{"id":97102,"date":"2022-04-29t17:26:50","date_gmt":"2022-04-29t21:26:50","guid":{"rendered":"\/\/www.g005e.com\/?p=97102"},"modified":"2023-12-13t17:18:17","modified_gmt":"2023-12-13t22:18:17","slug":"the-sellers-guide-to-getting-the-best-price-for-your-firm","status":"publish","type":"post","link":"\/\/www.g005e.com\/2022\/04\/29\/the-sellers-guide-to-getting-the-best-price-for-your-firm\/","title":{"rendered":"the seller&#8217;s guide to getting the best price for your firm"},"content":{"rendered":"<p><strong>featuring ira rosenbloom, cpa (lr), &#8220;the merger master&#8221;<\/strong><\/p>\n<p><em>a 卡塔尔世界杯常规比赛时间 flash briefing: rapid-fire 30-minute how-to, followed by an all-questions-answered discussion with participants.<\/em><\/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 100_webinar-ira rosenbloom_sellers guide_2022_wrick telberg\" src=\"https:\/\/player.vimeo.com\/video\/696377079?h=b2f65caf4d&amp;badge=0&amp;autopause=0&amp;player_id=0&amp;app_id=58479\" frameborder=\"0\" allowfullscreen=\"allowfullscreen\"><\/iframe><\/div>\n<blockquote><p><strong>stream the video or listen to the podcast: <\/strong><a class=\"external\" href=\"https:\/\/podcasts.apple.com\/us\/podcast\/cpa-trendlines-podcasts\/id1537866697\" target=\"_blank\" rel=\"noopener\">follow 卡塔尔世界杯常规比赛时间 podcasts on apple podcasts here<\/a>\u00a0or\u00a0<a class=\"external\" href=\"https:\/\/cpatrendlines.podomatic.com\/rss2.xml\" target=\"_blank\" rel=\"noopener\">grab the rss feed here<\/a>.<\/p><\/blockquote>\n<p><iframe style=\"width: 100%; height: 208px;\" src=\"https:\/\/www.podomatic.com\/embed\/html5\/episode\/10285470?style=normal&amp;autoplay=false\" allowfullscreen=\"allowfullscreen\"><\/iframe><\/p>\n<p><em>with rick telberg<\/em><br \/>\n<em>for 卡塔尔世界杯常规比赛时间\u00a0<\/em><\/p>\n<p>cpa firm m&amp;a advisor ira rosenbloom presents &#8220;the seller&#8217;s guide to getting the best price for your firm,&#8221; a flash briefing webinar hosted by rick telberg for 卡塔尔世界杯常规比赛时间.<\/p>\n<blockquote>\n<p style=\"padding-left: 40px;\"><strong>pro members:<\/strong> get the top take-aways, the transcript, and the slide deck download, with a bonus &#8220;12-point checklist for seller readiness:&#8221;<\/p>\n<p style=\"padding-left: 40px;\"><img loading=\"lazy\" decoding=\"async\" class=\"alignleft wp-image-49700 size-full\" src=\"https:\/\/cpatwpe.s3.amazonaws.com\/cpatrendlines\/wp-content\/uploads\/2016\/08\/yellow_key_clip_art-e1375897299811-36p-hi-1-e1603911598474.jpg\" alt=\"goprocpa.com\" width=\"39\" height=\"16\" \/>pro members:\u00a0<a href=\"\/\/www.g005e.com\/wp-login.php?redirect_to=\/\/www.g005e.com\/2022\/01\/10\/make-your-tax-clients-feel-important\/\">log in here<\/a>\u00a0or\u00a0<a class=\"external\" href=\"http:\/\/goprocpa.com\/\" target=\"_blank\" rel=\"noopener\">2022世界杯足球排名 today<\/a>.<\/p>\n<\/blockquote>\n<p style=\"padding-left: 40px;\"><strong><!--more--><\/strong><\/p>\n<p><strong>top take-aways:<\/strong><\/p>\n<ul>\n<li>five steps for maximizing your sale price.<\/li>\n<li>the 10 signs your firm is headed for the exits.<\/li>\n<li>the 10 factors for getting the best price when you sell.<\/li>\n<li>figure out your firm&#8217;s valuation strategy by considering:\n<ul>\n<li>your strongest niches.<\/li>\n<li>the metrics for current and potential profits.<\/li>\n<li>recurring compliance fees.<\/li>\n<li>high-margin consulting billings.<\/li>\n<li>new and valuable synergies with a new firm.<\/li>\n<li>inherent potential in your staffing.<\/li>\n<li>demographics of clients, partners and referral sources.<\/li>\n<li>untapped potential in loyal contacts.<\/li>\n<li>reputation and brand recognition.<\/li>\n<li>flexibility in timing, titles and responsibilities.<\/li>\n<\/ul>\n<\/li>\n<li>how to lead a buyer to see your firm as a platform for leveraging new growth.<\/li>\n<\/ul>\n<p><strong>卡塔尔世界杯常规比赛时间 pro members<\/strong> can download the slide deck, including the bonus &#8220;12-point checklist for seller readiness,&#8221; and read the transcript. (login required.)<\/p>\n<blockquote><p>click here for <a href=\"\/\/www.g005e.com\/wp-content\/uploads\/2022\/04\/ira-rosenbloom-on-valuations-for-sellers-with-cpa-trendlines-slides-and-checklist-v22020217ff.pdf\">the slide deck, with the bonus &#8220;12-point checklist for seller readiness&#8221;<\/a><\/p><\/blockquote>\n<p><strong>transcript<\/strong><\/p>\n<p>telberg (00:00):<br \/>\nthis is rick telberg, for 卡塔尔世界杯常规比赛时间, introducing ira rosenbloom.<\/p>\n<p>rosenbloom (00:06):<br \/>\nthank you, rick. and thank you everybody for joining us today and sharing your lunch hour. it&#8217;s a gorgeous day here in the, uh, greater philadelphia area. so i hope that it&#8217;s equally as nice where you are, and that you&#8217;ll find some portion to the day to get outdoors and enjoy, uh, what looks like, uh, a wonderful spring day here on the east coast. as rick said, this is an absolutely insane time as it relates to practitioners looking to find a solid exit or a solid succession. and, um, there&#8217;s a lot of folks who have the same priorities and the same concerns. and in the half-hour that we&#8217;re going to use at the outset, i&#8217;m gonna tee up some of the priorities that you should focus on so that you can create the greatest value, the greatest value proposition when you&#8217;re in conversation with a potential suitor. so i&#8217;m going to share my screen.<\/p>\n<p>rosenbloom (01:31):<br \/>\nokay. so if you are minded towards moving to on the pathway of selling or combining, i think it&#8217;s useful to have a sense of what some of the signs are to confirm that your head is in the right place, or to begin to get your mind, to recognize what will tee up to be the right process to move forward. so these are 10 very common, um, sort of flags that you would be picking up on one. and it&#8217;s one that you&#8217;ll see in so many accounting firms right now, the staff progress is slow and problematic. you just can&#8217;t get the right people. and they&#8217;re, they&#8217;re really motivated people, but they&#8217;re just not picking it up quickly enough, or their motivation is different than your motivation. so the staff issue, there&#8217;s a backlog of work that is gotta get done and it, the backlog continues to grow.