case studies reveal potential loi issues

model train derailed as model workers look on8 ways to drive a merger off the rails.

by marc rosenberg
cpa firm mergers: your complete guide

as you will see from reading these examples of issues i have seen arise at second meetings, touchy or sensitive items are much more easily dealt with before the letter of intent is prepared than after.

more on mergers: what to ponder before issuing a letter of intent | want to merge? ask for data | merger prep: getting to know you | one times fees is a steal! | the merger process in 21 steps | 13 ways to screw up a merger

the discussion at this second meeting steers the parties closer to a mutually acceptable transaction in the direction that the seller is looking for, thus minimizing contentious issues that often arise when an loi is issued that amounts to a “stab in the dark” by the buyer.

here are some agenda items for second meetings i have recently led:

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nine factors for dividing the partner pie

cut pie chart on plate flanked by fork and knifehow to decide who gets how much voting power.

by bill reeb and dominic cingoranelli

people who can lead, develop, train and supervise others are worth much more than those who can just make themselves faster, better and stronger.

equity ownership allocation is a critical success factor if you expect your firm to continue after you leave.  for many firms, reallocation of equity ownership is or will be an important part of succession planning.  while it can cause some anxiety for your owners’ group as you go through the process, it’s better to confront the issues now, to help ensure that your firm is in good hands after your leave. it’s not necessarily easy, but it must be addressed for long-term success.

more on performance management: hazards of not reallocating equity | the pitfalls of equity allocation and reallocation | develop your employees or suffer the consequences | cpa firm performance assessments: 15 core competencies, 21 questions | do cpa firms need management or leadership?

when you are deciding which partners should have more say (or less say, which is just as important), you need to consider issues such as whose judgment partners trust, who is pulling the wagon, who consistently acts in the firm’s best interest, or who is viewed as a current or future leader. with this in mind, here are nine areas to evaluate or each partner: read more →

what to ponder before issuing a letter of intent

generic business letter of intentthe difference between the first and second meetings.

by marc rosenberg and peter fontaine*
cpa firm mergers: your complete guide

for now, let’s define the letter of intent as a written offer made by the buyer to merge in or acquire the seller. (a thorough definition is given later in this post.) it is a relatively short, simple, non-binding offer, subject to

  • further negotiations,
  • performance of due diligence and
  • a formal vote by the buyer’s partners.

more on mergers: want to merge? ask for data | merger prep: getting to know you | one times fees is a steal! | the merger process in 21 steps | looking to grow your firm? how to find a seller in four steps | 13 ways to screw up a merger | 15 can’t-skip merger terms to decide | 14 keys to a successful merger | mergers 101: when negotiations aren’t really negotiations | 5 steps to take before merging

before the loi is prepared

the first meeting was the “get-to-know- you” meeting. the purpose of this meeting was simply to introduce each firm to the other, give each a chance to “kick the tires,” get a feel for the personality and style of the other and to share some very basic information, all of which is designed to help each firm decide if they wish to go to the next stage. read more →

why gross is the method for pricing a practice

ed mendlowitz cpa the practice doctor q and abonus checklist: 11 questions to make sure you’re comparing apples to apples.

by ed mendlowitz
the 卡塔尔世界杯常规比赛时间 practice doctor

question: everyone i talk to about what my practice is worth talks about a percentage or multiple of gross. just what is “gross” and why is it done this way?

more practice doctor q&a: no go on pro bono | when a client balks at necessary work | how to advise an executor | why your clients need annual minutes – and how you can help | 14 ways to use timesheet data | why more firms are trashing timesheets | how much overhead is too much? | 10 do’s and don’ts for making small business clients happy | 5 time management tips for an overworked accountant

answer: you are right that practices are priced based on gross. the main reason is that this method seems to work well. however, there is a wide range of what gross is and how it is applied.

here are some comments.

