listening to all of it, and we’ve taken something valuable from each of our meetings to date.

Then, of course, there’s the quantitative approach, the hard data. We thank all of you who participated in the survey, and we are now actively in the process of sorting through the data and developing a new strategic plan for the FICPA. This is a plan focused on increasing member value, identifying what’s most important to members in the years ahead, and delivering the tools and resources to advance the CPA profession here in Florida.

Finally, I’d like to thank all of you who have completed your 2021-22 renewals.

I am honored to be your Chair, and I look forward to continuing to serve you in the months ahead. Whether we’re meeting you in person or reviewing the results of the member survey, please know we’re doing everything we can to support you and deliver genuine member value.

Shelly and I thank each and every member who has opened their doors to us in the past few months, and we are excited to continue the tour.

See you soon!

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FLORIDA CPA TODAY | FALL 2021

Thank you for being a member of the FICPA! We are grateful to all who have renewed or joined for 2021-22.

In the last year, the FICPA has: Introduced our new President & CEO, Shelly Weir Unveiled our new Knowledge Hub Offered flexible, online and in-person CPE Launched our on-demand 24/7 Learning Library Redesigned our email communications to give you what's most relevant right now Kept members connected with valuable peer-to-peer knowledge sharing And scored important wins in Tallahassee, with this spring's brand new Public Accountancy Bill making meaningful improvements in the lives of everyday CPAs We look forward to serving you in the year ahead, as we continue to innovate.

Please know that we're always here for you, advocating on your behalf and protecting your license.

Sincerely,

Ivey Rose Smith Vice President of Membership and Corporate Relations FALL 2021

| FLORIDA CPA TODAY

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NEWS BRIEFS

FICPA NEWS

FICPA NEWS

FICPA welcomes Ivey Rose Smith

Fond Farewell: FICPA congratulates Mike Holland on 35 years of service

The FICPA is proud to welcome Ivey Rose Smith as its new Vice President of Membership and Corporate Relations.

Smith, who joined FICPA in July, will lead the development, communication, execution, and sustainment of FICPA strategic membership initiatives to strengthen the organization’s value proposition.

She will also oversee corporate firm accounts, local Chapters, and collaboration with external stakeholders that will enhance the organization’s engagement with accounting professionals throughout Florida.

“Membership is the very heart of associations, and it’s an honor to assume this role among a dedicated leadership team during a strategic time in the history of the FICPA,” Smith said.

“I look forward to meeting and connecting with members throughout our return to in-person events, elevating membership engagement, cultivating the next generation of Emerging Leaders, and seeing Chapters thrive in professional communities across the Sunshine State.”

A Pensacola native and lifelong Floridian, Smith arrives at FICPA with extensive experience in the association world.

She most recently served as the Director of North American Membership Development & Engagement at the Institute of Internal Auditors, after previously managing its Marketing Strategy in Professional Development - Training, Academic Relations, and Enterprise Sales. She was formerly the Marketing & Membership Engagement Manager for Florida Realtors.

“Ivey has a proven track record in directing association recruitment and engagement programs that deliver strong organizational growth while meeting the inherent needs of the members she serves,” FICPA President & CEO Shelly Weir said.

“She is a visionary leader that operates with a members-first mentality. I am thrilled to welcome her to our senior leadership team.”

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The Florida Institute of Certified Public Accountants owes a debt of gratitude to Mike Holland.

After 35 years of service to the FICPA and its members, Mike will begin his retirement on Aug. 31.

Having started with us in 1986, Mike has officially served as our Administrative Services Manager, Director of Chapters and Committees, and Senior Director of Member Services.

Unofficially, Mike has done everything the FICPA has ever asked of him, always with a smile, good humor and unwavering dedication.

Asked to look back on his tenure, Mike says, “It’s the people I’ll remember most.

“I have worked with some amazing individuals, each of whom has taught me something about this life’s journey. It’s also been a pleasure to serve and work with our members, an honorable and impressive group of professionals. The diversity and challenges of association management have been rewarding.

“But its the relationships and the people I’ll value most.”

Throughout three-and-a-half decades, Mike says he’s “always threatened to write a book,” but it’s more likely you’ll now find him playing his guitar and alternating his vacations between the beach and the mountains.

Mike now looks forward to enjoying his retirement alongside his wife Janet, daughter Brittany, son Dustin and daughter-in-law Alyssa.

The FICPA thanks Mike Holland for his 35 years of service and wishes him a happy, well-deserved retirement.

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NEWS BRIEFS

FIRM NEWS

FICPA Official Notice NOTICE OF REGULAR COUNCIL MEETING

In compliance with Article XI, Section 6 of the FICPA Bylaws, be it known that a regular meeting of the FICPA Council will be held on Saturday, Jan. 8, 2022, at 2 p.m. at the Ritz Carlton, Amelia Island.

FICPA NEWS

Follow Us on Social

@FICPA

Spoor Bunch Franz announced in September that it plans to merge with Dwight Darby & Company.

This merger, which is planned to take effect Jan. 1, 2022, brings together two firms that are known for quality and hands-on customer service. With Dwight Darby’s presence in Tampa, the move will allow St. Petersburg-based Spoor Bunch Franz (SBF) to better serve its Tampa clientele, grow SBF’s client base, and increase flexibility for its staff living in Tampa.

The combined firm will have 77 employees, since all 12 Dwight Darby employees will retain their roles, including partner Dawn Lopez, who has been with the firm for over 28 years and will become a principal at SBF.

@FloridaInstituteofCPAs

@FICPA

Spoor Bunch Franz merges with Dwight Darby

@FICPA

“Our two firms have a very similar focus and culture, and there’s a long history of friendship and professional respect between our partners. It’s a natural fit,” said W.G. Spoor, partner at SBF and Past Chair of the FICPA. “Combining our firms will allow us to more effectively serve the entire Tampa Bay region. We look forward to carrying on the Dwight Darby legacy and welcoming Dwight Darby clients and employees into the SBF family.”

“I am so proud of how our team has come through with determination and resolve,” Lopez said. “Every Dwight Darby employee is so committed to supporting each other, and serving our clients and our community, and we are excited to join SBF and continue that mission.”

