{"id":88760,"date":"2021-09-26t00:00:52","date_gmt":"2021-09-26t04:00:52","guid":{"rendered":"\/\/www.g005e.com\/?p=88760"},"modified":"2023-01-30t12:45:39","modified_gmt":"2023-01-30t17:45:39","slug":"flash-briefing-a-call-to-arms-after-private-equity-deal","status":"publish","type":"post","link":"\/\/www.g005e.com\/2021\/09\/26\/flash-briefing-a-call-to-arms-after-private-equity-deal\/","title":{"rendered":"flash briefing: a &#8220;call to arms&#8221; after private equity deal"},"content":{"rendered":"<p><strong>eisneramper move augurs a new path forward for firms seeking capital for growth.<\/strong><\/p>\n<div style=\"padding: 56.25% 0 0 0; position: relative;\"><iframe style=\"position: absolute; top: 0; left: 0; width: 100%; height: 100%;\" title=\"vid 32_zecca and esposito on private equity funding_wrick telberg_1.mp4\" src=\"https:\/\/player.vimeo.com\/video\/606736316?h=7b8760f152&amp;badge=0&amp;autopause=0&amp;player_id=0&amp;app_id=58479\" frameborder=\"0\" allowfullscreen=\"allowfullscreen\"><\/iframe><\/div>\n<h3><em>with<a href=\"\/\/www.g005e.com\/author\/domenick-j-esposito\/\">\u00a0dom esposito<\/a> and <a href=\"\/\/www.g005e.com\/author\/zecca\/\">anthony zecca<\/a><\/em><\/h3>\n<p>eisneramper&#8217;s deal to take on private equity and spin off its attest firm represents a new path forward for firms seeking capital to remain competitive in talent and in technology, according to dom esposito and anthony zecca, two veteran big-firm leaders, in this exclusive 卡塔尔世界杯常规比赛时间 flash briefing webinar.<\/p>\n<blockquote><p><strong>download<\/strong>\u00a0the <span style=\"text-decoration: underline;\"><a href=\"\/\/www.g005e.com\/wp-content\/uploads\/2021\/09\/esposito-and-zecca-on-private-equity-cpatrendlines-flash-briefing-2021-09-09.pdf\">slide deck here (pdf)<\/a><\/span><\/p>\n<p><strong>more on private equity for cpa firms:<\/strong><\/p>\n<p><a href=\"\/\/www.g005e.com\/2021\/09\/22\/charly-weinstein-on-taking-private-equity-for-growth-funding\/\">exclusive: ceo charly weinstein explains the private equity deal<\/a><\/p>\n<p><a href=\"\/\/www.g005e.com\/2021\/09\/14\/will-private-equity-rescue-the-cpa-business\/\">analysis by esposito and zecca: how outside capital can remake cpa firms<\/a><\/p>\n<p><a href=\"\/\/www.g005e.com\/2021\/09\/13\/is-private-equity-the-new-source-of-growth-capital-for-cpa-firms\/\">analysis by esposito and zecca: private equity the new source of growth capital for cpa firms?<\/a><\/p>\n<p><a href=\"\/\/www.g005e.com\/2021\/09\/11\/big-deal-private-equity-takes-stake-in-eisneramper-cpas-2\/\">eisneramper gets private equity backing<\/a><\/p>\n<p><strong>esposito<\/strong> is author of &#8220;<a href=\"\/\/www.g005e.com\/shop\/esposito-8\/\">8 steps to great: driving success at the world\u2019s largest cpa firms and how to apply the lessons at firms of all sizes<\/a>.&#8221; more by\u00a0 <a href=\"\/\/www.g005e.com\/author\/domenick-j-esposito\/\">dom esposito here<\/a>.<\/p>\n<p><strong>zecca<\/strong> is the author of <a href=\"\/\/www.g005e.com\/shop\/az21edg\/\">&#8220;leading from the edge \u2013 the new growth handbook with bonus toolkit<\/a>.&#8221; more by <a href=\"\/\/www.g005e.com\/author\/zecca\/\">anthony zecca here<\/a>.<\/p><\/blockquote>\n<p>it&#8217;s &#8220;a call to arms,&#8221; says zecca. &#8220;whether you&#8217;re a $30-million firm or a $300-million firm, it doesn&#8217;t matter. you need to step back and say, okay, how is this going to affect me? how&#8217;s this going to affect how we get our clients? how is this going to affect how we&#8217;ve gotten our talent? and what do you need to do to change in this changing landscape?&#8221;<\/p>\n<p>for esposito, &#8220;the takeaway is an understanding that you have options. and private equity is now an option that you should consider if you have the right mix of services and the right size.&#8221;<!--more--><\/p>\n<h3>transcript<\/h3>\n<p><em>transcripts of our episodes are made available as soon as possible. they are not fully edited for grammar or spelling.<\/em><\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>we&#8217;re here today with dom esposito and tony zecca. we&#8217;re going to be talking about the big news out of eisneramper, where they gave a stake in the firm in exchange for funding through a private equity firm. the result is they&#8217;re spinning of attest firm, and the private equity firm is betting on the consulting business to grow by leaps and bounds. will it work? does it make sense? let&#8217;s find out. let&#8217;s start by introducing dom and tony.<\/p>\n<p>dom is the author of 8 steps to great. and he&#8217;s also a former grant thornton, ceo, bdo vice-chair, and cohnreznick national growth director. anthony zecca is out with his new book leading from the edge. tony, as a former coo of a major new york firm, both these guys know big firms, they know mergers, they know deals. they are partnership works, and they know the new york market. so i&#8217;m going to start by turning it over to tony zecca.<\/p>\n<p><strong>anthony zecca<\/strong><\/p>\n<p>thanks, rick. let me get my screen ready. good morning, everybody. good afternoon, i should say. and thanks for joining us in this very timely webinar on private equity &amp; you, and how the investment in eisneramper and some others that have happened in the past are things that you should maybe think about or consider in terms of what the impact might be on you.<\/p>\n<p>so just briefly, here&#8217;s what we&#8217;re going to talk about a little bit about today. background, private equity due diligence, what due diligence might look like, what are the trade-offs? if there&#8217;s a private equity investment in your firm, what are some of the trade-offs that you are probably going to experience? what&#8217;s the plumbing and corporate governance look like? in other words, how&#8217;s the firm day-to-day operations going to change? and then finally, is a private equity infusion an effective wealth creation vehicle for cpa partners? and at the end, we&#8217;ll have a short topic on the issue of what happens if your firm is smaller, how does this affect you, and how do you compete going forward? and then hopefully have some time for q&amp;a.<br \/>\nso at the beginning, there&#8217;s all a relatively new landscape. so a lot of what dom and i are going to talk about is based on our own thoughts about it. can&#8217;t say it&#8217;s based on a lot of experience because it hasn&#8217;t been a lot of experience with many firms in doing this. so then we will talk about some of the ones that have been done historically and why they didn&#8217;t work in those cases.