<\/p>\n<p>rosenbloom (02:42):<br \/>\nand that issue of backlog becomes a very frequent part of your practice, staff turnover higher than ever. we know we&#8217;re living through the great resignation, which creates the great aggravation, and that is the, the trigger for so many firms to begin the conversation with another firm, it&#8217;s all about, we don&#8217;t have enough bodies and our bodies are disappearing, major motivation because of the issues within the profession. it&#8217;s so rare that people feel they&#8217;re having fun. if you&#8217;re feeling that fun is a rare experience, there&#8217;s a good chance that you should be teeing up the m and a conversation. the sale conversation technology is becoming a real challenge to keep up with your firm is referring out way too much work. your clients are getting restless. your clients are pushing back on your billing. you talk to some of your friends who have merged and they tell you they should have done this earlier.<\/p>\n<p>rosenbloom (03:52):<br \/>\na very, very real story that is being shared time and time again. and unfortunately referrals to your firm are slowing down. you&#8217;re not getting the kind of volume and interest that you saw in the past. these are very realistic signs that you should be looking at a merger. now, if you want to maximize the value proposition, it&#8217;s important to understand what is the other side going to be looking for? these are the 10 primary attributes, the 10 focal points that today&#8217;s buyer community is looking for. and i, i want to be very clear that we have a buyer community now that is evolving. we not only have the traditional folks who have built their practice through both organic and acquisition. we have people who have never done a deal before who think that the opportunity to steal a firm is at hand, and they are very interested in doing exactly that stealing a firm.<\/p>\n<p>rosenbloom (05:11):<br \/>\nthey know that the demographics of our profession is such where we are so heavily skewed towards the baby boom ownership pool. and so many of the baby boomers are looking to get out of the door at the same time that the supply of firms is so large that the price can be deflated. so when you&#8217;re thinking about buyers and evaluating who to talk to, that there are a new breed in the market. and if you find some common ground with that new breed, the idea is to get them off of the stealing notion and get them into the appealing notion. so how do you look appealing and how do you turn that into value? one is niches. niches have always been an important magnet and they have become even more important as a result of the excess supply. so if your firm has industry reason that you concentrate in, along with the fact that we would expect that if you have a concentration, you have an expertise.<\/p>\n<p>rosenbloom (06:25):<br \/>\nthis is going to add a willingness to pay more. it&#8217;s going to provide more of a value proposition to your firm. number two, the composition of your practice. and we&#8217;ll get into some details on each of these 10 items, but how is your practice composed? how much of it is compliance? how much of it is consulting within the compliance? what is the nature of the compliance? that is a very real item that will be evaluated under the microscope, by the potential buyers.<\/p>\n<p>are there evaluated opportunities? are you referring out work that the potential successor could be doing? and therefore the firm has the ability your firm and take it to a higher level. that is a value opportunity that the next firm is going to see staff. what is the composition of your staff? what is the potential of your staff? how far can they grow? that is gonna be meaningful in the valuation of your practice? what are the demographics of your clients? where do they concentrate? very meaningful for a firm that is either coming into the market or is already in the market. and they&#8217;re looking to diversify, expand, concentrate, the demographics of what you bring will dictate the long term value that the buyer is going to be able to enjoy if they do their job correctly. and so having an appealing set of demographics is going to be meaningful. what are the nature of your contacts? smaller firms, because of the pressure on staffing have in the last number of years controlled their growth and therefore their contacts haven&#8217;t been fully utilized, but a larger firm with more expansive resources will want to know the nature of your contacts and see whether or not they can use them to build their model and platform to a stronger degree.<\/p>\n<p>rosenbloom (08:57):<br \/>\nso the nature of your contacts, the health of those contacts, the frequency with which you engage with them is going to add to the value proposition. what is your presence in the marketplace? are you in an area where the, uh, potential suitor wants to have a greater concentration? are you in the right part of the state, the wrong part of the state, we live in a virtual economy today, but business is local and your visibility local is really, really relevant. how the work gets done. that&#8217;s a different conversation, but the connectivity between the firm and the client base is in many cases, very parochial. so what is the nature of your visibility and, and your presence? how flexible is your work routine? how flexible are you in terms of what you are looking to accomplish very important and towards how a firm will select who they wanna go deep with.