SBF will continue to operate its headquarters facility in the Baypoint Commerce Center in North St. Petersburg, while adding Dwight Darby’s office in the Hyde Park area of South Tampa.

NEWS BRIEFS

FIRM NEWS

FICPA firms honored in best-of lists The FICPA is proud of its member firms and would like to congratulate those who have been recently named to various best-of lists.

Inside Public Accounting’s Top 400 list recognized EY, RSM US, Grant Thornton US, CLA, Crowe, CBIZ MHM, Dixon Hughes Goodman, EisnerAmper, Carr Riggs & Ingram, Withum, Cherry Bekaert, Rehmann, Warren Averett, Frazier & Deeter, Schellman & Company, Berkowitz Pollack Brant, Mauldin & Jenkins, Daszkal Bolton, Thomas Howell Ferguson, James Moore & Co., Caler Donten Levine, Saltmarsh Cleaveland & Gund, Kerkering Barberio & Co., Gerson Preston Klein Lips Eisenberg & Gelber, Templeton & Company, Berman Hopkins Wright & Laham, Keefe McCullough, and Spoor Bunch Franz.

FICPA firms were also named to the Florida Trend Media Company’s “100 Best Companies to Work for in Florida,” including CBIZ MHM, Withum, Berkowitz Pollack Brant, Daszkal Bolton, GunnChamberlain, Markham Norton Mosteller Wright & Company, and Ennis Pellum & Associates.

Finally, Accounting Today’s “2021 Best Firms to Work” awarded GunnChamberlain, Markham Norton Mosteller Wright & Company, Swindell Bohn Durden & Phillips, Pivot, Ennis Pellum & Associates, James Moore & Co., Kerkering Barberio & Co., Schellman & Company, Warren Averett, and Mauldin & Jenkins.

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(L-R: Secretary of DBPR Julie Brown, FICPA President & CEO Shelly Weir, and FICPA Chair Kristin Bivona) 10

FLORIDA CPA TODAY | FALL 2021

Photo by Brittany Echemendia, Two Stories Media.

The FICPA and DBPR:

Better Together and Better Than Ever Three leaders, from two organizations, with one goal

By Nick Menta, FICPA Creative Marketing Copywriter

F

lorida Institute of CPAs (FICPA) President & CEO Shelly Weir, FICPA Chair Kristin Bivona and Florida Department of Business and Professional Regulation (DBPR) Secretary Julie Brown are coming together to advance the cause of CPAs in Florida.

There’s been a strong relationship between the FICPA and DBPR for decades – and with all three women ascending to their current posts in 2021, there’s an excitement about what’s possible in the years ahead.

“I couldn’t be more excited to work with Secretary Brown,” Weir said.

“Right away, from our early conversations, I was filled with optimism about how our organizations can come together in the best interests of Florida CPAs. There’s an energy we all bring to the table.”

Whether it’s in compliance, communication, or collegiate outreach, the FICPA and DBPR see the value in combining resources to strengthen the profession today and in the future.

“The FICPA’s willingness to act as a resource and provide expertise, perspective and historical knowledge is extremely valuable to the agency,” said

Brown. “From my first day at DBPR, the FICPA has provided necessary insight on various technical issues related to the industry. They also serve as a valuable partner in communicating with the profession.”

It’s about what those things represent – a sense of trust, expertise and esteem.

Since joining the FICPA this past spring, Weir has sought to promote the value of the profession and the license.

During the past several months, the FICPA and the nine-member Florida Board of Accountancy have worked together to inform licensees of the Department’s recent email renewal process, COVID’s impact on CPA exam scores, and upcoming deadlines and extensions for continuing professional education (CPE) requirements.

The two are teaming up to identify strategies to improve the compliance process for CPAs, ensuring they meet CPE requirements for biennial license renewal.

“Think of all we’ve been through in the last year,” she said. “The Paycheck Protection Program, the Employee Retention Credit, the CARES Act, extended deadlines, updating guidance – everything was changing in such a dramatic and rapid way. In times of crisis, you want a steady hand. Clients need to know they’re with someone they can trust.

“DBPR is a forward-thinking agency, particularly with Secretary Brown at the helm,” Bivona said. “The genuine chemistry and cohesion between FICPA and DBPR give us the chance to work together on initiatives benefiting everyone. We believe we can deliver positive outcomes for individual CPAs and firms large and small.”

Of course, a CPA license is about more than credit hours and ethics courses.

“Alongside DBPR, we have an opportunity to emphasize the value of licensure for accountants, employers and clients. The CPA designation isn’t just three letters at the end of your name.

It’s evidence of what you bring to the table through education, examinations and experience.”

But the biggest opportunity lies in the years and even decades ahead, as Weir, Bivona and Brown focus on the future of the profession. With the support of its donors, the FICPA Scholarship Foundation (see our annual report in this issue) continues to support

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the next generation of Florida CPAs. This year, the foundation distributed more than $185,000 to its Class of 2021, comprising 73 future CPAs from throughout the state.

“As much as we’re focused on the here and now, we have to be just as committed to the future,” Bivona said.

“When we talk about strengthening the pipeline, it isn’t abstract. We’re talking about making real impacts in students’ lives.

“Yes, there’s a messaging component, where we need to pull them in: ‘This is why you should you become a CPA.’ But in many cases that isn’t enough. We need to be there to facilitate. Once we explain why, we need to follow with how. ‘This is why you should be a CPA, and here’s how we’re going to make it happen.’”

In 1998, the advocacy efforts of the FICPA resulted in a minority scholarship program funded by a portion of CPA license fees: DBPR’s Clay Ford Scholarship. The program provides funding to minority accounting students completing their fifth-year courses and preparing to sit for the CPA exam. More than 400 schol-

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arships have been awarded since its inception, helping advance diversity in the profession.

It’s all part of a combined effort to expand and elevate, bolstering the profession by supporting future generations.

“DBPR’s mission to license efficiently and regulate fairly contributes to Florida’s reputation as a great place to do business. This environment helps excite young people about joining the business community, and I believe we can cultivate it with individuals during

their formative years,” Brown said.