<\/p>\n<p>but historically, we look at private equity firms, and they&#8217;ve sort of hovered around accounting firms, cpa firms for a while. and they find us attractive because evaluations are generally low, so they can get a nice interest for a relatively low investment. our balance sheets are generally void of heavy debt. we generally, as accounting firms are very strong balance sheets. we have very strong cash flow. as all of you know, we&#8217;re listening in, and our clients are predominantly annuity base. so we have a pretty significant and continued revenue stream year after year.<\/p>\n<p>now on the non-attest side with advisory, that&#8217;s not necessarily the case because advisory is generally project-based. so the attractiveness of the annuity business is not as great with investment in the advisory side of the firm, but that&#8217;s sort of why private equity firms have looked at cpa firms as somewhat attractive.<\/p>\n<p>most cpa firms now are slowly transitioning. we&#8217;ve lived in a world of compliance for so long. and over the last several years, a lot of firms have made to move or attempted to make a move to a more progressive professional services model where the focus is on advisory consulting services because of higher margin and because it was a way to grow beyond the compliance model. so a lot of firms are moving in that direction. and because of that, private equity firms are harboring looking for cpa firms to invest in.<\/p>\n<p>dom and i have one client with a magic partner told me not long ago, he got at least one call a day from a venture firm or a private equity firm looking at to talk about investing. so it&#8217;s here, and where it goes, time will tell.<\/p>\n<p>private equity firms and lenders consider also acquiring a mid-size to larger firm at the trailing edge of their investment strategy. so why? because cpa firms are not usually scalable, and therefore it&#8217;s not in their sweet spot in terms of what private equity firms look for. they want to invest, they want to grow, they want to exit. and cpa firms, historically, i&#8217;ve not been usually scalable from that point of view. so it&#8217;s been a challenge. and the advisory side is a bit different. and again, i think that&#8217;s why private equity firms are interested in that piece of our world.<\/p>\n<p>in our view, private equity might hit singles and doubles from an investment in a midmarket cpa firm. but whether it will be a home run or not, time is going to tell. we don&#8217;t know. and we wish the firms that have done this all the success in the world. but we just don&#8217;t know. time will tell us what&#8217;s going to happen with this going forward.<\/p>\n<p>so let&#8217;s talk about due diligence for a few minutes and what it&#8217;s going to look like. cpa firms, we might&#8217;ve gone through some due diligence in terms of banks if we&#8217;ve gone out for some loans, and we probably did some due diligence if we&#8217;ve done mergers, and we have acquired firms coming into our firm.<\/p>\n<p>but let&#8217;s look at the due diligence focus that the private equity firms probably going to have, as it looks at a cpa firm as an investment vehicle. it&#8217;s going to look at our information systems, our cash flow, our liquidity, how we deliver our services, and what the costs of those services are and our expenses. let&#8217;s talk a little bit about them.<\/p>\n<p>so information systems. one of the things that we think will happen is private equity firms will do a lot of data analytics, a lot of data mining to really figure out where cash flow is coming from or where it&#8217;s going, and to see, to make sure that they understand completely how the cash flow and the profitability of the firm&#8217;s going to be post-investment so that it provides them with the insights they need in terms of helping identify their flipping strategy three to five years from now, because again, dom and i still believe that private equity firms are not in this for a long haul, they&#8217;re going to look to invest, grow substantially, and then come up with a strategy to exit three to five years, maybe six, seven years, but not much longer than that.<\/p>\n<p>cash flow. net income is important, we all know, but private equity firms are fixated on cash flow. they value businesses based on ebitda, and what&#8217;s going to allow them to eventually cash out and get paid more than what they invested is by increasing that cash flow, increasing that ebitda. so that&#8217;s part of the challenge that they have to assess when they invest in a firm, is can they really grow the consulting practice to a level that will provide them the growth that they need in order to make the investment a worthwhile investment.<\/p>\n<p>liquidity. we know that private equity firms have use leverage to make investments, and the reason deal is the same thing happening. in an article, we just saw deutsche bank was a primary lender in that transaction.<\/p>\n<p>so based on that and how they operate in their investments, they&#8217;re going to require monthly, weekly, quarterly cashflow forecast to make sure that the firm is staying within the liquidity covenant. and if they&#8217;re not, the private equity firms is going to take strip action to make sure that they bring the firm back into compliance.<\/p>\n<p>so the way that we manage ourselves as accounting firms from this point alone is going to be much different because most of us haven&#8217;t looked at cash flow that closely because we&#8217;re relatively cash flow rich.<\/p>\n<p>but in the private equity world, there&#8217;s going to be a lot more focused on that. so from a due diligence point of view, going to spend time making sure that the firm can stay within the liquidity covenant based on forecast key performance indicators and other metrics that they&#8217;ll use to maintain that.<\/p>\n<p>the look at the services and costs of delivery. most firms, dom and i work with a lot of accounting firms. and even in our own firm, figuring out necessarily where our money is coming from, what clients are making money on, and what clients are not making money on, it&#8217;s not something that most firms pay an awful lot of attention to. and at the end of the year, they look at how much money is left and gets distributed to the partners. and as long as that&#8217;s going up a little bit every year, everybody&#8217;s happy.<\/p>\n<p>so we don&#8217;t really dig down to the client level and say, &#8220;are we making money on these clients? are we getting rid of the bottom clients, the top 10% of our clients making room for more clients to come in?