2025 ISSUE 5 OFFICIAL PUBLICATION OF THE NEBRASKA SOCIETY OF CPAS TRANSFORMATIVE TRENDS PE, MERGE, OR MOVE ON? PAGE 18
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BOARD OF DIRECTORS JONI SUNDQUIST NESCPA PRESIDENT & EXECUTIVE DIRECTOR joni@nescpa.org KELLY EBERT VICE PRESIDENT kelly@nescpa.org MICHELLE LYONS STAFF ACCOUNTANT & OFFICE MANAGER michelle@nescpa.org LORI VODICKA MEMBERSHIP & CPE ASSISTANT lori@nescpa.org OFFICERS BOARD MEMBERS NESCPA STAFF JODI M. ECKHOUT CHAIRMAN Woods & Durham, Chartered Holdrege JUSTIN M. HOPE CHAIRMAN-ELECT Eide Bailly LLP Elkhorn HEATHER E. BARR SECRETARY Endicott Clay Products Co. Endicott GRANT H. BUCKLEY TREASURER Buckley & Sitzman LLP Lincoln DERRICK J. BLUM DIRECTOR Iron Horse CPAs & Advisors PC Norfolk LAUREN E. BOND DIRECTOR Deloitte & Touche LLP Omaha LAURIE ANN J. BUHLKE DIRECTOR Contryman Associates PC Grand Island NICOLE L. COOPER DIRECTOR Project Harmony Omaha MARK F. DUREN DIRECTOR Lutz Omaha LORRAINE A. EGGER AICPA ELECTED REPRESENTATIVE CyncHealth La Vista RICHARD D. GIFFORD WEST NEBRASKA CHAPTER PRESIDENT Richard D. Gifford, CPA Scottsbluff BRIAN M. KLINTWORTH IMMEDIATE PAST CHAIRMAN HBE LLP Lincoln KELLY A. MANN AICPA AT-LARGE REPRESENTATIVE AuditMiner Gretna JILL R. TRUCKE DIRECTOR University of Nebraska-Lincoln Lincoln Ben Franklin said, ”In this world, nothing is certain except death and taxes.” We have a different opinion, at least as far as taxes are concerned. 402-817-1000 endacotttimmer.com 4 Nebraska CPA
1700 Farnam Street, Suite 1500 Omaha, NE 68102 www.bairdholm.com BH BairdHolm attorneys at law llp HANNAH FISCHER FREY, J.D., LL.M. 402.636.8345 hfrey@bairdholm.com JESSE D. SITZ, J.D. 402.636.8250 jsitz@bairdholm.com PARTNERS YOU CAN COUNT ON Business succession and exit planning Tax planning in mergers, acquisitions, and reorganizations Partnership taxation structuring and compliance Tax credits, tax incentives, and alternative financing Section 1031 exchanges Wealth transfer planning, including estate and gift taxation Nonprofit exemption applications and compliance Audit response and representation before the IRS, state, and local authorities
20 14 C O N T E N T S 8 ©2025 Nebraska Society of Certified Public Accountants | The newsLINK Group LLC. All rights reserved. The Nebraska CPA is published six times each year by The newsLINK Group LLC for the Nebraska Society of Certified Public Accountants and is the official publication for this society. The information contained in this publication is intended to provide general information for review, consideration and education. The contents do not constitute legal advice and should not be relied on as such. If you need legal advice or assistance, it is strongly recommended that you contact an attorney as to your circumstances. The statements and opinions expressed in this publication are those of the individual authors and do not necessarily represent the views of the Nebraska Society of Certified Public Accountants, its board of directors, or the publisher. Likewise, the appearance of advertisements within this publication does not constitute an endorsement or recommendation of any product or service advertised. Nebraska CPA is a collective work and as such some articles are submitted by authors who are independent of the Nebraska Society of Certified Public Accountants. While the Nebraska CPA encourages a first-print policy, in cases where this is not possible, every effort has been made to comply with any known reprint guidelines or restrictions. Content may not be reproduced or reprinted without prior written permission. For further information, please contact the publisher at (855) 747-4003. ISSUE 5, 2025 EDITORIAL: The Nebraska Society of CPAs seeks to reflect news and relevant information to Nebraska and other news and information of direct interest to members of the Nebraska Society of CPAs. Statement of fact and opinion are made on the responsibility of the authors alone and do not represent the opinion or endorsement of the Nebraska Society of CPAs. Articles may be reproduced with written permission only. ADVERTISEMENTS: The publication of advertisements does not necessarily represent endorsement of those products or services by the Nebraska Society of CPAs. The editor reserves the right to refuse any advertisement. SUBSCRIPTION: Subscription to the magazine, a bi-monthly publication, is included in membership fees to the Nebraska Society of CPAs. PRESIDENT’S MESSAGE 8 Finishing Strong: A Year of Progress & Purpose By Joni Sundquist, Nebraska Society of CPAs STATE BOARD REPORT 10 State Board Committees Remain Engaged & Active By Dan Sweetwood, Nebraska Board of Public Accountancy 12 Qualified Opportunity Zones OBBBA Updates By Hannah Fischer Frey & Carrie E. Schwab, Baird Holm LLP COUNSELOR’S CORNER 14 Nebraska’s PTET Law Simplified Key Updates for CPAs & Tax Advisors By Jeffery R. Schaffart & Nicholas E. Bjornson, Koley Jessen 16 Close Out 2025 With a Smart Tax Move Help Clients Add Meaningful Future Investments By NEST Direct College Savings Plan TRANSFORMATION TRENDS 18 PE, Merge, or Move On? Navigating Next for Accounting Firm Owners By Donny Shimamoto, CPA, CITP, CGMA, Inspiration Architect, Center for Accounting Transformation 20 Show Me the Money How Accounting & Tax Practices Are Sold By Accounting Practice Sales 22 In Memoriam 23 Welcome New Society Members 23 Firms in the News 24 Members in the News 26 2025 NESCPA Advertiser Index