“In working with the FICPA, DBPR’s Division of Certified Public Accounting is striving to build on this reputation and improve its processes to encourage the next generation to explore this rewarding career path.

“I look forward to supporting various initiatives, in partnership with the FICPA, to foster outreach and encourage the development of young professionals.”

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STRUCTURED INSTALLMENT SALES: A Business Sales Option for Income Tax Savings and the Reduction of Risk

By William Rothrock, CSSC

A

dvising business owners on the sale or purchase of a business represents one of the most impactful services an accountant can provide to clients. A successful business represents a lifetime’s work for the seller and a lifetime commitment for the buyer. Structured installment sales assist the buyer and the seller by reducing barriers to consummation in the transfer of a business.

Structured installment sales are subject to the statutory requirements of the installment method detailed in I.R.C. Sec. 453.1 HOW STRUCTURED INSTALLMENT SALES WORK

Under I.R.C. Sec. 453, the installment method affords sellers of both closely held businesses and appreciated real estate the ability to defer taxable income, possibly permitting a lower capital gains rate as well as a reduction or avoidance of the tax on net investment income. This article discusses the structured installment sale’s impact on the sale and purchase of a business. A business owner shouldn’t expose a lifetime of work by placing too great an emphasis on tax savings when both risk aversion and replacement of income need to also be considered. Utilizing a structured installment settlement eliminates the doubt of collection without violating the constructive receipts doctrine. All future periodic payments can be designed by the seller and guaranteed by an A-rated insurance company.

1 While a structured settlement in the context of a recovery for physical injuries is available, the exclusion provided under I.R.C. §104 means that tax deferral is not a motivating factor. Note that Rev. Rule 79-220 makes income earned under the structured settlement excludable under the same Code section.

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Two additional requirements are a part of the sale process for a successfully consummated structured installment sale.

First, the sales proceeds must be paid directly to the insurance company and not to the seller. Second, the sales and purchase agreement must contain annuity language specifying the transfer of the installment obligation to the insurance company; the transfer is referred to as a non-qualified assignment. Both actions parallel those used by insurance carriers for the past forty years when implementing a structured installment settlement for personal injury clients and their attorneys.

BENEFITS FOR THE SELLER

A structured installment sale transaction increases the value of the company, removes the obstacles peculiar to a stock purchase, and creates guaranteed retirement income while preserving and expanding tax benefits. The accelerated recapture of invested capital by the buyer due to accelerated depreciation methods available under the asset sale method increase the net present value of the company. Structured installment sales mitigate the impact of the tax on capital gains and net investment income while producing ordinary income during the period of tax deferral. The creation of retirement income for the business owner is an added benefit of deferral. This benefit is often overlooked until after the sale; however, it creates a cash-flow stream to replace that which was formerly generated by the business. Structured settlements were created for the very purpose of protecting clients from the loss of irreplaceable assets required to sustain their long-term needs by substituting a more dependable debtor, the insurance company, for the buyer.

While the sellers are concerned about obtaining ample proceeds to justify a lifetime’s effort, buyers are concerned with the possible risk of paying more than the enterprise’s value would justify. Due diligence and careful analysis of the business must justify the risk assumed. A structured installment sale transaction reduces risks for the buyer in two ways. First, a stock sale is often the preferred option of sellers, but it requires a more intensive due diligence by buyers and their advisors because of hidden liabilities. A structured installment sale converts the transaction to an asset sale, which reduces due diligence cost, as only the purchased assets are analyzed. This benefit of reduced due diligence cost lends itself to the second benefit — the risk reduction of a structured installment sale.

A structured installment sale smooths the negotiation process by creating flexibility in counterparty demands. It also opens avenues and sale options typically unavailable or limited due to the assumption of risk by either party. Thus, as a sales tool, structured installment sales benefit both the seller and the buyer in the purchase and sales transaction while improving the negotiated result.

William Rothrock, Certified Structured Settlement Consultant, is an author and consultant on solving diverse financial problems, for clients and businesses.

Additionally, a step-up in the basis of purchased assets and the creation of deductible goodwill eliminate having a balance sheet of fully depreciated assets. Accelerated depreciation, additional first-year depreciation, and an election to expense depreciable business assets reduce the economic effect of the purchase obligation, increasing the net present value of the company. As a consequence, the business seller can increase the selling price of their company.

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COMMITTEE COLUMN

PEER REVIEW

Performing a System Peer Review in 2021

By Ronald Weinbaum, CPA

I recently attended the AICPA Peer Review Conference in Coronado, California, and it was nice to see some colleagues from around the country in a live setting. There are a number of hot-button areas in the current peer review landscape, and I’ll briefly discuss a few of the more relevant items:

ation (MFC) up to a deficiency in the peer review report.

Performing Remote Peer Reviews in the COVID-19 Environment

The AICPA has provided a great risk assessment resource for those firms looking to further understand and/or improve their knowledge in this area: www.aicpa.org/riskassessment.

Typically, in a non-COVID environment, system peer reviews are performed on site at the firm’s office. Firms that perform audits are required to have a system peer review. While many CPA firms are back in their offices or are operating under some sort of hybrid model, the AICPA Peer Review Board realized that not everyone is comfortable working in person; likewise, there are peer reviewers who are unwilling to travel during these unprecedented times.

As a result, system peer reviews scheduled to commence prior to May 31, 2022, can continue to be conducted remotely without advanced approval from the administering entity.

Risk Assessment

For those of you who perform audits, you should be very familiar with performing risk assessments. Audits are looked at from a risk standpoint, and therefore auditors are required to assess risk by each audit area and each assertion within that respective audit area.

Temporary guidance was issued a few years ago, requiring peer reviewers to treat improper risk assessments as non-conforming engagements. In addition, depending on what other types of issues are prevalent in the peer review, there are varying treatments of an improperly performed risk assessment; these range from a matter for further consider16

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This temporary guidance was effective for peer reviews commencing on or before Sept. 30, 2021. Improperly documented risk assessments are now subject to the regular peer review guidance.