&#8221; we generally are not doing that.<\/p>\n<p>private equity firms are going to make us do that. they&#8217;re going to make us look at our clients, make sure they understand how much it&#8217;s costing us to service our clients. making sure that there&#8217;s a process in place that when we bid on new work, that we&#8217;re bidding that work at profit levels that are acceptable to achieve the liquidity and forecasts that are necessary to meet the covenants. and so how we service our clients and how we budget, and how we actually win clients is going to change a bit in the private equity world.<\/p>\n<p>final thing is expense control. the private equity firms will dig into all of our expenses. all of our policies, our controls, figure out where we&#8217;re spending our money, our partner expense accounts probably will be scrutinized the freedom, so to speak that we&#8217;ve had to be a little bit lax with some of the expenses that we pay our partners, all of that&#8217;s going to come under the eye of the private equity firm after they do a very deep due diligence on the firm before they make that investment.<\/p>\n<p>so what are the trade-offs that you should consider? one is a loss of independence. i think it&#8217;s going to be fairly evident that private equity firms is going to be in charge. we say maybe, but they&#8217;re going to be in charge. doesn&#8217;t mean they&#8217;re going to get involved day-to-day in how we run the business and how we do our projects, but they&#8217;re going to be involved. they&#8217;re going to be making sure that they are in control of what we&#8217;re doing.<\/p>\n<p>partner compensation. there&#8217;s going to be an initial haircut in partner compensation to create that cash flow for the pe firm because think about the debt service. the debt that&#8217;s going to be serviced. so it&#8217;s something that we, as accounting firms, haven&#8217;t had to really do. so now, to the extent that the investment is leveraged somewhere, that money&#8217;s got to come to pay the debt service. and part of that is going to come from growth. part of it&#8217;s going to come from an initial haircut and partner compensation. at least that&#8217;s dominant, i believe.<\/p>\n<p>a big trade-off, there&#8217;s going to be culture change. now, as accounting firms, we&#8217;ve lived in a fairly collegial world. there&#8217;s a lot of debate about whether partnership is a great form of governance, but that&#8217;s how we&#8217;ve lived in this profession for as long as any of us can remember. and the culture reflects that because, again, it&#8217;s a fairly collegial investment culture. i&#8217;m sorry. we look at our talent, our people as our family in many regards. and so, our culture is one that will be challenged in a private equity world. at least we believe it will be. doesn&#8217;t mean that&#8217;s negative. it just means that there&#8217;s going to be a lot more focused on performance, a lot more focused on results, a lot more focused on delivering what we&#8217;re saying we&#8217;re going to deliver.<\/p>\n<p>finally, firm leadership. dom and i worked with firms for a long time. my recent book, firm leadership talks about accounting firm leadership. and the issue as accounting firms, our leadership has been based on what has been forever, basically relatively focused on the past, relatively comfortable with incremental growth every year, relatively comfortable with incremental profit growth every year. and that&#8217;s going to change and be much greater pressure and oversight firm leadership to achieve the financial and the performance goals from why.<\/p>\n<p>so we think, dom and i, and it remains to be seen because, as we said, this is a relatively new world, but dom and i believe that these are four areas where major trade-offs in terms of how we&#8217;ve operated it as an accounting firm and how we&#8217;re going to operate going forward under the ownership of the majority ownership or even major ownership over private equity firms going to change. it&#8217;s not going to change the ad tech side. dom will talk about the access part of the firm, but it clearly will change on the advisory side in terms of how the firms operate. i&#8217;d like to turn it over to dom now.<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>yeah. thank you, tony. good afternoon, everyone. tony just finished chatting about the risks, if you will, of a private equity transaction as it relates to the accounting firm. but there&#8217;s also risks with the private equity firm. and we haven&#8217;t seen an awful lot of evidence that it&#8217;s easy for a private equity firm to cash out when it&#8217;s time to flip the investment. and like tony said, their mindset is to flip the investment over a very short period of time.<\/p>\n<p>obviously, there&#8217;s an existing public company. they could flip it in today&#8217;s day and age, we have spacs. there have been ipo&#8217;s that have been tried. those are the most common ways, but they can also, the private equity investor could also flip it to another private equity firm which is not uncommon in and of itself.<\/p>\n<p>but history has shown that flipping a professional services firm is not that easy. and one done not an awful lot of is that has been successful. in general, outside cash infusions, be it private equity, public companies, financial services companies, don&#8217;t have great track records for financial success. tony, go to the next slide, please.<\/p>\n<p>there are already an awful lot of success stories out there. and here are some of the reasons why there&#8217;s some skepticism around private equity transactions. private equity firms and cpa firms traditionally have not mixed well. cpa firms manage and lead for the longer term and think about the institution or the family, if you will, while private equity generally thinks short term, and what&#8217;s my roi.<\/p>\n<p>there&#8217;s a caring culture in cpa firms that many admire. and the senior partners truly see their employees as their most important assets. this conflict, and the employment displacement it present to midsized to largest cpa firms and staff when private equity firms come in, causes many cpa firms to frown on private equity transactions.<\/p>\n<p>there were other reasons there initially is a cut in partner compensation. let&#8217;s say potentially a cut because we don&#8217;t know for certain, and earned out periods need to be achieved.<\/p>\n<p>other negative factors include: private equity firms will keep senior cpa firm partners initially employed to make sure clients are properly serviced and transitioned, but after a short period of time, some of these same partners might get pushed out of the firm.