<\/p>\n<p>rosenbloom (10:00):<br \/>\nand in turn, perhaps put more of a value on moving further with your firm item, number nine, profitability. this has become an extremely hot issue. metrics matter metrics have always mattered, but given the pressure around staffing, the successor firms are not looking for a fixer upper. they&#8217;re looking to take your pr this to an upper level, but they want you to walk in the door with a really solid set of metrics, if they can add to it and further improve it, that&#8217;s wonderful, but you have to walk into the door with metrics that are market metrics. and this is the primary filter that the buyers are using today. the more profitable the firm, the more potential within the firm, the higher probability of you engaging in the conversation and building momentum towards a transaction. and yes, the more profitable, the better the terms will be profitability is a huge, huge driver in the value proposition.<\/p>\n<p>rosenbloom (11:32):<br \/>\nand last, the level of technology. how advanced are you? how much will the successor have to invest? how comfortable are you with that? these go onto the scales of value in a very, very realistic way. so, you know, when we talked about these 10 items, the niches, what are the nature of these niches? what, how complex are they? if you&#8217;re in forensics, what is the nature of forensics? some people are very interested in certain types of forensics, others disinterested. some people would appreciate the mamon service type of practice and others will run for the hills. so the nature of the niche, the complexity, the ability to price and have less competition in the pricing is very relevant. the percentage of your practice, which is driven by the niche is going to be relevant towards the price and allowing you to get a better price point and how long you&#8217;ve been involved in these niches.<\/p>\n<p>rosenbloom (12:40):<br \/>\nhow mature is your reputation and how solid is your reputation within that niche really important, not every practice brings a niche, generally speaking, in terms of an street concentration slash niche, you look at 10% or more of the fees of your firm are within that industry, whether it be real estate, construction, healthcare, et cetera, 10% is that scale that you&#8217;re gonna look at to define is having a niche. and again, what are the services that you&#8217;re delivering into the niche? is it compliance or compliance? plus the plus is what people are looking for your ability to potentially either add knowledge to them or combine the knowledge platform is going to be very, very important towards the valuation potential future profit is gonna come out of that niche. very important practice composition. how much of your practice is defined by a test? what are the nature of a test services that you do?<\/p>\n<p>rosenbloom (13:54):<br \/>\nhow well do you do it? what, what will those metrics look like? what are your average rates per hour in these, every, in these avenues of compliance, how much of your tax compliance is going to be individual tax returns? and at what price points are you efficient and at what price points are you inefficient and what are your price points? and do you have minimum fees? and how much of that is in common with the suitor? it is no surprise to i&#8217;m sure anybody who&#8217;s participating today. that 10 forties are not something that is highly desired in the market place. if you&#8217;re talking to somebody who has a financial services and a wealth management firm, well, that&#8217;s different, but the prototypical firm will not have that. and 10 forties tend to clog the system. they tend to be work that the younger people bo with don&#8217;t do well with.<\/p>\n<p>rosenbloom (14:57):<br \/>\nand as a result, a firm that is loaded with average to below average fees on 10 forties is not gonna command the kind of value that the proprietor would hope that it would command, um, the nature of consulting that you do and how limited in scope is it. you know, those firms who did a lot of ppp work well, god willing will never see that again, but that&#8217;s one type of consulting. and then there&#8217;s ongoing consulting with reference to feasibility study and hr etcetera. so how much of an ongoing type of, uh, consulting practice or component of your practice do you bring and how do you charge for your fees? what is your average fee? how do you compute your fee? how do you remain accountable for what you do? very, very important value, added opportunities. what kind of referrals do you make out? how frequently do you do it?<\/p>\n<p>rosenbloom (15:59):<br \/>\nwhat services are you not offering, but you should, and are there any springboards for new initiatives within your client base, that&#8217;s gonna be really meaningful to potential successors in the staff area. you&#8217;re gonna wanna know how seniority is going. you&#8217;re gonna wanna know what the skills of the staff are, what the longevity of the staff is, what the potential for the staff is in terms of its growth. these things are very critical in valuing a practice, the demographics of your clients, your partners, and your referral sources, the younger, the better, the more knowledgeable, the better, the more connected, the better the contacts. again, how long have they been contacts? how effective are they? very, very important issues in valuing a practice presence. where is your location? what is your reputation? how do people access you? what does your whole plant look like now? yes, we&#8217;re much more in the virtual world than ever before, but we do know that we&#8217;re not expecting people not to need offices permanently.<\/p>\n<p>rosenbloom (17:37):<br \/>\nyou may need smaller space. so we&#8217;re, what does your space look like? how technologically advanced is it? how well maintained is it? these are things that when a suitor looks at you, they&#8217;re going to figure out what kind of costs they will incur and that&#8217;ll impact value. what kind of flexibility you have in your timing. somebody may put some sort of value on the ability to postpone a transaction or to accelerate a trans transaction. are you going to be very willing to accept new responsibilities so that if in a situation where you&#8217;re a small firm and you do a lot of the work yourself, you don&#8217;t have a lot of staff. are you gonna be comfortable using the staff of the successor firm and taking on higher-level work from that successor firm, which typically is a win-win they&#8217;re then able to use you at a higher billing rate.