Consideration of Single Audit Services

With the passage of the CARES Act and other recent legislation, many organizations received federal funds in excess of $750,000 in a year, requiring them to have a Single Audit.

(Note: PPP is excluded.)

Some CPA firms may have never performed a Single Audit, and organizations will be looking to their trusted advisors for guidance on what to do to comply with the rules. A small municipality, for example, may only receive a few hundred thousand dollars in federal funding in any given year. However, when you add the regular federal funding to the CARES Act funding, they may be pushed into a Single Audit, which requires a much more complex audit than a financial audit performed under Governmental Auditing Standards.

This applies to for-profit entities as well, so check with your clients to see if they qualify for a Single Audit this and/or last year, and plan accordingly.

Ronald Weinbaum, CPA, is a partner with Infante & Company. He is the current chair of the FICPA’s Peer Review Committee and has been performing peer reviews since 2006.

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Slaying the Sleeping Stalemate – A Primer on Avoiding Management Deadlocks Involving Limited Liability Companies

By Gerrard L. Grant, Esq., J.D., LL.M., B.C.S., CPA

T

he limited liability company is the most common form of business entity type in the United States. As individuals pursue business ventures and other opportunities, some may decide to use online sources for drafting an operating agreement. When drafting an operating agreement, the owners of a multi-member LLC, known as “members,” are typically focused on profit sharing and optimizing tax efficiencies. Though such items are important, a member seldom asks the following questions: “What will happen if the majority of the members are unable to reach decisions on critical matters? What shall I do if the majority of the members are at an impasse on issues regarding the future of the company? And what can I do to avoid this situation from happening now and in the future?” Assuming that an operating agreement does not contain provisions to address the aforementioned matters, and in the unlikely event that a management deadlock ensues, a disgruntled member will likely pursue litigation. A deadlock typically occurs when the members or the managers of a company fail to reach an agreement on a matter or are unable to

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obtain the required votes or consents to take formal action on behalf of a company.

Generally, most, if not all, states have statutes that govern activities of limited liability companies. In some cases, judicial dissolution of a company remains a steadfast remedy to resolve a deadlock. Under Section 605.0702(b)(5) of the Florida Revised Limited Liability Company Act, grounds for judicial dissolution occur when the managers or the members of a company are deadlocked in the management of the company’s activities and affairs, are unable to break the deadlock, and irreparable injury to the company is threatened or being suffered. Though other judicial remedies are available to resolve such matters, it can involve costly litigation that eliminates any gains previously obtained by the company.

To avoid a deadlock event, the following commonly used provisions should be considered when drafting an operating agreement:

TIEBREAKER PROVISIONS

Under this provision, a company appoints a tiebreaker who may be a nonmember insider having knowledge of the company’s operations or an external trusted advisor (i.e., a CPA, a management consultant, or other professional) to provide the casting vote to end a deadlock. There are pros and cons to using both approaches. For instance, an internal tiebreaker may have institutional knowledge of the business and challenges facing the company; however, such a person may be motivated by self-interest and other factors – organizational politics, bonuses, promotion opportunities – which can taint his or her decision-making ability. Alternatively, an external tiebreaker may provide a different perspective to resolve complex matters; however, such a person may not be aware of other ancillary matters related to a deadlock event that could result in oversight of other critical issues.

A company should consider appointing a person that will unequivocally act in the best interest of the company, possess knowledge of the business and industry that the company operates in, and be cognizant of how their vote and/ or actions will affect the company’s position in its respective business and industry.

BUY-SELL PROVISIONS

This provision is a mechanism for how and when the remaining members can purchase a departing member’s interest due to a triggering event.1 It typically involves using either an appraisal approach or the “shotgun approach,” also known as a “Texas shootout” or “Russian roulette.” Under the appraisal approach, a member can offer to purchase the interest of a deadlocked member at a price and terms determined by an independent appraiser. On the other hand, the shotgun method is vastly different and has been a catalyst for litigation disputes. Under the shotgun approach, an offeror-member will offer to purchase the interest of an offeree-member at a set price and terms. The offeree-member can either reject or accept the offer; however, if the offeree-member rejects the offer, then the offeree-member must purchase the interest – assuming the same percentage interest in the offer – of the offeror-member under the same price and terms.

1 A “triggering event” may include (but is not limited to) a failure of a member to perform an obligation or undertaking as required under an operating agreement; a failure of a member to make certain capital contributions; an act of gross negligence, willful misconduct or conviction of a felony; or a failure of a member to meet certain thresholds or secure certain contracts.

ST. DENIS & DAVEY, P ATTORNEYS AT LAW

The appraisal approach is the more conservative of the two and is typically based on data and performance results. The shotgun approach can produce stark results if disputing members hold vastly different views regarding the valuation FLORIDA of a company.

ROTATING AND CASTING MEMBER VOTING

As the name implies, this provision sees each member rotate to serve as the tiebreaking or the casting vote. Though it provides a uniform, round-robin approach for each member to resolve a deadlock, it has several drawbacks. First, it could place a critical decision in the hands of a member that may not be well-informed to make such a decision. Second, Reclaiming Justice it could cause harm to a company by creating animosity onwhen legal malpractice and member may cast a amongFocusing members a current voting St. Denis vote toaccounting spite othermalpractice members statewide, whose position on a previous & Davey, P.A., Attorneys are led by Super matterLawyers was contrary to the position of the current voting honoree Donald W. St. Denis and member.

Rising Stars honoree Brian W. Davey.

ForCALL St. Denis and Davey, finding justice for PUT OR OPTION PROVISIONS

clients whotwo haveprovisions been let down in the the pastholder of Generally, these provide is the ultimate gratification. either option means to the same end upon the happening “Clients come to Traditionally, us jaded about the legal of a triggering event. a call option gives an St. Denis “When see optionprocess.” holder the right says. but not thethey obligation to purchase an how hard we work and how hard our experts work, they’re very thankful to see that the legal system can ultimately work for them.”

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underlying asset at a predetermined price within a specified time frame; a put option, conversely, gives an option holder the right but not the obligation to sell an underlying asset at a predetermined price within a specified time frame. This provision is effective in resolving deadlocks, but it must be carefully thought through and drafted to determine when a member can exercise a put or a call option by determining what constitutes a triggering event. In addition to considering the remedies for curing a triggering event, the determination of the price and terms of the sale and purchase of the interest of a member exercising an option should be considered in conjunction with drafting the put or call provisions.