<\/p>\n<p>private equity firms may load up on debt that usually amounts to at least three-to-four-times ebitda. partner perks and discretionary expenses, as tony said, will be brought down probably to minimum amounts. and cash management of receivables and payables will be run very tightly.<\/p>\n<p>we know that accounting firms don&#8217;t have the best track records in turning over their receivables as quickly as, let&#8217;s say, they should.<\/p>\n<p>cbiz and uhy are examples of private equity transactions. cbiz is now public and prospering. they&#8217;re doing well. uhy, which initially was a roll-up that subsequently this invested itself in the euston operation, remains private as a mid-market firm and continues to make some very good progress.<\/p>\n<p>but there also known bust. one received quite a bit of publicity back in 2007 when a private equity firm purchased about 80% of a philadelphia-based accounting and consulting firm, smart and associates, for 60 million and refinancing six million of debt. smart was subsequently combined into a publicly-traded consulting firm called lecg. and lecg went out of business in 2011.<\/p>\n<p>in the 2008 recessions recession, lenders started making demands on lecg and smart, and according to senior partner jim smart, this was in the newspapers. many smart associate partners and staff hit the pavement, started looking for new positions.<\/p>\n<p>other examples of bust goldstein, golub &amp; kessler, a well-known firm, highly regarded firm, often referred to as ggk, was acquired by american express and subsequently spun out. mcgladrey was acquired by h&amp;r block and subsequently spun out. and i recently remembered that bdo had a huge investment by a financial services firm by the name of lincoln financial. and lincoln infused that cash into bdo with the intent of accessing bdos clients to sell financial services, products, financial planning, et cetera, and that eventually went bust. next slide, tony.<\/p>\n<p>so if you were to do a transaction with a private equity firm, what does it look like? and we&#8217;ve been asked an awful lot about how big does a cpa firm need to be to do a private equity transaction? well, you don&#8217;t need to be the size of an eisneramper for sure. but 10 to 20 million is not big enough, but the option of, if you are a 10 to $20 million firm, you have an option of rolling up with other firms to get some more critical mass, which is exactly what uhy did.<\/p>\n<p><strong>anthony zecca<\/strong><br \/>\ni think the cpa firm also has to have some advisory revenue. that&#8217;s important.<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>that&#8217;s key, tony. you&#8217;re right. it&#8217;s key. it needs to be advisory revenue in that mixer revenue. so if you would just a compliance practice, obviously, it&#8217;s not going to be attractive to a private equity firm. but if you were to do a transaction with a private equity firm, this is what it looks like at the end of the day, is called the alternative practice structure or aps. on the left side of the screen, you see that cpa firms, i refer to them here as attest cpa firm is 100% owned by cpas. and that continues to do the compliance work.<\/p>\n<p>on the right side, you now have the consulting part of the old cpa firm spun out into a non-attest consulting company, and then non-attest consulting company is owned by both cpas and non-cpas. the non-cpas being the private equity firm. the non-attest consulting company and the attest cpa firm have a service agreement. and we&#8217;ll describe how that works in a moment. so tony, go to the next slide, please.<\/p>\n<p>in order for the aps to work and be in compliance with the state laws and aicpa requirements, the aicpa gave guidance in rule 101-14, which essentially says that: in the attest firm, each director has to be a licensed cpa and an attest cpa firm partner. substantially all owners of the attest cpa firm will also be employees of the non-attest consulting company. and the board of the attest cpa firm is to include attest cpa firm employees only.<\/p>\n<p>the attest cpaf firm board is distinct from the non-attest consulting company board. so now there&#8217;s going to be two boards. the non-attest consulting company employees on attest cpa firm boards are not directors, executive offices, or senior management of the non-attest consulting company, and the attest cpa firm has to be independently managed. the managing partner of the attest cpa firm has to report to the attest cpa firm board. promotion or removal of an attest cpa firm partner is the decision of the attest cpa firm. and the services agreement provides that non-attest consulting company does not control the governance, the structure, or the operations of the attest cpa firm. next slide, tony.<\/p>\n<p>as i said earlier, there&#8217;s services agreement. the non-attest consulting company essentially provides most of the administrative services. it provides personnel to the licensed cpa firms. so the attest cpa firm is enabled to perform services for its clients. there needs to be a statement in the files that services rendered on behalf of the attest cpa firm by cpas will be under direction, control, and supervision of the attest cpa firm and will be rendered in accordance with the personnel manual.<\/p>\n<p>is private equity infusion an effective vehicle to create cpa firm wealth? well, we think it is, and we give it a definite yes, with the understanding that if a cpa firm has a strategic plan that it revises to reflect how strategies and tactics will be enhanced as a result of the private equity infusion, and the aps effectively delivers on the enhanced strategic plan, it could be a home run. the private equity infusion could be a home run.<\/p>\n<p>the question that lingers out there, at least to us, is the gain worth the pain? with bank borrowing rates being so low and many firms having partner cash capital accounts at levels where they really aren&#8217;t at maximum, is a vehicle other than private equity a better &#8220;wealth creation&#8221; path? only time will tell.<\/p>\n<p>so, tony join me on this, could be asking the question, if you are a small to mid-sized cpa firm and have no plans of going into a private equity transaction, or at least pursuing one, where do you go from here? how do you compete if pe is not your future? tony, what are your thoughts?