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FINISHING STRONG: A YEAR OF PROGRESS & PURPOSE PRESIDENT’S MESSAGE BY JONI SUNDQUIST, NEBRASKA SOCIETY OF CPAs AS WE WRAP UP 2025, I’VE BEEN REFLECTING ON WHAT AN extraordinary year this has been for our Society and for the accounting profession in Nebraska. Every success we celebrate is tied to your expertise, your leadership, and your willingness to engage. Thank you for making the Nebraska Society of CPAs a strong, vibrant community. Looking back helps us appreciate how far we’ve come—and looking forward reminds us of just how much promise the future holds. REFLECTING ON OUR SUCCESS Fostering a Dynamic Membership With 2,621 members and strong retention, our Society remains solidly positioned even as membership trends nationwide continue to shift. Our community of CPAs, accounting professionals, educators, and college students reflects the full scope of the profession in Nebraska. In a time when many organizations are seeing declines, Nebraska accountants continue to demonstrate their commitment to staying engaged, informed, and connected. Expanding CPE Choices More than 2,700 professionals participated in our educational programs this year—a slight increase over last year highlighting the value of high-quality learning opportunities. Between 20,000 webcasts, more than 145 OnDemand options, and many outstanding in-person conferences and events, our programming continues to evolve alongside the profession’s needs. We also made it a priority to offer several no-cost events for our members, including an online Membership Appreciation Day and five new Demo Days featuring emerging accounting technologies. As Immediate Past Chairman Brian Klintworth of HBE in Lincoln reminded us at the annual meeting, “These weren’t just events—they were investments in helping each of us sharpen our skills, learn about new technologies, and adapt to change.” Strengthening Connections One of the most energizing parts of this year has been our dynamic, well-attended in-person events. Attendees enjoyed everything from the private tour of a locally owned global jet service provider, Duncan Aviation, at the Business & Industry 8 Nebraska CPA
Conference to a rooftop Happy Hour at the Not-for-Profit & Governmental Accounting Conference. Strong attendance at the Women in Accounting Summit and a packed house at the Annual Meeting during the Fall Conference showed that Nebraska CPAs value coming together to learn, collaborate, and build community. Launching a Regional Network This year marked the launch of the multistate CPA Firm Regional Leadership Network, a unique opportunity for leaders of similar-sized firms to engage in facilitated, topical conversations. Each virtual cohort includes participants from states across the Midwest, creating a space to discuss firm management, emerging challenges, and shared opportunities. Recruitment for the 2026 cohorts is now underway. Growing Member Benefits Our partnership with AMBA continues to strengthen the Society’s Member Benefits Program. The addition of customizable health plans through Apollo Health Insurance expands access to practical, affordable solutions for members and firms. We remain committed to identifying new vendors that provide meaningful value to our community. Investing in the Next Generation Through the Society’s Foundation, we awarded 97 scholarships totaling $127,100 to students at 14 Nebraska colleges and universities. Next year, the Foundation will be expanding its giving to include six community colleges throughout the state. These scholarships affirm our belief that the future of the CPA profession depends on supporting students earlier and more effectively. Issue 6, 2025 of the Nebraska CPA magazine will highlight our scholarship winners and award honorees, with a full honor roll of contributors appearing in Issue 1, 2026. Inspiring Tomorrow’s Accountants This year we proudly launched a statewide digital Accounting Workforce Recruitment Campaign in partnership with Lincoln, Neb.-based, redthread. Aimed at high school students and parents, the campaign features a dynamic video, engaging digital ads, and an informative microsite. If you haven’t visited yet, take a look at JoinTheFun.cpa—and share it with future accountants you know. Advancing a New Pathway to CPA One of this year’s most important initiatives is modernizing Nebraska’s CPA licensure requirements. The CPA Licensure Task Force—created through a partnership between the Nebraska Society of CPAs and the Nebraska Board of Public Accountancy—has worked diligently to craft a proposal introducing a new (old) pathway: a bachelor’s degree plus two years of experience. The proposal also refreshes experience requirements across all existing pathways, keeping Nebraska in step with evolving national standards and the needs of today’s profession. Although not yet law, we expect legislation to be introduced in January 2026. If adopted, this change would reduce barriers for students, strengthen the talent pipeline, and ensure Nebraska remains competitive. When it comes to advocacy, rest assured: your Society will always have a dog in the fight for the CPA profession. ADVANCING THE PROFESSION Exploring Ways to Engage The Society’s strength comes from members who show up— whether by volunteering, contributing ideas, participating in legislative advocacy, or supporting the Society and our Foundation financially. Here are meaningful ways to engage in the coming year: Serve on a Society committee. Attend our conferences and continuing education programs. Support the Foundation with a financial contribution. Share your insights through surveys and feedback requests. Participate in the legislative process, including reaching out to your State Senator and attending the State Senators’ Reception & Dinner on Jan. 6. Give to our Political Education Committee, which enhances our advocacy efforts and strengthens our voice in the Legislature. “These actions, large and small, are what keep our Society strong,” stated Society Chairman Jodi Eckhout of Woods & Durham in Holdrege during the Society’s annual meeting. “Technology and AI are reshaping our work, the CPA pipeline demands our attention, and legislative changes continue to affect us,” said Eckhout. “But ‘Forward Together’ [the theme of this year’s Fall Conference] reminds us that none of us faces these challenges alone.” As we close out 2025, I remain grateful for the trust you place in the Society. Together, we will continue strengthening the profession, supporting our members, and building a bright future for CPAs and accounting professionals in Nebraska. Joni Sundquist is president and executive director of the Nebraska Society of CPAs. You may contact her at (402) 476-8482 or joni@nescpa.org. 9 nescpa.org