In the event an operating agreement does not include any of the above-mentioned provisions to address a deadlock event, the members of a company can explore other options in lieu of litigation, including both mediation and arbitration. Through mediation, the parties engage in efforts to resolve a matter by using a neutral third party to reach an agreement concerning a disputed matter. Unlike in mediation, arbitration involves a more formal procedure and could potentially involve testimony of an interested party.

Though mediation and arbitration are conducted outside of a court, the latter approach involves neutral third parties that serve as trial judges. Both methods can be highly effective in achieving resolution of a disputed matter, although

arbitration can be more costly as attorneys are involved.

If the members of a company are unable to obtain resolution on a deadlock event, litigation remains as a last option.

As judicial dissolution serves as a remedy for the members and the managers of a company that are at an impasse, a judge can impose other remedies to resolve a deadlock, such as causing the partition or sale of a company and its assets; ordering an injunction to prohibit or require performance of certain conduct to prevent irreparable injury to a company and its members; having the assets of a company placed in custodian/receivership to prevent waste of company assets; and causing the expulsion of a member when a member’s actions or behaviors are detrimental to the company, and it is necessary to prevent further harm and damage to the company and the other members.

A well-drafted operating agreement should address the handling of a deadlock event among the members and the managers of a company. Depending on the nature of a deadlock event, the costs of failing to include appropriate provisions in an operating agreement can be unduly burdensome. Further, steps to resolve a deadlock can become more challenging, as each member and manager holds a vision for the future of a company that may change over time.

Gerrard Grant is a tax and business attorney and founder of the law firm of Waugh Grant, PLLC located in Orlando, Florida. He is Florida Bar Board Certified as a Specialist in Tax Law and a Certified Public Accountant.

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LIBOR Is Ending: Why Should I care?

After years of discussion, the replacement of the London Interbank Offered Rate (LIBOR) is imminent. LIBOR was launched by the British Bankers’ Association in 1986 and is often used to set interest rates charged on adjustable-rate loans, leases, and debt pricing issued by corporate borrowers, among other uses.

By David Alvarez, CPA, CVA, CGMA

Why should CPAs, their clients, and finance and accounting professionals care?

Let’s first address why LIBOR is being replaced. LIBOR is set daily by collecting estimates from up to 18 global banks on the interest rates they would have to pay if they had to borrow money from another bank, given their internal outlook on local economic conditions. The estimates are then averaged to determine a range of LIBOR rates. This process is different from the calculation of the U.S. prime rate – regularly used to determine credit card rates and other types of loans – which is based on actual rates banks pay and receive for overnight borrowings. The key here is that LIBOR is based on estimates while the U.S. prime rate, like many other interest rate benchmarks, is based on actual transactions. Also, LIBOR is not a single rate; it is published for five currencies (U.S dollar, euro, yen, British pound sterling, and Swiss franc) and for seven borrowing periods (overnight, one week, one month, two months, three months, six months and one year).

During the financial crisis of 2008, credit default swaps and variable rate mortgages were failing, and interest rates were being slashed to attempt to manage the crisis. However, the 22

FLORIDA CPA TODAY | FALL 2021

estimates from global banks on the economic outlook created interest rates higher than the actual rates being used. The resulting impact potentially contributed to the crisis and prompted extensive investigations. Interest rate manipulation was uncovered at multiple banks participating in LIBOR rate setting.

In 2012, the investigations uncovered schemes to manipulate LIBOR for profit. Subsequently, in 2014, the Federal Reserve Bank of New York formed the Alternative Reference Rates Committee (ARRC) to find a suitable replacement for LIBOR. In 2017, the ARRC selected the Secured Overnight Financing Rate (SOFR) as the preferred benchmark index to replace LIBOR. SOFR is a fully transaction-based rate, reflecting the general funding conditions of the overnight Treasury repurchase market.

So where do CPAs factor into this dynamic?

Many contracts, including lease agreements and debt agreements, reference LIBOR as a benchmark rate. Longer-term contracts extending beyond the cessation of LIBOR – either Dec. 31, 2021, or June 30, 2023, depending on currency and time period – may not have appropriate fallback provisions, including clear steps to follow,

should LIBOR or any other referenced rate no longer exist. In these situations, a renegotiation of the contract may be required. The first step is to identify contracts referencing LIBOR as a benchmark rate and analyze the wording to determine if the contract includes appropriate fallback provisions. (For hedge contracts, the cessation of LIBOR will likely be more complicated. However, hedge contracts are outside the scope of this article.)

When contracts change, or when there are expected changes to future cash flows from a contract, there may be financial reporting impacts. Along with financial reporting impacts come the time and effort to implement, account for and report the changes.

To address the impending cessation of LIBOR, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform, in March 2020. This ASU provides optional guidance to account for the effects of reference rate reform on contract modifications, hedge accounting, or other transactions referencing LIBOR. In addition to changes resulting from the cessation of LIBOR, the ASU applies to any other reference rates expected to be discontinued due to reference rate reform.

ASU 2020-04 allows a number of practical expedients to account for contract modifications resulting from reference rate reform. The main practical expedients for leases and debt are: 1. Modifications of debt contracts should be accounted for prospectively; changes to debt agreements are not required to be accounted for as debt extinguishments.

2. Modifications of lease contracts should be accounted for as a continuation of existing contracts, with no reassessments of the lease classification and discount rate or remeasurement of lease payments In addition, ASU 2020-04 allows an entity to make a one-time election to sell, transfer, or both sell and transfer held-to-maturity debt securities to available-for-sale or trading if a debt

security (1) references an affected rate and (2) was classified as held-to-maturity before Jan. 1, 2020.

While the expedients provide relief for lease and debt agreements, all contracts need to be reviewed to determine if they may be impacted by reference rate reform. Changes resulting from renegotiated contracts may be accounted for by applying guidance in ASU 2020-04.