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the hazards of not reallocating partner equity

unbalanced brass scales“this stage is usually when the crap hits the fan in many organizations.”

by bill reeb and dominic cingoranelli
卡塔尔世界杯常规比赛时间 / succession institute

let’s look at the common pitfalls we find with ownership distribution, using scenarios to drive home various points. let’s say we have a five-partner firm.

the ownership and age is as follows:

partner                                 equity                 age

senior partner 1 (sp1)           35%                    65

senior partner 2 (sp2)           35%                    63

junior partner 1 (jp1)            15%                    53

junior partner 2 (jp2)            10%                    48

junior partner 3 (jp3)              5%                    42

first of all, many firms would die for this kind of age split as – unfortunately – many firms have partners much closer in age than this 23-year range example. but continuing on, let’s say senior partner 1 (sp1) wants to retire at the end of this year. if this would occur as it does in many firms, we would be scrambling for additional partners. but for the sake of this discussion, let’s say we just addedjunior partner 3 (jp3) last year and we will add jp1 immediately after sp1’s retirement with an ownership interest of 5 percent.

so, if this were to occur without unusual intervention, the new ownership percentages would look something like this a year later:

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want to merge? ask for data

hand tossing a portable drivebonus checklist: 17 data points you should exchange. and don’t forget the client list.

by marc rosenberg
cpa firm mergers: your complete guide

i have always been a big believer in the buyer and seller exchanging financial and operating information as early in the process as possible. numbers aren’t everything, but they do speak volumes. the data enables each firm to gain an understanding of the other in a manner that is not always possible in conversation.

more on mergers:merger prep: getting to know you | one times fees is a steal! | the merger process in 21 steps | plant seeds to turn up merger candidates | looking to grow your firm? how to find a seller in four steps | 13 ways to screw up a merger | 15 can’t-skip merger terms to decide | 14 keys to a successful merger | 13 reasons accounting firms merge

the data is also a good way to corroborate things that are said verbally.

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when two partners isn’t enough and three is too many

statue of scales of justice

the pitfalls of equity allocation and reallocation.

by bill reeb and dominic cingoranelli

i want to address the issue of equity – how it is commonly allocated to begin with, and then making adjustments to it over time.

for many firms, the idea in the beginning is that “all the partners are the same, so their ownership should be the same.” when the firm starts out with only a shingle, this is a very fair premise. so, for the sake of this column, let’s start out with a two-partner firm and build from there, talking through the common issues that arise in the area of distributing equity ownership.

more on performance management: develop your employees or suffer the consequences | cpa firm performance assessments: 15 core competencies, 21 questions | how to target what skills to develop now | what having your employees’ backs means | 5 harmful management attitudes (and how to fix them) | do cpa firms need management or leadership? | job 1 for the practice owner: client management

start with two

the most common approach would be for the two partners to split the ownership 50/50. the reason why this often works so well is because the two people who join together often are brought together because of their complementary skills. for example one might be very technically competent and the other more marketing savvy. together they make a great team – one, without the other, is less effective.

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develop your employees or suffer the consequences

businesspeople discussing chartsevery employee, for developmental purposes, needs to directly report to somebody.

by bill reeb and dominic cingoranelli
卡塔尔世界杯常规比赛时间 / succession institute

you may have established a competency model for your firm, but how do you use it to develop your people? let’s walk through what an action plan might look like to drive that development.

it is common for firms to have talented partners and principals.  depending on the firm’s size and organization structure, things start getting fuzzier from a competence perspective from there on down the organizational chart.

more on performance management: cpa firm performance assessments: 15 core competencies, 21 questions | how to target what skills to develop now | what having your employees’ backs means | 5 harmful management attitudes (and how to fix them) | do cpa firms need management or leadership? |  job 1 for the practice owner: client management

for example, some firms have a strong management group with a gap in talent starting at the senior or supervisor level. others might experience their talent gap at the manager level because everyone who shows any self-starting initiative or promise is moved to a principal position early on. it doesn’t matter the size of your firm, you will likely be feeling a big gap or drop in talent somewhere in your organizational chart.