STATE BOARD COMMITTEES REMAIN ENGAGED & ACTIVE BY DAN SWEETWOOD, NEBRASKA BOARD OF PUBLIC ACCOUNTANCY STATE BOARD REPORT THE NEBRASKA BOARD OF PUBLIC Accountancy (State Board) is continuing its momentum into 2026 with a full slate of committee activity and important discussions. During the first round of committee meetings, members tackled a variety of significant issues that will shape the profession in the coming year. Melissa Ruff, CPA, now serving her historic fourth year as chairman of the State Board, has “reshuffled the deck” by rotating several members onto new committees for the 2025-2026 term (September 2025-September 2026). This approach is designed to broaden members’ understanding of the State Board’s diverse areas of work. 2025-2026 BOARD COMMITTEES Executive Committee Chairman: Melissa Ruff Vice Chairman: Andrew Blossom Secretary: Christi Olsen Legislative Committee Chairman: Melissa Ruff Member: Andrew Blossom Licensing Committee Chairman: Amy Holzworth Members: Sarah Borchers / Andrew Blossom / Christi Olsen CPE Committee Chairman: Christi Olsen Members: Mark Manning / Donald Neal Exam & Education (E&E) Committee Chairman: Sarah Borchers Members: Jeff Kanger / Melissa Ruff / Donald Neal Peer Review Committee Chairman: Mark Manning Members: Jeff Kanger / Amy Holzworth The new committees began their work following the September 2025 State Board meeting, with several meeting again before the November meeting. KEY AREAS OF DISCUSSION New Pathway Legislation The Nebraska Society of CPAs has asked State Senator Mike Jacobson to introduce major legislation in January 2026 to amend the Nebraska Public Accountancy Act. In preparation, the Licensing and E&E Committees are reviewing proposed regulation updates within NAC Title 288 to align with the forthcoming law, which will establish an additional pathway to CPA licensure in Nebraska. Under this new pathway, individuals holding a bachelor’s degree—including the required accounting coursework—may qualify for licensure, provided they meet additional experience requirements and pass the CPA Examination. The existing 150-hour education pathway will remain available, offering reduced experience requirements. Details on both pathways were outlined in Issue 4 of the Nebraska CPA magazine. 10 Nebraska CPA
Use of the CPA Title Current Nebraska regulations require that active permit holders (CPAs) practice public accountancy only within CPA firms that hold a State Board-issued permit. This safeguard ensures the public is not misled when seeking professional accounting services. Over time, State Board staff have worked closely with CPAs and non-CPA entities to navigate these requirements and develop practical solutions. The State Board has published “Alternative Practice Structure (APS) Guidelines,” available at nbpa.nebraska.gov/firms/alternate-practice-structure-guidelines. Recently, national discussions have prompted State Boards to reexamine these restrictions amid growing pipeline challenges and the rise of Alternative Practice Structures (APS), many backed by private equity. The AICPA supports allowing CPAs to “hold out” within APS entities, while Nebraska’s current rules restrict this. The Licensing Committee will review these developments and consider possible updates in line with any future recommendations from the Uniform Accountancy Act (UAA) Committee. The Future of CPE Continuing Professional Education (CPE) continues to evolve rapidly, with virtual learning now commonplace and some states considering reductions to the traditional 40-hour annual requirement. The CPE Committee will closely monitor these national shifts and evaluate whether Nebraska’s current CPE rules should adapt accordingly. The Committee will coordinate efforts with the Nebraska Society of CPAs and observe trends among other state boards. As you can see, the State Board remains highly engaged and committed to upholding the integrity of the CPA profession in Nebraska—protecting the public while ensuring regulations remain current, practical, and forward-looking. If you would like to discuss any of these initiatives or share your thoughts, contact Dan Sweetwood, executive director of the Nebraska Board of Public Accountancy, at (402) 471-3595 or dan.sweetwood@nebraska.gov. It’s not balance—it’s belonging. At Frankel, you’re not just a name on a spreadsheet. You’re part of a team that celebrates birthdays, checks in after long days, and believes your career should fit your life. We’re growing—and we’re looking for people who want to grow with us. Tax, Audit, Accounting, Technology, & Business Consulting 402.496.9100 | jobs@frankel.cpa Learn more about open positions at frankel.cpa/careers 11 nescpa.org
QUALIFIED OPPORTUNITY ZONES OBBBA UPDATES BY HANNAH FISCHER FREY & CARRIE E. SCHWAB, BAIRD HOLM LLP THE TAX CUTS AND JOBS ACT OF 2017 (TCJA) introduced Qualified Opportunity Zones (QOZs) under IRC §§ 1400Z-1 and 1400Z-2 to incentivize long-term investments in designated low-income census tracts. The program offers significant tax benefits to investors who reinvest eligible capital gains into Qualified Opportunity Funds (QOFs). The QOZ program was set to sunset on Dec. 31, 2026. The One Big Beautiful Bill Act (OBBBA), signed into law on July 4, 2025, makes QOZ provisions permanent and introduces several key changes, including the inception of a new fund type specific to rural projects. This article discusses the QOZ program under the TCJA and the program changes under the OBBBA. QOZ INCENTIVES & REQUIREMENTS UNDER THE TCJA The TCJA provided three main incentives to encourage investment in QOZs: 1. Deferral of Capital Gains: Capital gains reinvested in a QOF within 180 days of realization could be deferred until the earlier of: » The date the QOF investment is sold or exchanged, or » Dec. 31, 2026. 2. Partial Step-Up in Basis: If the QOF investment is held for at least five years, investors receive a 10% basis increase and an additional 5% for investments held seven years, provided those holding periods were concluded by certain dates. 