In January 2021, FASB issued ASU 2021-01, Reference Rate Reform, which provides further clarification of the impact of contract modifications due to reference rate reform on derivative contracts. This ASU primarily provides clarification in the following areas: (1) overall reference rate reform (2) contract modifications (3) hedging – general (4) fair value hedges and (5) cash flow hedges.

In summary, the most important thing for CPAs is to identify which existing contracts reference LIBOR, or any other reference rate expected to be discontinued, as a benchmark rate.

Such contracts should be read to determine if there are provisions relating to the cessation of LIBOR or any other referenced rate. When no such provisions exist in the contract, it will be necessary to begin discussions with the contract counterparties to determine what changes are needed to reflect the cessation of LIBOR or any other referenced rate.

David Alvarez, is an audit partner with the Tampa office of Carr, Riggs & Ingram. He leads the governmental audit and business valuation practices of the Tampa Bay offices of his firm.

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STRATEGIC PARTNER CONTENT

The stories your clients’ financials tell about their business

By Bhairavi Parikh, CPA

A

recent study by OnPay.com discovered that only 32% of small business owners expect their accountant to help with financial projections. In my experience, small to mid-size businesses are attracted to solutions more than products – anything that drives revenue growth and motivates them to buy. They are more attracted to services that promise scalability.

I tell my prospective clients that a business checkup is as important as their annual physical; analyzing a business’ health is very similar to analyzing personal health. In both cases, the numbers don’t lie. Just like lab reports, accurate financial statements contain significant information about a company’s financial health. They help make calculated and informed decisions to achieve a company’s financial goals.

I offer an interactive, periodical review of a client’s financial statements through all phases of an engagement. After all, a business’ accounting records have different purposes at different stages. Let’s review the need for financial data during each phase of our client engagement.

Analyzing financials in the discovery phase

Having access to a client’s current financial statements helps us understand the project requirement and potentially expand our service offerings. For example: • A lack of financial statements tells us that client may not be using any accounting software and will need our guidance.

• A balance sheet that shows no movement in the liability section may need a review of payroll and other current liability sections. It may also require accounting accuracy for all the financing activities.

• No movement in the inventory balance indicates that the client may need help with inventory and accounts payable (AP) management.

• An income statement that has just one income category, “sales,” may need help with income categorization, invoicing, sales tax, and overall accounts receivable (AR) management.

• Contractor and subcontractor expenses categorized as operating expenses indicate the need for a chart-of-accounts restructure for proper gross margin evaluation.

During a recent onboarding of a new client, I asked for the current year’s financial statements as a standard document request. In return, I received an Excel file that had a list of bank and cash transactions. The client did not have the software to provide financial statements, indicating that he was hesitant to use technology or did not have access to it.

In addition, the merchant deposit bank transactions signaled the need for monthly reconciliations, while recurring debit transactions to financial institutions suggested the need for asset management and reconciling financing activities.

In one of our conversations, the client mentioned long-term contracts. This also meant he should be using a billing application and would need AR management.

Based on my discovery, the client engaged me to: 1. Enable a QuickBooks® Online subscription.

2. Set up an industry-specific chart of accounts.

3. Rebuild the books of accounts for the last two years to help file taxes.

4. Provide a POS implementation that integrates with QuickBooks Online.

5. Deliver monthly bookkeeping services.

6. Provide monthly controller services, including cash, inventory, AR, and AP management.

Analyzing financials in the recurring service phase

After a successful onboarding, you have the client’s attention. In return, they expect the same attention from you.

During this phase, your goal is to establish a positive financial habits via frequent reviews. For all my clients, I insist on monthly, joint reviews of financial statements. The monthend review feature in QuickBooks Online makes the process smooth and ensures a shorter close period. In addition, with the help of the Performance Center, it is easy to review FALL 2021 | FLORIDA CPA TODAY

25

STRATEGIC PARTNER CONTENT

financial growth with clients.

Here are some of the key items to include in your monthly financial statement review: • Confirm cash-on-hand balance to ensure there are proper internal controls, and that overages or shortages are accounted for.

• Confirm inventory balances to determine if there is any need for control over inventory management.

• Review aged AR balances to suggest a tighter collection cycle.

• Review expenses larger than the threshold to confirm the need for capitalization.

• Review any financing activities during the month to understand and properly account for a business transaction.

• Review outstanding sales tax and payroll liability to ensure adherence to compliance.

• Confirm transactions of a personal nature to ensure proper accounting treatment to the equity section.

• Review gaps in recurring expenses, such as utilities, rent, or insurance, in case there is a lapse in the contract period or a vendor change.

• Review sudden fluctuations in the gross margin that may indicate possible categorization mistakes or flaws in inventory management.

Analyzing financials in the growth phase

As you start understanding your client’s business model and goals more thoroughly, you also gain their trust. Trust allows you to expand your accounting role into an advisory

YOUR PARTNER

IN ACCOUNTANTS’ DEFENSE

role. Now, you will be reviewing financial statements that help your client plan for growth. Your scope will expand from accounting activities to cash management, spending analysis, budgeting, forecasting, data analytics, and other controller/CFO services.

Here are some of the review points that will help you scale along with your client: • Review revenue and earnings trends. Based on the client’s long- and short-term strategy, you can offer to help with financial planning, budgeting, and forecasting.

• You can help determine the need for capital restructuring and borrowing activities by analyzing the company’s current value and evaluating its growth plan.

• Your client may be adding multiple locations or even operating in different countries. Such a scenario may require class management, consolidated, and multi-currency financial statements.

• There are many applications and tools to provide necessary KPIs and create reporting packages. However, it is crucial to interpret those management reports. You can offer this as part of your expanded service offerings.

With each phase of engagement, a review of the financial statements provides an opportunity to expand your role from tax accountant to controller or outsourced CFO. As soon as your clients adopt the change and identify the importance of their financials, it will be an easy task for you to become their long-term trusted advisor.

Bhairavi Parikh, CPA, is a fractional CFO and consulting controller for Analytix Solutions. With more than 15 years of experience in public and private accounting, Bhairavi is well versed in managerial accounting and CFO services for small to mid-size organizations.