<\/p>\n<p>rosenbloom (18:38):<br \/>\nand they use their people at a lower billing rate, keeping your fees strong. if you are open to that kind of flexibility, they&#8217;re going to put a greater preference on you. they&#8217;re gonna be more interested in you, and that&#8217;s really going to be important. and the profitability, as i said before, i can&#8217;t say this enough metrics matter, small firms who on paper may do extremely well because they work out of their home. they don&#8217;t have a lot of staff. those statistics will be normalized. and the successor firm will say, well, hey, you know, you&#8217;re putting in 2000 charge hours and, and therefore you don&#8217;t need as many people. we don&#8217;t operate that way. so they&#8217;re going to take your numbers and modify them, and then use that figure out how to value your firm. you need to be prepared for that. and you also need to be prepared for a change in methodology.<\/p>\n<p>rosenbloom (19:39):<br \/>\ntransition is all about disruption. and if you&#8217;re gonna have disruption, you wanna do it so that you can see the right kind of value coming your way. but both parties play a very important role in having a secure disruption, a well thought out disruption. and the profitability is going to come from disrupting people&#8217;s roles a little bit. and that&#8217;s something you have to understand. what are the potential new areas of service and, and how much of that could be realized within a window of time, that&#8217;s going to be very, very important to the potential successor, the quicker they can see the results, the more inclined they are to pay on a more rapid basis so that the terms might be more attractive. the pricing may come compromised at points, but you get your money faster. well, then you have to make that decision. but if the potential is much more delayed, then you could have the worst of both worlds.<\/p>\n<p>rosenbloom (20:43):<br \/>\nyou could have a low value and less appealing terms. so whatever the potential is, is really going to be important and the metrics that they will put priority on how are you set up to be within that wheelhouse that is really, really important. and finally, in the area of technology, how automated are you again, if you&#8217;re significantly automated, there&#8217;s not gonna be a lot of startup. that&#8217;s great. do you link your programs? are you comfortable multitasking in all your environments gonna be very meaningful? what is the nature of hardware? does it have to, to be replaced? are there synergies? aren&#8217;t there? synergies, what kind of learning curve may or may not be necessary? that would be very critical to influencing the value. so what do you do with all this information? well, if you think the, you will want to sell, or, you know, you want to sell, you&#8217;ve got to self-assess, you&#8217;ve gotta understand what would make you nervous.<\/p>\n<p>rosenbloom (21:59):<br \/>\nwhat would make you excited? and you&#8217;ve got to be granular about it. oftentimes, a buyer will focus on the stage of readiness and whether or not somebody is going to cooperate with the process. so while your firm on paper presents, good metrics, if you in person are depicting anxieties and worries that are excessive, they will put less value on your practice and potentially have no interest. so you&#8217;ve got to be able to understand your pluses and minuses. you&#8217;ve gotta vet it with some sort of independent person and plan appropriately so that you can build the right transaction. you need to understand what the market is all out. if you enter into a conversation and think that firms like yours are going for a dollar and a half times gross, when they&#8217;re going for a dollar, you&#8217;re gonna be very unhappy. and it&#8217;s gonna be a very, very difficult road ahead.<\/p>\n<p>rosenbloom (23:06):<br \/>\nbut if you have a sense of where the market is, you can negotiate properly. you also need to have consensus. if you&#8217;re a sole proprietor, you look in the mirror and you make sure you&#8217;re on board, but if there&#8217;s more than you, then you&#8217;ve gotta be able to make sure that you understand everybody&#8217;s concerns. and that we all agree that this is what we need to move forward with. the slightest degrees of vulnerability, a buyer will use is to their best benefit. you&#8217;ve seen this with your own clients. you know that. so you need to be able to come in with a unified front understanding what your priorities are, so that you can get the things that are important and not focus on what&#8217;s unimportant. oftentimes people get into the weeds and the micro issues, and that turns off so many people and transactions that should have happened.