3. Exclusion of Post-Investment Gains: If the QOF investment is held for 10-plus years, investors may elect to step up basis to fair market value (FMV) on disposition, eliminating capital gains on appreciation. To take advantage of these incentives, a number of requirements must be met. The main QOZ requirement, among others outside the scope of this article, is that a QOF must hold at least 90% of its assets in “QOZ property,” which is defined to include domestic stock or partnership interests and business property. Stock or partnership interests qualify as QOZ property if: » Acquired after Dec. 31, 2017; » Such entity was a QOZ business at the time of issuance or organization; and » During substantially all of the QOF’s holding period of such stock or interests, such entity qualified as a QOZ business. QOZ business property means tangible property used in a trade or business of the QOF if: » Acquired by the QOF by purchase after Dec. 31, 2017; » The original use of such property in the QOZ commences with the QOF or the QOF substantially improves the property; and » During substantially all of the QOF’s holding period for such property, substantially all of its use was in a QOZ. “Substantially improves” means during any 30-month period beginning after the date of acquisition, additions to basis of such property in the hands of the QOZ business exceed an amount equal to the adjusted basis of the property at the beginning of such 30-month period in the hands of the QOZ business. “Substantially all” means 70% of tangible property must be QOZ business property. “QOZ business” means a trade or business in which substantially all of the tangible property owned or leased is QOZ property. OBBBA ENHANCEMENTS (EFFECTIVE JAN. 1, 2027) 1. New QOZ Designation Cycle and Designation Requirements QOZs will be re-designated every 10 years, with the first new designations effective Jan. 1, 2027. New QOZs will be subject to stricter eligibility criteria to better target economically distressed areas. Under the OBBBA, “low-income communities” that are eligible for QOZ designation are limited to population census tracts with a median family income not exceeding 70% of the statewide median family income (or 70% of the metropolitan area median family income if located within a metropolitan area), or such tract has a poverty rate of at least 20% and a median family income that does not exceed 135% of the statewide median family income (or 125% of the metropolitan area median family income if located within a metropolitan area). 2. Modified Deferral and Step-Up Rules For QOF investments made after Jan. 1, 2027, deferred gain is recognized on the earlier of: » The sale or exchange of the QOF interest, or » Five years after the investment date. 12 Nebraska CPA
A 10% basis step-up applies if held for five years, eliminating the previously existing “deadline” by which such holding period must be completed. The additional 5% step-up for seven-year holdings is eliminated. 3. 10-Year Gain Exclusion Retained The FMV step-up election remains available for QOF investments held for 10-plus years. If the investment is not sold within 30 years, basis is automatically stepped up to FMV at that time. QUALIFIED RURAL OPPORTUNITY ZONES (QROZS) The OBBBA introduces Qualified Rural Opportunity Zones (QROZs)—a subset of QOZs targeting rural areas (generally, towns with less than 50,000 residents and not adjacent to urbanized areas). QROZs provide enhanced QROZ benefits, including: A 30% basis step-up after five years (versus 10% for standard QOZs); and Substantial improvement threshold reduced from 100% to 50% of adjusted basis (excluding land), easing compliance for real estate projects. NEW REPORTING REQUIREMENTS The OBBBA imposes expanded reporting obligations on QOFs: QOFs must disclose detailed information on assets, property, business operations, and impact metrics. Penalties up to $50,000 apply for noncompliance. The QOZ changes under the OBBBA go into effect on Jan. 1, 2027. As such, practitioners should work with their clients to ensure they are taking full advantage of the QOZ program and its new incentives, and that QOFs are abiding by the new reporting requirements. Hannah Fischer Frey is a partner at Baird Holm LLP, focusing on corporate transactions, federal and state tax planning issues, and tax-exempt matters. Fischer Frey has addressed complex partnership and corporate tax issues, including business reorganizations, private equity fund structuring, business succession planning, and tax planning in mergers and acquisitions. She has been closely involved in numerous federal and state tax examinations and audits. Carrie E. Schwab is an associate at the law firm, focusing on general corporate matters as well as tax law and employee compensation and benefits. She assists businesses of all sizes on a variety of matters, including entity formation, corporate governance, general tax strategy and planning, ERISA compliance and employee benefit programs, and equity compensation incentives. For more information, call (402) 344-0500 or email hfrey@bairdholm.com or cschwab@bairdholm.com. 13 nescpa.org
COUNSELOR’S CORNER NEBRASKA’S PTET LAW SIMPLIFIED KEY UPDATES FOR CPAs & TAX ADVISORS BY JEFFERY R. SCHAFFART & NICHOLAS E. BJORNSON, KOLEY JESSEN NEBRASKA’S RECENT LEGISLATIVE updates to its Pass-Through Entity Tax (PTET) framework offer CPAs and tax professionals more streamlined methods for managing PTET elections for pass-through clients. With retroactive applicability, simplified elections, and clarified credit mechanisms, Nebraska’s PTET law continues to offer a compelling opportunity for proactive tax planning. The recent legislation also enacted taxpayer protections requiring greater transparency when Nebraska tax deficiencies are issued. PTET REFRESHER: ENTITY-LEVEL TAXATION TO BYPASS SALT CAP The PTET election allows partnerships and S corporations to pay Nebraska income tax at the entity level, enabling owners to bypass the federal SALT deduction cap. This structure converts state income tax payments into fully deductible business expenses for federal purposes, aligning with IRS Notice 2020-75. Importantly, the recently enacted One Big Beautiful Bill Act retains a modified and increased SALT deduction cap and does not impact PTET laws. Thus, PTET laws will continue to offer tax savings opportunities for individual owners of pass-through entities for the foreseeable future. Nebraska enacted its PTET regime via LB754 in 2023, and the 2025 follow-up legislation, LB647, addresses key implementation challenges and expands taxpayer flexibility. The authors of this article helped draft and submit proposed legislation that state senators ultimately used in LB754 and LB647. They collaborated with the Omaha and Nebraska Chambers of Commerce and testified in front of the Nebraska Unicameral’s Revenue Committee in support of this legislation. LB647 HIGHLIGHTS: WHAT CPAs NEED TO KNOW ✅ Retroactive Elections (2018-2022) Entities may elect PTET treatment for tax years 2018 through 2022 without amending prior returns. Payments made in 2025 for those years are deductible in the year paid. This retroactive feature allows CPAs to unlock federal deductions for clients who previously hit the SALT cap. Planning Tip: Consider advising clients to make retroactive PTET payments before year-end to capture deductions in 2025. ✅ Updated Forms & Filing Mechanics The Nebraska Department of Revenue (NDOR) has released updated guidance and forms: » Form PTET-E: Used to make the election. » Schedule PTET: Filed with Form 1065N or 1120SN. » Schedule K-1N: Reflects the refundable credit passed through to owners. » Form 1099-G: Issued by NDOR for each retroactive year elected. Note: Credits are applied in the year the payment is made, not the year of the original income. This simplifies compliance and avoids amended returns. ✅ Owner-Level Credit & Refundability Owners receive a refundable credit equal to their share of the PTET paid. This credit is reported on Schedule K-1N and can offset Nebraska personal income tax liabilities. CPA Consideration: Ensure clients understand the timing mismatch between the deduction (federal) and the credit (state), especially for retroactive elections. ✅ Enhanced Deficiency Notice Requirements A notable taxpayer protection added by LB647 is the requirement that the NDOR must issue a written notice detailing the facts, circumstances, and reasons the tax commissioner used to determine a deficiency when issuing a deficiency notice. 14 Nebraska CPA
This change improves transparency and should equip CPAs and other tax advisors with the necessary information to: Evaluate the validity of the deficiency. Prepare a timely and informed response. Advise clients on whether to dispute or comply with the notice. Practice Insight: This provision aligns with best practices in tax administration and supports more efficient resolution of disputes. STRATEGIC IMPLICATIONS FOR CPA FIRMS The PTET framework now offers a clean and efficient way to reduce federal taxable income for high-net-worth clients and closely held businesses. CPAs should evaluate: Eligibility: Confirm entity type and ownership structure. Timing: Coordinate PTET payments with year-end planning. Documentation: Maintain records of elections, payments, and owner allocations. Client Communication: Educate clients on the benefits and mechanics of PTET elections, especially retroactive options. ACTION STEPS FOR CPAs 1. Review client rosters. Identify partnerships and S corps with significant Nebraska income from 2018-2022. 2. Model tax impact. Estimate federal savings from PTET deductions and Nebraska credits. 3. Monitor NDOR guidance. Stay current on form updates and procedural clarifications. FINAL THOUGHTS Nebraska’s PTET law is now more accessible, transparent, and strategically valuable. CPAs are well-positioned to guide clients through elections, optimize deductions, and respond effectively to any state-level notices. With retroactive flexibility and simplified compliance, the law is a powerful tool for tax planning in 2025 and beyond. Jeff Schaffart and Nick Bjornson, attorneys at Koley Jessen, regularly advise businesses on federal and state tax matters. They were instrumental in the passage and subsequent refinement of Nebraska’s PTET law, drafting and submitting proposed legislation that state senators ultimately used in LB647, collaborating with the Omaha and Nebraska Chambers of Commerce, and testifying in front of the Unicameral’s Revenue Committee to ensure the PTET process is more user-friendly and the deficiency notice process more transparent and fair for Nebraska taxpayers. For further details about Nebraska’s PTET law or to get in touch, email jeff.schaffart@koleyjessen.com and nicholas.bjornson@koleyjessen.com, respectively. 15 nescpa.org
CLOSE OUT 2025 WITH A SMART TAX MOVE HELP CLIENTS ADD MEANINGFUL FUTURE INVESTMENTS BY NEST DIRECT COLLEGE SAVINGS PLAN AS THE END OF THE YEAR APPROACHES, many clients are seeking ways to reduce their tax burden while making purposeful financial decisions. A contribution to a NEST 529 Education Savings Plan account is the solution for both, delivering meaningful tax advantages while helping prepare for future education costs. Here’s how your clients can benefit by contributing to their NEST 529 account before Dec. 31, 2025: 1. Nebraska State Tax Deduction Nebraska taxpayers can deduct up to $10,000 in contributions to their NEST 529 account ($5,000 if married filing separately) from their state income taxes.¹ That deduction can be a valuable incentive, especially when paired with the long-term benefit of tax-free withdrawals for qualified education expenses.2 2. Tax-Advantaged Growth Any earnings in a NEST 529 account grow tax-deferred. 3. Gifting With Purpose The holidays are an ideal time to introduce clients to NEST GiftED, which allows family and friends to contribute directly to a child’s NEST 529 account. While only account owners can claim the state tax deduction, this program makes it easy to give a gift with lasting value. Encourage your clients to make their 2025 contributions before the year-end deadline so they can take full advantage of the tax benefits and make a lasting investment in the people and education that matter most. ACT BEFORE DEC. 31 Encouraging clients to make their year-end contributions now ensures they capture 2025 tax benefits while helping the next generation soar toward their career dreams. Don’t let them miss this opportunity to strengthen their financial plans and invest in education. Want to learn more? Reach out to your NEST 529 representative to schedule a presentation for your office, or explore resources at NEST529.com. An investor should consider the investment objectives, risks and charges and expenses associated with municipal fund securities before investing. This and other important information is contained in the fund prospectuses and the NEST Direct College Savings Plan Program Disclosure Statement (issuer’s official statement), which can be obtained at NEST529.com and should be read carefully before investing. You can lose money by investing in an Investment Option. Each of the Investment Options involves investment risks, which are described in