<\/p>\n<p><strong>anthony zecca<\/strong><\/p>\n<p>yeah, i think it&#8217;s an interesting question because if a pe firm infusion isn&#8217;t in your future, then as dom said, you need to step back and dramatically change your strategy in terms of how the firm&#8217;s going to grow and move faster to the advisory-based model and away from the compliance-based model.<\/p>\n<p>but if that&#8217;s not in your future, what do you do if you&#8217;re a 20, 30, $40 million firm and you don&#8217;t have much of an advisory, and you recognize that maybe as dom said, the pain is not worth the game, what do you do? well, with the pe firm infusion into firms, obviously, the idea there is to get talent, to acquire other firms, to invest in technology. so one of the things that&#8217;s going to happen is there&#8217;s going to be a strong compression of talent availability. we&#8217;re living through that now.<\/p>\n<p>so part of what you need to do is figure out a talent strategy that will work in the environment that you&#8217;re in for the clients that you have for the types of talent that you&#8217;re going to need to make your firm successful.<\/p>\n<p>the other thing is to think about your clients and what can you do. and i think here firms have to step back and really take a long, hard look at how they service their clients to kind of services they provide their clients, and they need to start adding more value to coin that phrase. we talk about value add, but we really need to step back. so if you&#8217;re a firm that now it has to compete in this new world, then you need to have services that are going to make sure that that client sticks to you like glue because you&#8217;re servicing them, you&#8217;re delivering what they need.<\/p>\n<p>so part of the answer is to really look at your service list and look at the way that you service your clients and to become much better at it than we have had in the past. you&#8217;re not going to be able to just depend on compliance and make that be your future strategy. that&#8217;s one of the things.<\/p>\n<p><strong>dom esposito\u00a0<\/strong><\/p>\n<p>did you mention phantom ownership?<\/p>\n<p><strong>anthony zecca\u00a0<\/strong><\/p>\n<p>no. good, dom. another thing is dom and i had some discussions about this is. as accounting firms, as i said before, we make money and we distribute it out to partners, we give bonuses, we follow his model forever.<\/p>\n<p>but with pe firms, one of the reasons why it&#8217;s attractive is in a pe model getting talent, it can be made a lot more lucrative because they can offer stock options. they can offer shares. they can offer ownership. and we can&#8217;t do that in the accounting firms unless we make partners. and that&#8217;s not a great solution for us, but there&#8217;s nothing to say that phantom stock, as an example, can&#8217;t work.<\/p>\n<p>so we have a process or a model in place that provides phantom shares through some of our key people that are not going to be partners and carve out a piece of profit every year, based on the phantom stock plan that goes to the employees that are phantom shareholders. so that&#8217;s one thought to think about in terms of how you may want to compete to make talent and make your firm attractive to talent when you&#8217;re competing with a pe invested firm where they can offer stock.<\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>yeah. well, let&#8217;s open it up to questions. dom, tony, thank you for a fantastic presentation. you really got into the nitty-gritty wonderful stuff. i think the first question that comes to mind is valuation without speaking specifically about eisneramper, how would affirm like that be valued?<\/p>\n<p><strong>anthony zecca<\/strong><\/p>\n<p>let me address it first. and then dom could add to it. when you look at the accounting firm, we separate the attest from the non-attest. we talked before about one of the values of cpa firm is the annuity business. well, that doesn&#8217;t exist in the advisory practice because it&#8217;s all project-based. so when you look at evaluation for a consulting firm, one of the challenges in valuation is how do you evaluate a firm when there&#8217;s no guarantee about what future revenue is?<\/p>\n<p>so what you&#8217;re really buying is the talent, you&#8217;re buying the services, and you&#8217;re buying the way that they market and brand. so, no one knows how private equity is going to value this because their evaluations might be higher simply because there&#8217;s a long-term strategy that we&#8217;re not aware of, but typically speaking a consulting firm, whereas an accounting firm might for&#8230; used to go up for 1 to 1.2 times, revenue that&#8217;s come down a bit, consulting firms, again, depending upon the service and profitability and everything else, it could be anywhere from 75% of revenue. we&#8217;ve seen some valuations and certain services, which are two times revenue. so it depends on lots of factors.<\/p>\n<p>but for an accounting firm, it&#8217;s probably at the lower end of that unless the pe firm is investing based on a longer-term play.<\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>next question from brian]. to what extent is tower investing in the future cash flow of eisner&#8217;s in the test business versus just the consulting business?<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>again, we don&#8217;t know the specific of the eisner&#8217;s transaction that&#8217;s important for everyone to understand, and no one does except the eisner&#8217;s partners and the private equity firm, but the private equity firm is not investing in the attest cashflow.<\/p>\n<p><strong>rick telberg\u00a0<\/strong><\/p>\n<p>okay. related to that, alliance has the question, does it matter if the consulting revenue is transactional in nature?<\/p>\n<p><strong>anthony zecca<\/strong><\/p>\n<p>well, yeah, it does. as i said before, it matters in terms of how it might be valued and therefore what percentage ownership the pe firm gets for the dollars it puts in, because it&#8217;s a bit transactional, which is what most services and consulting are other than say your managed services, which tend to be annuity, and some others do, but they tend to be transactional. so there&#8217;s no continuity of revenue unless you sell new projects. so the more transactional it is, the more risk to the pe firm in terms of being able to grow that revenue, because remember the pe firm wants to grow it and exit it, and it can&#8217;t exit it unless it gets significant growth. so transactional business would be a more difficult challenge.<\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>one of the things that struck me about the eisner deal is that once they spin off the attest firm, the remaining management advisory services firm is consulting, and the rest is tax.