<\/p>\n<p>rosenbloom (24:03):<br \/>\ndon&#8217;t happen because people misplace their priorities. and you&#8217;ve gotta be very disciplined. if you&#8217;re starting this process, you have to live to timelines. you have to be responsive. you have to be introspective. you have to be inclusive. you have to be transparent. you have to be prepared to have a full scope relationship. you may be having conversations with partners in your firm with whom you&#8217;ve had very little conversation in the past. this is all part of the discipline so that you can get to where you need and where you want to be. value is a process that you build and bring to the table. and each firm has advantages. the more advantages, the more value you bring, the fact that the other side is looking for things that you bring is now getting the cash registered to ring. the, those would be the essence of a 30-minute conversation. we could have a presentation going on for 30 days. so i think the 30 minutes have teed us up for good q and a. and i welcome the q and a<\/p>\n<p>telberg (25:27):<br \/>\nira. thank you very much. that was absolutely terrific. we covered a lot of territory in a very compressed period of time. love the love, the hat, by the way. um, and, uh, we do have some questions. uh, one of the questions we have goes back to our first slide or, uh, to our third, where you&#8217;re talking about the influences on your firm&#8217;s value, the what buyers look for the 10 benefits. you start with niches. you go to practice composition value, add opportunities, staff. uh, the question is of, of these 10 influences on the firm&#8217;s value. what&#8217;s emerging as the most influential. now, what order should we put these things<\/p>\n<p>rosenbloom (26:15):<br \/>\nin? well, i, again, i&#8217;m gonna be the broken record. profitability is the number one thing only because of supply. okay. and that&#8217;s just, you gotta get your foot in the door. you gotta stick out. so the right metrics on profitability would be number one. i would also say that number two would be practice composition. how much of this practice is compliance? and if it&#8217;s compliance, how price sensitive is it going to be? there are firms who love compliance practices because they&#8217;ve got efficiencies and they can withstand the price sensitivity. and there are other firms that are much more interested in the value-added component, the additional services, the business advisory work, and therefore composition is telling if there&#8217;s a lot of 10 40, the yards that is your value is going to drop. now, if your 10 forties range from a thousand to $15,000, 10 forties, i&#8217;m gonna tell you your value proposition is going to increase.<\/p>\n<p>rosenbloom (27:19):<br \/>\nbut if it&#8217;s the more prototypical 10 40, which is somewhere between $300 and a thousand, that is not something that&#8217;s going to excite the other side, unless they are in the financial services side. so i would put that i would put, uh, profitability number one, practice comp composition, number two, and i would put demographics is number three. what are the demographics of your group and the demographics of your client base? if it&#8217;s an aging client base, then the opportunities would be very limited in scope. if it&#8217;s a more contemporary client base, you&#8217;re a very exciting a firm that somebody with the right engine can take to another place. and, and that&#8217;s the issue, these smaller firms, they don&#8217;t have the right engine anymore.<\/p>\n<p>telberg (28:16):<br \/>\na question about profitability. what are the benchmarks for profitability?<\/p>\n<p>rosenbloom (28:20):<br \/>\nwell, this is a great question. and thank you for raising it. um, for years, firms would ultra concentrate on realization and realization is not irrelevant, but if my billing rates are below market and i&#8217;m getting 90% of a crappy billing rate, great, i had 90% realization of a very poor billing rate. so realization is a piece, but the profitability has to be viewed starting with the revenue per full-time employee, because firms can hit a, a very nice realization rate and they can hit a very nice achieved rate, but they&#8217;re not getting enough performance out of their population. so i could be getting $200 an hour, but i have four people doing the work that two people could do. so the revenue per full-time employee is very, very important, and that will differ in each of the regions given the salary structure. but we, we do know that we are looking from your accounting community to get at least three times their comp compensation as the revenue on that particular person. you&#8217;ve gotta blend it out because you&#8217;re also gonna take into consideration the, uh, administrative group and the partner group. so, you know, i would tell you that for the audience that&#8217;s on the east coast, you&#8217;re looking for revenue per full-time employee for a more, um, you, you know, common cpa firm of something between 200,000 to $250,000 per full-time employee.<\/p>\n<p>so in terms of valuing the firm itself, and i saw somebody ask the question about one and a half times, look, you might be able to get one and a half times if you&#8217;re willing to get paid out over 10 or 15 years. most people aren&#8217;t interested in that. so the common smaller firm would like to be paid out anywhere between five and seven year. i mean, many guys would like to get cash on the table tomorrow. and that doesn&#8217;t happen in firms of $500,000 or more firms that are beneath that in terms of volume, they will see cash at the table and there&#8217;s there&#8217;s brokers who, who live, eat, and breathe that size transaction. i would tell you that firms that are in that 200 to $250,000 per revenue per person are going to be in that one times gross, uh, in terms of valuation. now the larger firms, when they retire out part, they don&#8217;t use their top line as the metric. they use the firm&#8217;s profitability as a metric. and so they&#8217;ll look at the total firm&#8217;s profit and multiply that generally by two and three quarters or three times. so if i have a firm that&#8217;s throwing off a million dollars in profit, someone would say, well, that firm is, is worth 3 million.<\/p>\n<p>telberg (31:49):<br \/>\nso if, if, if we have employees that are averaging two 50,000 in revenue per employee, what does that translate to in profitability?