the Program Disclosure Statement. An investor should consider, before investing, whether the investor’s or beneficiary’s home state offers any state tax or other state benefits such as financial aid, scholarship funds, and protection from creditors that are only available for investments in such state’s 529 plan. Investors should consult their tax advisor, attorney and/or other advisor regarding their specific legal, investment or tax situation. NOT FDIC INSURED*| NO BANK GUARANTEE | MAY LOSE VALUE (*Except the Bank Savings Underlying Investment) 1 Account owners may deduct for Nebraska income tax purposes contributions they make to their own account (and any other accounts they own in the Nebraska Educational Savings Plan Trust) up to an overall maximum of $10,000 ($5,000 if married, filing separately). Contributions in excess of $10,000 cannot be carried over to a future year. For a minor-owned or UGMA/UTMA 529 account, the minor is considered the account owner for Nebraska state income tax deduction purposes. The minor must file a Nebraska tax return for the year their contributions are made to be eligible for a tax deduction for their own contributions. In the case of a UGMA/UTMA 529 account, contributions by the parent/guardian listed as the custodian on the UGMA/UTMA Plan account are also eligible for a Nebraska state tax deduction. 2 Withdrawals used to pay for qualified higher education expenses are free from federal and Nebraska state income tax. Qualified higher education expenses include tuition, fees, books, supplies, and equipment required for enrollment or attendance; certain room and board expenses incurred by students who are enrolled at least half-time; the purchase of computer or peripheral equipment, computer software, or Internet access and related services, if used primarily by the beneficiary during any of the years the beneficiary is enrolled at an eligible educational institution; certain expenses for special needs services needed by a special needs beneficiary; apprenticeship program expenses; and payment of principal or interest on any qualified education loan of the beneficiary or a sibling of the beneficiary (up to an aggregate lifetime limit of $10,000 per individual). However, earnings on all other types of withdrawals are generally subject to federal and Nebraska state income taxes, and an additional 10% federal tax. Nebraska law does not treat the following Federal Qualified Higher Education Expenses as Nebraska Qualified Expenses: K–12 Expenses and Qualified Post-Secondary Credentialing Expenses. If a withdrawal is made for such purposes, although it is a Federal Qualified Withdrawal, it will be treated as a Nebraska Non-Qualified Withdrawal and may result in the recapture of a previously claimed Nebraska state income tax deduction, and the earnings portion will be subject to Nebraska state income tax. Please consult your tax professional about your particular situation. 16 Nebraska CPA
Act by December 31 for 2025 tax savings. Deduct up to $10,000 for 2025. Contributions made in 2025 by NEST 529 account owners are eligible for up to a $10,000 Nebraska state income tax deduction ($5,000 if married filing separately). It’s just one more reason their future’s worth saving for. WANT TO LEARN MORE? Contact us to set up a presentation for your office and find more details at NEST529.com/tax. TRIPLE TAX BENEFITS WITH A NEST 529 EDUCATION SAVINGS ACCOUNT. Nebraska Tax Deduction • $10,000 • $5,000 if married filing separately Tax-Deferred Growth No federal or state income taxes on gains/earnings while in the Plan. Tax-Free Withdrawals for Qualified Expenses1 Covers a wide range of higher education expenses. Visit NEST529.com for a listing. An investor should consider the investment objectives, risks, and charges and expenses associated with municipal fund securities before investing. This and other important information is contained in the fund prospectuses and the NEST Direct College Savings Plan Program Disclosure Statement (issuer’s official statement), which can be obtained at NEST529.com and should be read carefully before investing. You can lose money by investing in an Investment Option. Each of the Investment Options involves investment risks, which are described in the Program Disclosure Statement. An investor should consider, before investing, whether the investor’s or beneficiary’s home state offers any state tax or other state benefits such as financial aid, scholarship funds, and protection from creditors that are only available for investments in such state’s 529 plan. Investors should consult their tax advisor, attorney, and/or other advisor regarding their specific legal, investment, or tax situation. 1 Withdrawals used to pay for Nebraska Qualified Expenses are free from federal and Nebraska state income tax. Nebraska Qualified Expenses do not include K-12 Expenses and Qualified Post-Secondary Credentialing Expenses. PROGRAM TRUSTEE NEBRASKA STATE TREASURER’S OFFICE Not FDIC Insured* No Bank Guarantee May Lose Value (*Except the Bank Savings Underlying Investment)
TRANSFORMATION TRENDS PE, MERGE, OR MOVE ON? NAVIGATING NEXT FOR ACCOUNTING FIRM OWNERS BY DONNY SHIMAMOTO, CPA, CITP, CGMA, INSPIRATION ARCHITECT, CENTER FOR ACCOUNTING TRANSFORMATION THE ACCOUNTING PROFESSION IS IN THE MIDST OF A SEISMIC shift. Private equity (PE) is reshaping firm ownership structures, consolidation is reaching down to smaller firms, and partners nearing retirement are asking, “Who will take care of my clients?” In the face of these changes, many feel like the choice is being made for them. But that doesn’t have to be the case. UNDERSTANDING THE LANDSCAPE Accounting Today1 recently reported that private equity and venture capital-backed deal value in the accounting, auditing, and taxation services sector was more than $6.3 billion in 2024—the most since 2015, based on S&P Global. The promise of capital infusions, advanced tech stacks, and streamlined operations is enticing. Because of this, M&A activity is climbing. The AICPA reports that firm consolidations have doubled in the past three years. Add to that the talent shortage, succession planning crises, and growing client expectations—it’s no wonder firm owners are at a crossroads. THE FOUR PATHS FORWARD 1. Private Equity Partnerships: For firms with strong growth potential and a niche offering, PE can provide a lucrative exit for retiring owners and the capital to scale. But it comes at a cost: reduced decision-making autonomy, culture shifts, and long-term vision may shift toward investor priorities—often a focus on profit. 