\u00a0 what kind of pressure do you think that puts on a firm to produce growth and margins?<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>significant, i don&#8217;t know how else to say it. the private equity group is in there to make profit and hopefully to make that profit over a short period of time. so, yeah, there&#8217;s pressure, but there&#8217;s pressure all the time in an accounting firm to generate revenues or profits. but i think it&#8217;s fair to say that it&#8217;s enhanced when you have an outside investor in that has an expectation of getting some significant roi. so yeah, there&#8217;s going to be pressure. there&#8217;s going to be significant from time to time. but i think also this is a way of the world that has to be carefully considered because so many firms, rick are struggling with organic growth, struggling with attracting talent. and this is a vehicle that may help get them there. so requires careful consideration.<\/p>\n<p><strong>rick telberg\u00a0<\/strong><\/p>\n<p>david has a question about valuation. it goes like this, the cpa attest firm maintains the ownership, but does the services agreement move profits from the cpa attest firm to the non-attest ownership structure?<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>other than through a service surcharge, it is not my understanding that that is done. so the attest profits less the service charge, if you will, stay with the attest partners?<\/p>\n<p><strong>rick telberg\u00a0<\/strong><\/p>\n<p>and jean carragher has a question. in a time when recruiting and retention is already a challenge, how will firms address or handle the culture change? everybody&#8217;s competing for the same talent now. if they were in one league, they were an even tougher league now in competing for talent. and a lot of it is about culture. we&#8217;re going through a culture change at firms. how can firms address the culture change from managerial leadership point of view?<\/p>\n<p><strong>anthony zecca<\/strong><\/p>\n<p>i think if you&#8217;re from where pe has invested, or your strategy is to get to a point where you want pe to invest in your firm, i think it&#8217;s a major changes. leadership, again, in most accounting firms, has been&#8230; in my book, i call the central leadership. basically, have functioned on more of the past. so when they talk about strategy, talk more about tactics, you don&#8217;t really have that long-term vision. a lot of firms are not measured through the right kpis. the culture is a reflection of how leaders lead, and again, most accounting firms, as you said before, it&#8217;s more collegial, there&#8217;s talk about billable hours and things like that, but a lot of firms don&#8217;t really focus on linking performance to compensation, talk about it, but they don&#8217;t do it in most cases. in a pe world that&#8217;s going to all change.<\/p>\n<p>so the culture and leadership has to be, i think, much different than it is because the pe firm, the number one objective is going to be, as dom said, profit and growth, so that the exit plan, whatever that exit plan is works, it can only work if there is growth and profits. so much greater focus on profitability and on growth. and when you have that, the culture is going to change because you need to have people really focused on business development. you need client service partners focused on making sure that their clients are profitable. it&#8217;s a dramatic change in the culture and in leadership.<\/p>\n<p>i think in many cases, the leadership challenge is going to be the greatest, but i&#8217;m sure that&#8217;s something that pe firm evaluates when they decide to invest. so in the eisner case, as an example, strong leadership is something that the pe firm, i&#8217;m sure, has evaluated and has concluded that firm has strong leadership, which it does. so i think it&#8217;s a major challenge for firms in terms of changing how they lead.<\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>you both come out of the new york city market. eisneramper is big in the new york city market. what&#8217;s the reputation for that firm in the new york city market?<\/p>\n<p><strong>dom esposito\u00a0<\/strong><\/p>\n<p>terrific. the reputation for eisneramper has always been going back to the dark eisner days. the very high-quality firm and the leadership there today continues with that legacy, very highly regarded within the community.<\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>and recently, eisneramper has been on tap in making acquisitions, non-cpa firm acquisitions, actually, technology here, and i think hr there, going forward, is that the kind of thing that a deal like this would generate merger activity?<\/p>\n<p><strong>anthony zecca<\/strong><\/p>\n<p>i think to get the growth, as dom said, organic growth&#8217;s hard. so to get the growth that i&#8217;m sure is part of the strategic plan there has to be mergers because you&#8217;re going to go out and buy the talent and the best place to get the talent, if you want to launch a new service is to go out to find a firm that&#8217;s doing it today, doing a great growing has talent, and you bring them in. and that&#8217;s one of the benefits of the pe investment because that cash exists to make those deals happen. so i think mergers will be a much greater part of the growth strategy than it has been in the past.<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>and not only domestic mergers or acquisitions, but also international. there have been a number of transactions where midsize large cpa firms are doing transactions overseas to bring them under one umbrella, if you will, worldwide. that&#8217;s also a trend that we see quite a bit of in the large cpa firm space.<\/p>\n<p><strong>anthony zecca<\/strong><\/p>\n<p>there&#8217;s also some very large firms based outside the us that are looking to make a footprint in the us, and they&#8217;re looking to acquire firms in the us. so merger activity is going to continue at the pace that it has. and again, with private equity investment, i think it&#8217;s going to accelerate because i don&#8217;t see how a firm as good as a firm might be can achieve the growth objectives that are going to be necessary to deliver the pe firm what it&#8217;s looking for without a very, very aggressive merger strategy.<\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>don, tony put the shoe on the other foot. if you guys were advising a pe firm about investing in a cpa firm, what would you tell them?