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FLORIDA CPA TODAY | FALL 2021

NOVEMBER

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The ACA Health Insurance Open Enrollment Period for 2022 plans is November 1, 2021 to December 15, 2021.

Need new coverage? Questions about renewal? Want to find out if you qualify for reduced premiums through the American Rescue Plan? The FICPA Insurance Marketplace is here to help.

memberbenefits.com/ficpa 800-282-8626 A Member Benefit of:

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The FICPA is not a licensed insurance entity and does not sell insurance.

FALL 2021 | FLORIDA CPA TODAY

27

DOR UPDATE

Florida’s reemployment tax rate computation revised

By Michael Metz, Florida Department of Revenue

A new Florida law affecting reemployment tax rates is offering significant relief for the state’s employers.

Reemployment tax paid by Florida employers is collected quarterly by the Florida Department of Revenue and deposited into the state’s Unemployment Compensation Trust Fund for the sole purpose of paying reemployment assistance benefits to eligible claimants.

The formula for rate computation normally includes three years of benefit charges and an adjustment factor tied to the trust fund balance.

When originally calculated in November 2020, the reemployment tax rate for calendar year 2021 included a large volume of charges from the second quarter of 2020, when many pandemic-related claims were filed.

Consequently, the increase in benefits paid and the depletion of the trust fund resulted in the minimum reemployment tax rate swelling from $7 per employee to $20.30 per employee for 2021.

However, on April 19, 2021, Gov. Ron DeSantis signed major tax legislation, Senate Bill 50, into law. The new law, listed in statutes as Chapter 2021-2, Laws of Florida (L.O.F.), included a requirement that the Department recalculate reemployment tax rates for 2021, effective immediately. The law excludes all benefit charges from the second quarter of 2020 and prevents the application of the positive adjustment factor (trust fund trigger). Due to the rate calculation changes, the minimum rate returned to $7 per employee, consistent with the rate for the past five years.

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FLORIDA CPA TODAY | FALL 2021

2021 Reemployment Tax Rate Changes

As a result of the new law, the Department recalculated reemployment tax rates for all 624,000 Florida employers in late April. Information regarding the newly calculated rates is available on the Department’s website at floridarevenue. com/taxes/rt. These rates are effective for all wages paid in 2021. Employers can view their tax rate by logging in to the Department’s Reemployment Tax file-and-pay website at brtx-fl-uc.bswa. net. New Reemployment Tax Rate Notices (RT-20 forms) were also mailed to employers in mid-May, along with an insert explaining why the rates were recalculated.

2022 Reemployment Tax Rate Changes

Chapter 2021-2, L.O.F., also made changes to reemployment tax rates for calendar year 2022. Tax rates effective Jan. 1, 2022, will exclude charges from the second, third and fourth quarters of 2020, as well as all benefit charges paid for the first and second quarters of 2021 as a direct result of a government order to close or reduce capacity of a business due to COVID-19, as determined by the Florida Department of Economic Opportunity. The tax rate calculation will also exclude the application of the positive adjustment factor (trust fund trigger).

The impact of the benefit charges from the first and second quarters of 2021 may be reduced if the state Office of Economic and Demographic Research (EDR) estimates total tax collection for rate year 2022 will exceed $475.5 million. EDR has until Jan. 1, 2022, to advise the Department accordingly. This will

affect when rates are mailed to employers. Normally, the Department issues the tax rate notice (Form RT-20) in December for the upcoming year. Since EDR has until Jan. 1, 2022, to provide the Department with benefit charge information, the new law gives the Department until March 1, 2022, to issue rates for the 2022 calendar year.

Therefore, although it is not certain at this time when the 2022 rates will be issued, the Department does not expect to issue the new rates in December of this year.

Additional information about legislative changes to Florida’s reemployment tax, including scheduled distributions to the Unemployment Compensation Trust Fund, can be viewed in Taxpayer Information Publication No. 2173B-01, viewable at floridarevenue.com/taxes/ tips under the “Reemployment Tax” menu.

If you have specific questions about Florida’s reemployment tax, please refer to the “Have a Question?” webpage at floridarevenue.com/faq/Pages/contactus.aspx, or call the Department’s Taxpayer Services at (850) 488-6800.

WHAT’S BETTER THAN CALLING ANY TIME YOU NEED ADVICE ABOUT PRACTICE SUPPORT AND RISK MANAGEMENT?

REACHING KNOWLEDGEABLE EXPERTS. CAMICO® policyholders know that when they call us, they’ll speak directly with in-house CPAs, JDs and other experts.

We have dedicated hotlines for loss prevention, tax, and accounting and auditing issues. You can call as often as you need and consult with experienced specialists — all at no additional cost. No one knows more about the profession, because we provide Professional Liability Insurance and risk management for CPAs only — it’s all we’ve done for 35 years and why more than 8,000 CPA firms insure with CAMICO. To learn about CAMICO or to receive a coverage quote, please contact Richard Bacher.

See what other CPAs say about CAMICO. Visit www.camico.com/testimonials

Accountants Professional Liability Insurance may be underwritten by CAMICO Mutual Insurance Company or through CAMICO Insurance Services by one or more insurance company subsidiaries of W. R. Berkley Corporation. Not all products and services are available in every jurisdiction, and the precise coverage afforded by any insurer is subject to the actual terms and conditions of the policies as issued. ©CAMICO Services, Inc., dba CAMICO Insurance Services. All Rights Reserved.

Richard Bacher CAMICO Senior Account Executive T: 800.652.1772 Ext. 6710 E: rbacher@camico.com W: www.camico.com FALL 2021 | FLORIDA CPA TODAY

29

CPAS IN THE SPOTLIGHT

FT. LAUDERDALE KATHRYN K. HORTON CPA PA

Kathryn K. Horton, CPA, CMA, CIDA, CFE, was one of only 30 CPAs honored nationally by the American Institute of CPAs (AICPA) as a member of the Leadership Academy’s 13th graduating class. Kathryn was selected based on her exceptional leadership skills and professional experience for the four-day Leadership Academy program, which will be held Oct. 25-28.