2. Mergers or Acquisitions: Joining forces with another independent firm can create synergy, expand services, and solve succession gaps. But integration is hard. Culture clashes, technology mismatches, and leadership realignment must be carefully managed. 3. Independent Growth: Staying the course and growing organically allows a firm to retain full control. However, it requires investment in technology, leadership development, and client experience to stay competitive. 4. Lifestyle Firm: Often not discussed are firms that enable more work-life balance and a comfortable life (even if salaries may be lower than market)—a valid alternative to the perhaps overly profit-focused traditional business model. People at these firms may work hard during busy season, but they work much less (sometimes even half-time) the rest of the year. Usually those who have gotten strong experience at a large firm and are willing to give up higher pay for more freedom adopt this style of firm. RECLAIMING THE DRIVER’S SEAT The most successful firms aren’t waiting to react. They’re proactively evaluating: Strategic vision: What kind of firm do we want to be? Succession planning: Who is ready to lead? Talent pipeline: How are we building future capacity? Tech transformation: Are we leveraging tech to optimize how we work? Firm culture: How do we want to work and who do we want to attract to the firm? There is no one-size-fits-all answer, but remaining competitive against a well-financed competitor requires a discipline most firms don’t have. What matters most is that firm owners make intentional choices and strategically invest their capital in areas that will have the most impact and differentiate their firm—either to employees or clients. Whether you partner with PE, merge strategically, or double down on independence, now is the time to set your course—on your terms. Donny C. Shimamoto, CPA, CITP, CGMA, is the founder and inspiration architect for the Center for Accounting Transformation, which enables transformation by guiding professionals through the adoption and change required in order to step into the future of the accounting profession. He is also the founder and managing director of IntrapriseTechKnowlogies LLC, a Hawaii-headquartered advisory-focused CPA firm dedicated to improving the world by helping small and mid-sized entities (SMEs) accelerate their business transformations through the application of Environmental Social & Governance (ESG) and Enterprise Risk Management (ERM) frameworks right-sized for smaller organizations. 1 Elizabeth Beastrom, “Private Equity Is Investing in Accounting: What Does That Mean for the Future of the Business?,” Accounting Today, June 13, 2025, https://www.accountingtoday.com/opinion/private-equity-is- investing-in-accounting-what-does-that-mean-for-the-future-of-the-business 18 Nebraska CPA
The right retirement plan starts with the right provider Member FDIC When you partner with Stacy and our local Retirement Plan Services team, you get responsive, Nebraska-based experts who help your employees make the most of their retirement benefits. We simplify the moving parts, so you can feel good knowing your plan is working — for your business and your people. Ready to get started? Visit ubt.com/NESCPA25 or scan the QR code to connect with Stacy today. Stacy Gutschenritter Vice President Business Development Officer 402.323.1768 stacy.gutschenritter@ubt.com ubt.com/NESCPA25 Investment Products: Not FDIC Insured—No Bank Guarantee—May Lose Value Make year-end giving easy. ✓ Local expertise ✓ Custom solutions ✓ Real results » omahafoundation.org/advisors Partner with us. 19 nescpa.org
SHOW ME THE MONEY HOW ACCOUNTING & TAX PRACTICES ARE SOLD BY ACCOUNTING PRACTICE SALES WITH SELLER GUARANTEES Collection Pricing: When the seller receives payments based on collections or billings over a period of time, this is referred to as “percentage of collections” or “percentage of billings.” The down payment, percentages, and payout terms vary widely. Traditionally, however, the buyer would make a down payment of 20% of the estimated price and then pay 20% of the collections each year for the first four years. This scenario is so common that many accountants think it is the only way practices can be sold! Understandably, buyers like these terms because payments are manageable, and almost all the risk of client retention is transferred to the seller. Buyers will explain that there is an “upside” to the seller if the gross revenue increases year after year. However, most sellers are not comfortable assuming retention risk while they have little control over the clients’ experience with the new owner. Sellers also dislike the accounting and due diligence required to calculate collections year after year. If such a method is used, both the buyer and seller need to be sure everything is spelled out clearly from the beginning. Look-Back Pricing: In this type of sale, the buyer “looks back” after a period of time and determines collections or billings; the sales price is then adjusted accordingly. There are many variations to this method. Although dollar-for-dollar adjustments are common, there can be alternative price adjustments, such as allotting 50 cents for each dollar increased or decreased, or perhaps applying adjustments only after a 10% decrease or increase in actual collections, or placing upward and downward caps on the adjustment, and so on. As you can see, there is room for creativity. The look-back method does not require seller financing. The seller could receive all cash at close but then be obligated to refund a portion of the sales price if there is a negative adjustment at the end of the look-back period. In a 12-month look-back, the seller guarantees each client will show up at least once. The look-back approach is a step closer to a fixed price since the seller has more control; however, the variations can be complicated, making it necessary for each party to be especially certain they understand the implications of each