blue logo for PKF Advisory

This week marks the launch of PKF Advisory, a joint venture company offering valuation and transaction advisory services to serve private equity firms and other businesses in need of Mergers & Acquisitions services. The company comprises six PKF International affiliate firms under one name:

  • PKF Texas
  • PKF O’Connor Davies
  • JLK Rosenberger
  • PKF Mueller
  • Berkowitz

Russ: This is the PKF Texas Entrepreneur’s Playbook. I’m Russ Capper, this week’s guest host, and I’m here once again with Kristin Ryan, Audit Senior Manager and one of the faces of PKF Texas’ employee benefit plan team. Kristin, welcome back to the Playbook.

Kristin: Thank you. Glad to be here.

Russ: Okay, so, I understand we’re going to talk today about the SECURE Act?

Kristin: That’s right. So, the SECURE Act has been a big buzz lately. It was signed on December 20th by the President, and the over-arching goal is to encourage participation in plans and retirement savings.

Russ: Well, I always think the way to encourage participation is have company matching funds. Is that right?


Continue Reading Best of… The SECURE Act – What You Need to Know

The Small Business Administration (SBA) and Department of Treasury released the Paycheck Protection Program (PPP) Loan Forgiveness Application with detailed instructions on Friday, May 15, 2020.

hands typing on a laptop; image used for a COVID-19 update about the Paycheck Protection Program Loan Forgiveness Application

The SBA form has instructions that include:

  • The option for borrowers to calculate payroll costs using an “alternative payroll covered period” that aligns with borrowers’ regular payroll cycles
  • Flexibility

Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m back again with Matt Goldston, an Entrepreneurial Advisory Services Director and one of the faces of PKF Texas’ Transaction Advisory Services Team. Matt, welcome back to The Playbook.

Matt: Thank you, Jen. I appreciate it.

Jen: So, we’ve talked a little bit about getting ready for a sale and all of the things that come along with that, but what about some pitfalls? What do companies need to look out for?

Matt: Sure. An immediate pitfall involves the unrealistic values that the founder has. Having a realistic value is very important, because there is a lot of work that goes into a transaction, and if they feel like it’s falling short throughout the process, it’s difficult to transact those deals.

Jen: Perfect. What else?


Continue Reading Best of… The Pitfalls of Preparing to Sell Your Business

Russ: This is the PKF Texas Entrepreneur’s Playbook. I’m Russ Capper, this week’s guest host, and I’m here with Matt Goldston, an Entrepreneurial Advisory Services Director and one of the faces of PKF Texas’s Transaction Advisory Services team. Matt, welcome to The Playbook.

Matt: Thank you, Russ.

Russ: You bet. Tell us how a seller should prepare to sell their company.

Matt: Certainly. In a couple of different ways. One would be mentally prepare. The sales process is very difficult, and mitigating and dealing with concerns and issues that might turn out in the process – it’s good to look at those things early on.

Russ: I’ve been involved in this space a little bit, and that’s great advice right there. I’ve probably been in instances where I wasn’t mentally prepared, but what else? Keep going.

Matt: Knowing value going into a process is key. Having a realistic idea of what your business is worth is of great value.

Russ: And that’s not an exact science either, is it?

Matt: You’re correct. It is not an exact science. Oftentimes a seller will inflate their value beyond what is reasonable for a reasonable buyer.

Russ: Ok. Is it a good idea to go in there, kind of, with a value range, maybe?


Continue Reading Best of… The First Steps of Preparing Your Business For a Sale

Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m here today with Kimberly Wood, an Audit Senior Manager and one of the faces of our PKF Texas Transaction Advisory Services team. Kimberly, welcome to The Playbook.

Kimberly: Thanks for having me.

Jen: You’re on our Transaction Advisory Services team,

Russ: This is the PKF Texas Entrepreneur’s Playbook. I’m Russ Capper, this week’s guest host, and I’m here once again with Frank Landreneau, a Director and one of the faces of the International Tax team here at PKF. Frank, welcome back to The Playbook.

Frank: Thank you.

Russ: Our last time together, we got into the Tax Cut and Jobs Act, and of particular interest to me was how the interpretation of how you handle certain things from that Act has sort of evolved and matured and maybe even changed over time now that we’re in it two years. There was one particular—I had asked you to give me an example of how that rolls out, and you said, “Yeah, there’s this one part of running an international business, where there’s, like, three options that have evolved, really.” Mainly, from international tax people like you. One was literally to create a corporation and, correct me if I’m going down this path wrong, but one was to create a corporation.

Frank: That’s correct.

Russ: The second one was to actually elect a holding company that would play like it was the company.

Frank: That’s right.

Russ: And the third, mostly I guess for SMEs, was to actually create something that you’re just treated like a foreign company. Was I even close on those three?

Frank: Very close, actually. In tax law there is a lot of elections that create a tax treatment that may not be in line with legal structuring and so forth.

Russ: Yeah, you want to avoid that legal stuff, don’t you?


Continue Reading Three Structuring Options for International Business

As part of their Disclosure Effectiveness Initiative, the Securities and Exchange Commission (SEC) recently proposed interpretive guidance to eliminate some disclosures in Regulation S-K and to amend other requirements to better focus on material information in Item 303, “Management’s Discussion and Analysis.”

United States flag standing in front of a stone capitol building; image used for blog post about SEC proposal to change Regulation S-K

More specifically, the SEC’s proposal would eliminate duplicative disclosures and modernize “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” (known as MD&A) to benefit investors and to simplify compliance for issuers. The proposed amendments are part of a comprehensive evaluation of the SEC’s disclosure requirements intended to improve the SEC’s overall disclosure regime. Specifically, the proposed amendments would eliminate Item 301 of Regulation S-K, “Selected Financial Data,” and Item 302 of Regulation S-K, “Supplementary Financial Information,” as the information is largely duplicative of other requirements.


Continue Reading SEC Proposes Disclosure Changes to Regulation S-K

Russ: This is the PKF Texas Entrepreneur’s Playbook. I’m Russ Capper, this week’s guest host, and I’m here with Frank Landreneau, Director and one of the faces of the International Tax team. Frank, welcome back to the Playbook.

Frank: Thanks, Russ. Thanks for having me; always a pleasure.

Russ: You bet. Next time you’re on I am going to count to see how many times have you been on, because I’m sure it’s more than anybody else.

Frank: Okay, great.

Russ: But our topic today is primarily going to be the Tax Cut Jobs Act that I think was passed in 2017, started in 2018, and it’s mind boggling to me, because we’re still sorting that thing out. Is that right?

Frank: That’s exactly right. And it’s been a little bit over two years, but we’re still getting guidance even now and even there’s pending guidance that we’re anticipating on getting even this year as we speak.

Russ: How does a business person make decisions based upon this thing playing out over such a long period of time?


Continue Reading Restructuring Strategies for Small- to Medium-Sized Businesses