Kathryn was recognized as a 2020 and 2019 National 40 Under 40 Honoree by CPA Practice Advisor, and is a current Board Member Kathryn K. for the Florida InstiHorton tute of CPAs (FICPA).

Kathryn was recipient of the 2020 FICPA Emerging Leader Woman to Watch Award and is a graduate of the 2020 Florida TaxWatch Citizenship Institute.

LAKELAND HAMIC PREVITE & STURWOLD

Hamic Previte & Sturwold, P.A., is proud to announce the recent additions of Holly Kelley and Danney Samson.

Holly brings more than 30 years in diverse tax, financial, and business consulting experience to her role as director of tax strategies. She has Holly worked in both the priKelley vate and public business sectors and has worked with closely held companies and high-net-worth individuals, helping them minimize

their tax obligation. She uses her tax, accounting, and financial planning experience to provide exceptional client support and service. Holly was voted Best Accountant in The Ledger Best of the Best in 2017 and 2018.

Danney has over five years of experience with corporate accounting and analysis. Her expertise in the retail industry gives Danney her a great perspecSamson tive in preparing both corporate and personal tax returns for business owners.

PENSALCOLA WARREN AVERETT

Warren Averett CPAs and Advisors is proud to announce that Ann Carver, CPA, CFE, of the Pensacola office has been designated as a Certified Fraud Examiner (CFE) by the Association of Certified Fraud Examiners.

Carver, a member in the firm’s audit division, has more than 25 years of public accounting experience. Her primary responsibilities include external audit fieldwork of credit unions and banks, pension plans, internal audit work, financial institution compliance reviews and more. Ann has an extensive background serving the credit union industry and participates in the AICPA Credit Union Task Force.

WEST PALM BEACH HBK CPAS & CONSULTANTS

HBK CPAs has promoted Alissa Dhawan and Anthony J. Giacalone to principals in its West Palm Beach office.

“Alissa returned to Florida to run the Southeast Florida assurance practice and immediately played an integral role in our region’s continued rapid expansion in the marketplace,” noted West Palm Beach principal–in-charge Michael Kohner. “She is a talented professional and dedicated to advancing our firm’s reach and reputation.

“Anthony was part of the team that helped launch the West Palm office for HBK three years ago,” Kohner continued. “He was able to utilize his knowledge of firm resources and HBK team member areas of expertise to quickly integrate the firm into the community and work to provide value to clients and stakeholders.”

TALLAHASSEE / TAMPA THOMAS HOWELL FERGUSON

Thomas Howell Ferguson congratulates Lorelle Chapman and Phillip Bealor for passing their Certified Public Accountant (CPA) exam.

Lorelle received her bachelor’s degree in accounting from Florida State University. She operates out of the THF Tallahassee office and works as a senior accountant in the assurance services department. Lorelle joined the firm in January 2017.

Phillip received his bachelor’s and master’s degrees in accounting from Florida State University.

He operates out of the THF Tampa office and works as a staff accountant in the assurance Phillip Bealor services department.

Phillip joined the firm in September 2020.

Congratulations to the Fall 2021 CPAs in the Spotlight!

Email your submission to communications@ficpa.org.

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FLORIDA CPA TODAY | FALL 2021

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Includes Florida Ethics. Best Value.

To learn more, visit: FICPA.ORG/LEARNING-LIBRARY FALL 2021 | FLORIDA CPA TODAY

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MARKETPLACE

Classified Ads For information on rates and classified ad policies, visit ficpa.org/marketplace.

PRACTICES WANTED FOR PURCHASE OR MERGER

PRACTICES FOR SALE

READY TO MERGE OR SELL YOUR FIRM? Are you a retirement-minded CPA but don’t have a clear plan of what to do? Give us a call. KSDT CPA is one of South Florida’s fastest-growing firms. Contact Jeff Taraboulos at info@ksdt-cpa.com or (305) 670-3370 to learn about favorable purchase terms.

RETIREMENT-MINDED CPA with an over $500k primarily tax practice in Miami seeking association with sole practitioner or small firm for ultimate sale of practice. For information, email msc@ficpa.org and reference Ad#60721.

BUYERS LOOKING FOR FIRMS TO PURCHASE IN JACKSONVILLE, ORLANDO, TAMPA, AND MIAMI. Successful transitions require experienced, confidential, professional services you can trust. We specialize exclusively in the brokerage of accounting firms.

List your firm with a professional. Call David Akins, CPA, at 877-277-0272 or visit our website at www.akinsprofessionalbrokerage.com.

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FLORIDA CPA TODAY | FALL 2021

OFFICE SPACE

SHARE UP TO 1600 SQ. FT OF RECENTLY RENOVATED PROFESSIONAL OFFICE SPACE IN ST. PETERSBURG. Desirable 6420 Central Ave. location with adequate front parking lot. Office is near beaches and South Pasadena. Seeking $25-$50 per foot, depending on furnishings and support desrired. Available now.

Looking to acquire CPA practice as well.

Contact rmelby@melbycpa.com.

FICPA Conferences Are Where Members Make Memories SAVE THE DATE FOR THESE UPCOMING EVENTS FICPA

NEW LOCATION!

CONSTRUCTION

INDUSTRY CONFERENCE

October 22, 2021

October 28-29, 2021

November 8-10, 2021

Online

Online

Ft. Lauderdale + Online

FICPA .ORG/CIC

FICPA .ORG/FALL

FICPA .ORG/SFS

November 11-13, 2021

November 18-19, 2021

December 3, 2021

Gainesville + Online

Orlando + Online

Online

FICPA .ORG/UFAC

FICPA .ORG/CIRA

FICPA .ORG/FCC

December 9, 2021

December 10, 2021

January 12-14, 2022

Online

Online

Miami + Online

FICPA .ORG/FTC

FICPA .ORG/FPC

TO SEE ALL FICPA CONFERENCES & TO REGISTER VISIT, FICPA.ORG/CONFERENCES

PRESORTED STANDARD U.S. POSTAGE

Florida Institute of Certified Public Accountants 3800 Esplanade Way, Suite 210 Tallahassee, FL 32311

PAID

Tallahassee, FL Permit No. 144