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merger prep: getting to know you

four people meeting at a restaurantbonus checklist: 18 questions to ask and answer.

by marc rosenberg
cpa firm mergers: your complete guide

all merger discussions have to begin somewhere. after merger candidates have been identified, there obviously needs to be an initial meeting for the two firms to get acquainted.

more on mergers: the merger process in 21 steps | plant seeds to turn up merger candidates | looking to grow your firm? how to find a seller in four steps | 13 ways to screw up a merger | 15 can’t-skip merger terms to decide | 14 keys to a successful merger | 13 reasons accounting firms merge | mergers 101: when negotiations aren’t really negotiations

everything is confidential and informal. no exchange of financial statements. the two parties simply spend an hour or two – you guessed it – getting to know each other. many firms like to convene this meeting over breakfast or lunch because meeting at a restaurant gives the encounter an air of informality and sociability. other firms like to do this in the larger firm’s office so that the smaller firm can get a “house tour.”

read more →

one times fees is a steal!

12909723_sthe math might surprise you. 

by marc rosenberg
cpa firm mergers: your complete guide

partners in accounting firms are familiar with the rule of thumb that a cpa firm’s goodwill is worth one times fees; however, like many “rules of thumb,” this notion is often incorrect.

when buyers begin to think about how much they will pay for a smaller firm, they often have this one-times-fees notion in the back of their minds. then, when sellers are bold enough to ask for a price in excess of one times fees, buyers often balk because they feel that the asking price is too rich.

more on mergers: the merger process in 21 steps | plant seeds to turn up merger candidates | looking to grow your firm? how to find a seller in four steps | 13 ways to screw up a merger | 15 can’t-skip merger terms to decide | 14 keys to a successful merger | 13 reasons accounting firms merge | mergers 101: when negotiations aren’t really negotiations | 5 steps to take before merging

the purpose of this chapter is to demonstrate that buying a small firm for one times fees is a steal (for the buyer). in fact, it’s still an outstanding investment at a premium price, say, as high as 1.3 times fees. let me illustrate.

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the merger process in 21 steps

numbered bleacher stairsplus: 15 potential deal breakers and non-negotiables.

by marc rosenberg
cpa firm mergers: your complete guide

it’s important to understand the flow of the entire merger process.

every merger has its unique aspects. it’s impossible to choreograph, from a to z, exactly how the process for all mergers will work. the steps in the process listed below appear in the order of how they commonly occur.

more on mergers: plant seeds to turn up merger candidates | looking to grow your firm? how to find a seller in four steps | 13 ways to screw up a merger | 15 can’t-skip merger terms to decide | 14 keys to a successful merger | 13 reasons accounting firms merge | mergers 101: when negotiations aren’t really negotiations | 5 steps to take before merging

but again, because all mergers are different, the flow of the steps might vary from merger to merger.

read more →

cpa firm performance assessments: 15 core competencies, 21 questions

reeb-and-cingoranelli-with-cpatr-si-logo-200checklist: how to fine-tune your own firm’s performance management systems.

by bill reeb and dominic cingoranelli
卡塔尔世界杯常规比赛时间 / succession institute

when evaluating people within a firm, “relative importance” is a way to differentiate expectations regarding the same competency for various levels within your firm. we decided the best way to drill down even further into a competency model was to share some of the details of our competency model with you.

more on performance management:how to target what skills to develop now | what having your employees’ backs means | 5 harmful management attitudes (and how to fix them) | do cpa firms need management or leadership? |  job 1 for the practice owner: client management

it considers the following six levels within a cpa firm (each firm needs to choose whatever breakdown works best for them):

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how savvy growth firms attract the best merger candidates

man's hand sowing wheatyou need to be on the lookout year round.

by marc rosenberg
cpa firm mergers: your complete guide

firms that are serious about merging in smaller firms on a regular basis understand that doing mergers is all about planting seeds. a buyer has to have this attitude:

more on mergers: looking to grow your firm? how to find a seller in four steps | 13 ways to screw up a merger | 15 can’t-skip merger terms to decide | 14 keys to a successful merger | 13 reasons accounting firms merge | mergers 101: when negotiations aren’t really negotiations | 5 steps to take before merging

every day of every year, at least one firm decides to test the merger waters. if our efforts to identify sellers are made continuously throughout the year, every year, sooner or later, we will find at least one interested merger candidate and probably more than one.

read more →