<\/p>\n<p>rosenbloom (32:03):<br \/>\nwell, the question is, you know, how much of it is in the, how much overhead is there in terms of, you know, given the size firm, a small firm, wouldn&#8217;t have, you know, the quality control person. it wouldn&#8217;t have necessarily a full-time it person, bigger firms would, but i would say that what you&#8217;re looking to generally, as you wanna see your firm throwing off, if it&#8217;s a two-part firm, um, you&#8217;re looking to have the partners pull out somewhere between 40 and 45, uh, of the top line, the small firms, the guys working out of their basement. they could be pulling out 65 to 80% now. and again, those would be firms. also these two partner firms, they would be firms with the partner charge hours, or probably in the 1300 to 1400 charge hours. if the partner put in more, the profit&#8217;s gonna be higher than we&#8217;d be over 50% because i, i don&#8217;t need to pay for other bonds.<\/p>\n<p>telberg (33:08):<br \/>\nhow are selling prices trending?<\/p>\n<p>rosenbloom (33:11):<br \/>\nunfortunately, if you don&#8217;t have the niche and you don&#8217;t have the demographics and you don&#8217;t have the metrics, they&#8217;re trending in the southern direction and it ain&#8217;t hot in that southern direction. so it&#8217;s, while people will be continuing to ask for a dollar, um, you know, without those metrics, i&#8217;ve certainly seen practices and, and holding aside ones that really have a crisis. i&#8217;ve certainly seen practices that are in the 85 cents value right now.<\/p>\n<p>telberg (33:47):<br \/>\nhow about partial sales, selling a part of the firm or a certain book of business. when does that make sense?<\/p>\n<p>rosenbloom (33:53):<br \/>\ngood idea. in many cases, it improves the overall profitability of the firm. so you take some of that, uh, less well performing and you sell it off. there are people who have an appetite. um, i&#8217;ll have to answer that other question about my hats. um, there are people who have an appetite for 10 forties, for example, and i&#8217;ll often recommend to firms that may have several hundred low, low end 10 forties sell &#8217;em off. whatever you get is found money, cuz the successor is gonna get rid of them and you&#8217;ll never see the money anyway. so those things make sense. there are firms that will will decide. we shouldn&#8217;t be in the audit business. there&#8217;s too much risk. we can&#8217;t do it efficiently. and they sell that off as well. those transactions happen on a retention basis. they&#8217;re usually paid out over three years and it&#8217;s a great way to re-engineer your firm.<\/p>\n<p>telberg (34:54):<br \/>\nokay. stop the, the webinar. we have a critical question. somebody wants to know how you can be both a phillies fan and a yankee fan as, as demonstrated on the wall behind you.<br \/>\nrosenbloom (35:07):<br \/>\nokay. so here we go. folks, you could never take the yankees outta me. so i am a diehard yankee fan, but i relocated to philly and i am a huge supporter of temple. so this is a temple hat. this is my signature. and, and other than that in the new york area, they&#8217;re the giants. i am not an eagles fan, but i&#8217;m a sixers fan and a flyers fan. and above all, i am a yankees fan. i feel like john sterling with yankee stadium right behind me. and i&#8217;m in the booth.<\/p>\n<p>telberg (35:44):<br \/>\nokay. before this thing goes completely off the rails. um, uh, lemme get back to the question, the chats, uh, someone wants to know what, what if you&#8217;re by a, that your clients have never heard of? how do you communicate to clients that they&#8217;re gonna be dealing with a new firm, maybe new people?<\/p>\n<p>rosenbloom (36:07):<br \/>\nwell, this is a very delicate issue and it applies even sometimes believe it or not. it&#8217;s easier to introduce them to the firm that they haven&#8217;t heard of, of than the firm they have heard of. and i will talk with sellers who will tell me, i&#8217;d rather sell to a firm that is not in my market than the one who is in my market, cuz there&#8217;s a good chance that the firm that&#8217;s in my market, somebody doesn&#8217;t like or somebody&#8217;s friend doesn&#8217;t like, and therefore i don&#8217;t want that aggravation. but if no one has ever heard of them, it&#8217;s hard for them to complain about them in terms of an experience. so the fact that someone&#8217;s an outsider, depending on the nature of your firm happens to be oftentimes that the desired road to go. but whether it&#8217;s local or not local, the common transaction is going to be a retention-based transaction.<\/p>\n<p>rosenbloom (37:01):<br \/>\nso keeping the clients is in the best interest of the person selling as well as the acquirer. and you&#8217;ve got to do this in a very, very, uh, discreet fashion. what i say number one is if you&#8217;re really serious about going down path, you know who your top 15 clients are, you&#8217;ve gotta begin to pull them and get a sense of how they would feel. if you did something, they, they know that you&#8217;ve been their accountant for 20 something years. they know that your 65 or 66 or 68, and you&#8217;re not gonna do this forever. as a matter of fact, many of the folks who come to me tell me that their clients have said to them, do you have a plan? what are you going to do? let us know. so many firms think that this is like a surprise to their client base.<\/p>\n<p>rosenbloom (37:56):<br \/>\nit isn&#8217;t, they, they read the wall street journal, they watch bloomberg, they know transactions them all the time. so it&#8217;s just a matter of when you&#8217;re going to do it. the important thing is for them to have the confidence that you&#8217;re not abandoning them, that whatever this transition is going to be presuming you have your health, you&#8217;re gonna be holding their hand through the process and that you&#8217;ll be watching over this until the time is right. that&#8217;s what accounting firms have built their legacy on. it&#8217;s the relationship. the clients have no idea whether you know your debits and credits whether you know your taxes or not, but they have this bond with you. and if you don&#8217;t continue to hold their hand and take them through this, you will lose that client. so they have to have the confidence that you&#8217;re going to shepherd this process and you&#8217;re not walking away.