<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>what would we tell them? we would tell them to do their due diligence. we had a slide up there on the types of things that would be examined, and you need to examine them carefully. but at the end of the day, rick, i think what the pe firm looks to is the quality of the people, the quality of the leadership, the quality of the clients, and the potential that those components have to raise it up a notch, so to speak. and if the answer is, &#8220;i&#8217;m not so sure that this firm has what it takes to raise it up a notch,&#8221; you walk away.<\/p>\n<p>but if, on the other hand, you walk away with the impression that, &#8220;yeah, this firm has what it takes, and with a little bit of guidance, we can take it to another level,&#8221; to me, that&#8217;s the most important thing. you could do all the number crunching you want, all of the examinations that you want to take, but you got to look the people in the eyes and see if they got what it takes to take it to the next level.<\/p>\n<p><strong>anthony zecca\u00a0<\/strong><\/p>\n<p>and leadership is a critical part of that because putting money into a firm that doesn&#8217;t have strong leadership already is a non-winner for the pe firm. so leadership is critical. and when you look at the accounting world, you look at the top-performing firms in our accounting world, the ones that are really outperforming that are growing 18, 20, 25% a year, those firms have terrific leadership. they have edge leadership. they have leaders that have strong visions, know how to motivate and inspire people, know how to build services, know how to service clients. so that&#8217;s what the pe firm would look for. and if you&#8217;re a firm that doesn&#8217;t have that, you&#8217;re going to be less attractive to a pe firm.<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>there&#8217;s also one more component, if i may add. and that&#8217;s the relationship that the cpa firm has with its clients. that&#8217;s a big challenge today when a lot of the relationship now depends on virtual, as opposed to eyeball-to-eyeball, but a cpa firm at the end of the day is in the relationship business. and the strong relationship that you have with clients is really your key to grow those relationships and to more prosperous solutions for your clients and, therefore, finances for the cpa firms.<\/p>\n<p>so i would encourage a private equity firm, to go talk to clients and see what kind of relationship they have with their cpa firm. obviously, that has to be done at the tail end of due diligence when a deal is just about ready to be set, subject to some fine points, like speaking to clients, but that&#8217;s an important ingredient also.<\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>i&#8217;ve got kind of a snarky question. if they&#8217;re spinning off the&#8230; not i in particular, but if they spin off the attest firm and the cpa firm focuses on tax and management advisory services, and there are cpa owners, but there&#8217;s also the pe owner, can we still call it a cpa firm?<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>well, the answer is yes. generally, the cpas have two business cards. they have one business card that says partner in xyz firm and another business card that says managing director in xyz consulting company. so depending on the service that they&#8217;re there to render, one business card or the other will be shown to the potential client.<\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>it&#8217;s a good time to be in the business card business.<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>it is.<\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>and one final question, and you touched on it, but look at reinforce the answer, what do the competitors have to do differently now that there is a private equity funded cpa firm in their midst? how does that change the competitive balance? how does that change the competitive landscape?<\/p>\n<p><strong>anthony zecca<\/strong><\/p>\n<p>it&#8217;s interesting because i think if you look at larger firms, let&#8217;s say you say at the top 25 firms, they now have to compete with firm that&#8217;s got a substantial infusion from a private equity firm. i think that that level firm has to step back and develop a strategy in terms of how they&#8217;re going to compete. again, is it maybe it&#8217;s the phantom stock is some other idea, some way they have to figure out they have two roads to go. they can say, &#8220;okay, we&#8217;re going to structure ourselves, spin-off our advisory, and look for pe investment so we can compete that way.&#8221; but if that&#8217;s not the case, they have to figure out, &#8220;how do we now compete for talent? how do we compete for clients? how do we compete in mergers when we don&#8217;t have shares and ownership to offer to get those people here?&#8221;<\/p>\n<p>so i think it&#8217;s a major competitive challenge for the larger firms that do not have this type of an investment. as dom said, though, money&#8217;s cheap nowadays. so if the partners were confident and the partners had to plan that, was focusing on growth and competing with a pe-based firm, then they have to look at debt, they have to look at increasing partner capital. they have to create the capital they need in order to compete. and if it doesn&#8217;t come from a pe firm, it&#8217;s got to come from debt partner capital. so i think for the larger firms, there&#8217;s a major strategic roadmap that they need to create. and i&#8217;m sure some of them are doing it today.<\/p>\n<p>for the smaller firms, firms that are 20, 30, 40, 50 million, i think it&#8217;s a much different challenge for them because they&#8217;re not anywhere near where they need to be to think about a private equity investment. so they need to figure out how do we attract talent in a world where we&#8217;re competing against firms that have ownership.<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>and if i may add, rick, i would encourage smaller firms that they live their strategic plan. and what i mean by that&#8230; presuming they have a strategic plan. and what i mean by that is we work with many firms that have a strategic plan that sits on the shelf. it&#8217;s looked at once a year at their retreat, but it isn&#8217;t lived. it isn&#8217;t holding people accountable. how are we doing against our plan? and it isn&#8217;t tied into compensation. i think tony mentioned that once before.