arrangement. WITHOUT SELLER GUARANTEES Cash Pricing: This is when the seller receives 100% of the sales price in cash at closing. The buyer may be obtaining cash from personal funds or, more likely, from a third-party lender. Third-party financing can actually be more attractive to many buyers, as the payout terms are often extended over 10 years rather than the three to five years typically seen when sellers finance the sale. Since most sellers prefer cash at close, this option is a win-win. Fixed Seller-Financed Pricing: In this final method, the sales price is determined prior to closing, with the seller carrying a portion of the sales price, and the price remaining static throughout the life of the loan. When a buyer verbally communicates their intent to make this type of offer, it is important to make sure the buyer is actually considering a fixed price. In light of the fact that traditional deals involve seller financing and an adjustable price based on collections, a seller may offer to finance a portion of the sales price and the buyer may interpret that to mean they are willing to be paid based on collections. Seller financing is appealing to buyers because sellers are more attracted to fixed financing than to guaranteed options, but they will still be concerned about collecting full payment. In summary, sellers need to present their practice in a way that attracts the largest number of quality buyers. Since the number of buyers affects the type of deal structure, using an experienced broker with a large pool of qualified buyers will achieve the best price and terms! The experts at Accounting Practice Sales are here to help with all aspects of buying and selling accounting practices. To learn more, contact Trent Holmes at Accounting Practice Sales at (800) 397-0249 or trent@aps.net. 20 Nebraska CPA
Delivering Results - One Practice At a time Thoughts of Constant Due Dates Motivating You To… With over $1.7 Billion in Practices Sold, We’ll guide you every step of the way! SELL! SELL! SELL! Scan Here Trent Holmes Trent@APS.net 800-397-0249 www.APS.net Delivering Results - One Practice At a time With over $1.7 Billion in Practices Sold, We’ll guide you every step of the way! Scan Here Trent Holmes Trent@APS.net 800-397-0249 www.APS.net
The Society has made a donation to The Foundation of the Nebraska Society of Certified Public Accountants in memory of Todd, Harold, Jeff, Ed, Mike, and Mel. Todd S. Adams 1956-2025 Nebraska Certificate #2913 Society Certificate #2242 43-Year Member Harold E. Hoff 1938-2025 Nebraska Certificate #0734 Society Certificate #0509 60-Year Member 1997 NESCPA Distinguished Service to the Profession Award 1982-1983 NESCPA Chairman Jeffrey J. “Jeff” Jung 1964-2025 Nebraska Certificate #5071 Society Certificate #6169 8-Year Member Edward T. “Ed” Regan 1938-2025 Nebraska Certificate #0617 Society Certificate #0428 62-Year Member 2025 NESCPA Public Service Award Michael E. “Mike” Wilcox 1949-2025 Nebraska Certificate #1354 Society Certificate #1718 46-Year Member Melvyn A. “Mel” Wittmaack 1959-2025 Nebraska Certificate #3486 Society Certificate #2641 15-Year Member Tax and accounting manager wanted immediately for Omaha CPA firm. Knowledge of tax, accounting, and auditing concepts required. Send resume to Berger, Elliott & Pritchard, CPAs, L.L.C., 1301 S. 75th Street, Suite 200 or email to info@bepcpa.com. BETTER TAX SEASON BETTER FIRM BETTER PLACE TO WORK TAX AND ACCOUNTING MANAGER 22 Nebraska CPA
CPA MEMBERSHIP Jodi Benjamin, Midland University, Fremont Debra Childers, Bellevue Carter Faltys, McMill CPAs & Advisors, Norfolk Elizabeth Howard, Hancock & Dana PC, Omaha Darleen Keck, Keck & Associates LLC, North Platte Jordan Lyons, Deloitte & Touche LLP, Omaha Michele Quinn, Omaha Jennie Scheel, CFO Systems LLC, Omaha EXAM-QUALIFIED AFFILIATE MEMBERSHIP Victoria Osten, Linda K. Price, CPA, PC, Columbus PROFESSIONAL AFFILIATE MEMBERSHIP Andrea Archer, Bellevue Ken Brauer, Brauer & Associates Inc., Lincoln Sam Heapy, Ridgeline CPAs, Hastings STUDENT AFFILIATE MEMBERSHIP Tracey Adams, Bellevue, Bellevue University Tammy Alley, Lincoln, Purdue Global Mariela Llanos Atilano, Omaha, University of Nebraska at Omaha Nate Baker, Omaha, University of Nebraska-Lincoln Andrew Bilew, Lincoln, University of Nebraska-Lincoln Russell Butler, Omaha, University of Nebraska at Omaha Lauren Harms, Sterling, University of Nebraska-Lincoln Danielle Hoer, Omaha, Hastings College Nate Nelson, Atkinson, Concordia University, Nebraska Mercedes Sindelar, St. Edward, Peru State College Membership in the Nebraska Society of CPAs signifies your commitment to the accounting profession and the belief that much can be accomplished by working together. Welcome to the premier organization for CPAs and accounting professionals in Nebraska. Learn more about the Society and the benefits of membership at nescpa.org/about/why-join. HBE LLP has been recognized nationally as one of the 2025 Best Places to Work for Women, presented by Best Companies Group in partnership with BridgeTower Media. The Best Places to Work for Women award is a survey-based competition that highlights organizations that excel in equity, opportunity, and retention for women in the workforce. Results are based on employee feedback, with a specific focus on the experiences of women within each organization. The following Nebraska-based public accounting firms have been recognized by INSIDE Public Accounting (IPA): Lutz, Omaha – No. 71 HBE LLP, Lincoln – No. 276 Frankel LLC, Omaha – No. 279 Bland & Associates PC, Omaha – No. 299 Hancock & Dana PC, Omaha – No. 370 The IPA Top 100, 200, 300, 400, and 500 firms are ranked by U.S. net revenues, based on more than 600 responses to IPA’s annual Survey and Analysis of Firms. View the full list of the 2025 IPA Top 500 Firms at insidepublicaccounting.com/ipa-top-500-firms. Lutz was also named an IPA Best of the Best firm. This recognition honors 75 CPA firms across the country for their exceptional financial and operational performance. It is based on a proprietary scoring formula that assesses more than 35 criteria from more than 600 participating firms in IPA’s Practice Management Survey. Read more at insidepublicaccounting.com/ipa-best-of-the-best. 23 nescpa.org
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