<\/p>\n<p>rosenbloom (38:53):<br \/>\nyou&#8217;ll be there for a, a very long period of time. and even if you are going to be trimming down your time after a two or three year period, you want your phone to continue to be active in the new firm. you wanna get voicemail messages. you don&#8217;t want these people to think that they can&#8217;t find you. if you did the right succession three years later, they&#8217;re never gonna call you. and if they do, they&#8217;re gonna call you and say, and don&#8217;t be insulted ira. you should have done this five years ago. these are really good people. that&#8217;s the right answer.<\/p>\n<p>telberg (39:29):<br \/>\nira, with covid a lot of firms got hit hard and financials don&#8217;t look good.<\/p>\n<p>rosenbloom (39:44):<br \/>\nwell, some firms actually did well during the pandemic. and you know, the, the modification is you gotta take the ppp to the extent that a firm applied and receive p ppp funding. you gotta kick that out of the equation. um, most firms will look at three years, uh, of financial information in terms of the acquire will look at three years, uh, of activity and, and they all understand that, you know, we&#8217;ve lived through an odd time period. so even the ones who are looking to steal understand that there has to be a pragmatic approach toward looking at the last three years.<\/p>\n<p>telberg (40:24):<br \/>\nis there an optimum tech stack to have, and is it worth investing in new technology in order to make the firm look better?<\/p>\n<p>rosenbloom (40:44):<br \/>\nwell, you know, it&#8217;s always a matter of return on investment. so, you know, if it&#8217;s another $20,000, the answer is yes, if it&#8217;s another a hundred thousand dollars, the answer is no, it&#8217;s, it&#8217;s a function of how much prettier you can look, you know, oftentimes, and i&#8217;m sure we got a lot of people here. people look to sell their home and the realtor will, won&#8217;t tell &#8217;em to replace the kitchen, but they might tell &#8217;em to paint the walls. they might tell &#8217;em to, you know, tidy up here and there. i do think that several things are vitally important, and this is not ne necessarily technology.<\/p>\n<p>rosenbloom (41:27):<br \/>\ncpas, that don&#8217;t keep time records, or they have time records for their staff, but they don&#8217;t have time records for themselves are their own worst enemy. the buyer is very disinterested in a cpa firm where they cannot look at time records. so if you&#8217;re a firm that doesn&#8217;t even have a time management system, you gotta have a time management system. that&#8217;s not to say that you don&#8217;t have a profitable firm. somebody wouldn&#8217;t say great, great numbers, but there&#8217;s gotta be at a minimum. you&#8217;ve gotta have a time management system and you&#8217;ve gotta have a, you know, a, a customer relationship database that people can get their arms around who your clients are and the frequency with which you&#8217;re communicating. you&#8217;ve gotta have that. you gotta have a website that looks like it&#8217;s from 2010. at least there are people who have websites that look like they&#8217;re from 19 four. you can&#8217;t do that. that tells people you place no stock on technology and you don&#8217;t care about it.<\/p>\n<p>telberg (42:35):<br \/>\nquestion private equity consolidators. the question comes from ireland. what effect will consolidators or private equity by end the private equity part? what effect will consolidators have on this business going forward?<\/p>\n<p>rosenbloom (42:51):<br \/>\nwell, i guess there are a number of 5 million to all firms that are waiting for private equity firms to knock on their door and say, you&#8217;re the firm we want right now, the private equity groups are focused on the mega firms, but because they&#8217;re putting all this money into these firms, they&#8217;re looking for these firms to be heavily oriented into the consulting side. they want the return on their investment. there&#8217;s no on investment in, in, in the, uh, compliance side, unless it&#8217;s very special compliance. so what i think some of the short term benefits to the smaller firms is going to be that they&#8217;re gonna be clients coming to you that are no longer welcome. and some of these firms or private equity has taken a stake because they have told the other a firm, you have the cushion to get rid of these clients so that you can go out there and be much more focused on the, uh, on the, uh, upside of consulting. so i think that firms will be able to pick up more business, but you need to have the talent to do it. and that&#8217;s the conundrum that exists. but i don&#8217;t see, um, you know, private equity inserting dollars into firms under 5 million anytime soon. do i think that technologies will improve because their money is at stake? yes, but i&#8217;ll bet my money on intu at any day of the week ahead of any of these private equity groups in terms of creating tech at a cpa firm.<\/p>\n<p>telberg (44:20):<br \/>\nwhen, when, uh, we, uh, when somebody sells a house, we know that a fresh coat of paint makes it, makes it look better, the, the best place to invest in the house, they say kitchen or the bathroom, you&#8217;ll get the best roi on that. where&#8217;s the best place to invest in an accounting firm, if you wanna prepare it for sale.<\/p>\n<p>rosenbloom (44:42):<br \/>\nso the best place to invest would be to trim the lousy client out of the system to improve the overall performance metrics. so it&#8217;s easy to say, but it&#8217;s also quite obvious. you have to get rid of the low hanging clients. so you need to do that in right size, the firm. so you look like an rm more profitable firm. so if i&#8217;m a two and a half million dollar firm, and the partners are taking out a million, which is the 40% criteria, if i could be a $2 million firm and the firms are partners are taking out a million, i&#8217;m a much better firm. and if i&#8217;m a $2 million firm and the partners are taking out 900,000, i think the partners are happier and you look the value that you&#8217;re going to get for 2 million versus two and a half million, not gonna make much of a difference, but the profitability standard is gonna make a big difference.