<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>i think that, at a minimum, i would encourage firms out there to get their strategic plan and move it into action that&#8217;s accountable and that has consequences both good and bad to the partners if they deliver on their component of the strategic plan or not. and i think that in and of itself gives an accounting firm discipline that in some cases is lacking today, might even say in many cases, lacking today. but that will help them, as i said before, kick it up a notch.<\/p>\n<p><strong>rick telberg\u00a0<\/strong><\/p>\n<p>so what i&#8217;m hearing is that many firms are strapped for capital in order to grow. and many firms may not be living their strategic plan. so i guess the message out of that gets serious. if there&#8217;s anything that comes out of this deal for me, it&#8217;s that it&#8217;s a serious thing. it&#8217;s kind of milestone in the business simply if only because it&#8217;s unusual. is it transformational? it&#8217;s been called a transformational deal. would you think of it as a transformational deal?<\/p>\n<p><strong>anthony zecca<\/strong><\/p>\n<p>i think it&#8217;s potentially transformational, but really to the larger firms because they&#8217;re competing in a different world. just like the private equity investment in eisner in terms of now building out that advisor practice, they&#8217;re not going to be competing against mckinsey, booz allen, boston consulting group, all the big four. so they&#8217;re moving into a different level of competition as well.<\/p>\n<p>so i think for the larger firms, it&#8217;s transformational because it&#8217;s going to force them if they have strong leadership to step back and say, &#8220;okay, how do we change what we&#8217;re doing so that we can effectively compete and grow in this new world?&#8221; for the smaller firms, i think the challenge is more transformational in a sense that the leadership of those firms will hopefully stay it back and say, &#8220;okay, what do we need to do now to make sure that we can grow?&#8221; because the competition is not just for talent, it&#8217;s going to be for clients as well. and a lot of the firms&#8217; dom and i work with one of the strategies we always hear, we want to move upstream, we want to get bigger clients.<\/p>\n<p>well, now, as you move upstream, you&#8217;re not competing with the larger firms as well. and we&#8217;re going to competing with the pe-backed firms. so you need to have a strategy and a value differentiator, and talent that allow you to win. so i think it&#8217;s transformational for smaller firms as well, but not in the same way as it is for the bdos and cohnreznick, the larger firms.<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>yeah. i think rick, it&#8217;s a bold move, and i applaud firms that are thinking about it. i applaud the eisneramper firm for taking the move. i&#8217;m sure that the partners at eisneramper are very confident that they could execute on what i called an enhanced strategic plan and, therefore, bravo to them. that&#8217;s terrific.<\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>yeah. it&#8217;s time for one more question, just to wrap it up if there&#8217;s a way to summarize. dom, tony, what&#8217;s the one big takeaway you want to make sure everybody at this session gets today from this session?<\/p>\n<p><strong>anthony zecca<\/strong><\/p>\n<p>well, dom and i may have different thoughts on that, but mine is that, should look at the pe investment in eisneramper as&#8230; i&#8217;ll use a stupid phrase, but like a call to arms which means that if you&#8217;re $30 million firm or a $300 million firm, doesn&#8217;t matter, you need to step back and say, &#8220;okay, how is this going to affect me? how&#8217;s this going to affect how we get our clients? how is this going to affect how we&#8217;ve gotten our talent?&#8221; and what do you need to do to change in this changing landscape? it&#8217;s like technology. before we had cell phone. when cell phones first came out, at a major change and everything nowadays, we can&#8217;t live without the internet. so we&#8217;ve all learned to change. and i think that&#8217;s the message here is, as dom said, bravo and kudos to eisneramper. and i&#8217;m sure that will be successful, but for all the other firms, now you need to figure out how do i compete in this new world?<\/p>\n<p><strong>dom esposito<\/strong><\/p>\n<p>my hope is the takeaway is an understanding that you have options, and private equity is now an option that you should consider if you have the right mix of services and the right size, but all is not lost if you don&#8217;t go into private equity, there were options. the key is the path that you choose needs to be acted upon and acted upon seriously with accountability to your partners.<\/p>\n<p><strong>anthony zecca<\/strong><\/p>\n<p>yeah. i don&#8217;t think the pe investment is what i say, i think it again, it&#8217;s i call for arms. it&#8217;s to step back, &#8220;okay, how do we now compete?&#8221; not that you&#8217;re going to compete for pe dollars, but how do we have to change how we compete for our clients and our talent? and there&#8217;s lots of opportunities out there for every firm, regardless of size with the pe investment, without a pe investment, if they step back, create a strategy. and then, as dom said, live that strategy.<\/p>\n<p><strong>rick telberg<\/strong><\/p>\n<p>gentlemen tony, dom, thank you very much for a very informative session. to everybody who came today, thank you for attending. thank you for your interest. thank you for your questions. that&#8217;s it for today from 卡塔尔世界杯常规比赛时间.<\/p>\n<p>&nbsp;<\/p>\n","protected":false},"excerpt":{"rendered":"<p><strong>eisneramper move augurs a new path forward for firms seeking capital for growth.<\/strong><br \/>\n<em>with dom esposito and anthony zecca<\/em><\/p>\n","protected":false},"author":17,"featured_media":88503,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"_relevanssi_hide_post":"","_relevanssi_hide_content":"","_relevanssi_pin_for_all":"","_relevanssi_pin_keywords":"","_relevanssi_unpin_keywords":"","_relevanssi_related_keywords":"","_relevanssi_related_include_ids":"","_relevanssi_related_exclude_ids":"","_relevanssi_related_no_append":"","_relevanssi_related_not_related":"","_relevanssi_related_posts":"","_relevanssi_noindex_reason":"","footnotes":""},"categories":[1362,2371,3120,3002,9,2298,2764,2990],"tags":[],"class_list":["post-88760","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-featured-video","category-mergers-acquisitions","category-pro-member-exclusive","category-special","category-strategy","category-succession","category-video","category-webcasts-webinars"],"acf":[],"yoast_head":"<!-- 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