<\/p>\n<p>telberg (45:48):<br \/>\nand what are the emotional factors? how, what are of the emotional factors a buyer goes to? what are the stages, uh, that a buyer goes through in deciding to sell and agreeing to sell with the right buyer and what can go wrong? what could go wrong?<\/p>\n<p>rosenbloom (46:09):<br \/>\nwell, let&#8217;s start with some of the most common emotional factors. it&#8217;s the, a loss of control, you know, or the perceived control. the fact of the matter is in many of these small practices, the employees control the practice. they just don&#8217;t wanna admit it, but that&#8217;s a practical side of it. but from the other side, they have no accountability. if i&#8217;m a sole practitioner with 10 employees, i have no partner. i go and come as i please, when i wanna go into the checkbook and write a check for the country club, for the theater, for a, for a trip or whatever it may be, i do whatever i want when i&#8217;m now in gonna marry some other firm. i can&#8217;t walk into that checkbook and do what i want. and it&#8217;s not that i necess needed that money. it&#8217;s because i could now i can&#8217;t and hearing you can&#8217;t makes people very nervous.<\/p>\n<p>rosenbloom (47:07):<br \/>\nso that is the number one issue that people need to get comfortable with is, yeah, you&#8217;re not gonna be able do these five. what are the things that you define as control? you can&#8217;t do those five things. now, how unhappy will you be? you gotta really own up to that. there are some people who could never get over that. there are some people who could never get over that their name will not be on the building anymore. that you know, smith and company, when you merge into some big firm, they&#8217;re not gonna stick smith in the name. there&#8217;s folks that can&#8217;t get over that. and it&#8217;s an only an emotional issue. it&#8217;s got no footings other than that. so the control, the name, the ability to have your choice of staff. now, this is becoming much more of an issue than the checkbook they&#8217;ll get over the checkbook issue, but i&#8217;m used to having mary worked on this account, i&#8217;m used to going into the staff room and deciding who can do it.<\/p>\n<p>rosenbloom (48:15):<br \/>\nnow. i don&#8217;t have enough staff people, but i like the fact that i can pick it out. now i&#8217;m seeding all of that to somebody else. you gotta have a real level of confidence in that buyer that this is gonna work out. okay? and the buyer has to see that you&#8217;re really openminded. and you&#8217;re flexible. if, if you are not gonna cooperate in the transition, that&#8217;s where the deals blow up. they hardly blow up on the economics. we, the negotiation of the numbers is the easiest part of it. it&#8217;s the implementation and the integration where things go wrong. and that&#8217;s where a lot of times should go in upfront as to what is the plan for transition. i&#8217;ve never transitioned my practice before i wanna be done in three years. how do you guys plan on doing that? let me meet jimmy and johnny. i, i gotta see if i like him. if i don&#8217;t like him, how do i know do good chance mike clients won&#8217;t like them. so that&#8217;s why deals will blow up. it&#8217;s because there&#8217;s no cooperation. there&#8217;s no plan. and there&#8217;s no transparency.<\/p>\n<p>telberg (49:24):<br \/>\nany crazy asks that come up atthe last minute that throw a wrench into the works?<\/p>\n<p>rosenbloom (49:37):<br \/>\nyou gotta laugh. um, look for years, the, the name was always the obstacle. what do you mean? my name&#8217;s not gonna be in there we&#8217;re world beyond that, especially in a world where we live by initials. so you get over that real fast, but are there folks who will negotiate the size of their office and the location of their office within the building? unfortunately, yes. that is a major turnoff. it it&#8217;s like, you know, you&#8217;re too much in the weeds here. you&#8217;re only gonna be here for two years. are there folks who will insist that they have an office until they don&#8217;t want an office? yeah. these are the petty small thing that the other side,<\/p>\n<p>telberg (50:21):<br \/>\nuh, we&#8217;ve only got a few minutes left and, and there&#8217;s a couple questions, uh, that we wanna get to here. uh, one of them is how do, how does this seller find a buyer and vet a buyer? it&#8217;s probably worth a whole nother webinar, but, but how do they get started?<\/p>\n<p>rosenbloom (50:43):<br \/>\nokay. so the first thing is that i sell to tell people you is, you need to know what it is you want to see in the buyer. what size firm, what skills should they have? what reputation, et cetera, et cetera. so you, as the seller come up with your wishlist and then let&#8217;s rank the items. just like you asked me to rank the 10 things that info one&#8217;s value, rank these items, because you&#8217;re never gonna get everything, but at least there&#8217;s a starting point. so somebody who&#8217;s gonna help you find the buyer knows don&#8217;t bring them a firm with a hundred partners. they&#8217;re not interested. it&#8217;s just not a good place to go. bring them a firm with three partners. now will the prototypical bo uh, broker listen to that, unfortunately, no, but it&#8217;s important for the seller to be prepared to expeditiously, move through that and say to the broken, no, that&#8217;s not gonna work for me.<\/p>\n<p>rosenbloom (51:40):<br \/>\ni&#8217;m just, that&#8217;s not what i want. i, this is what i want. so you need to know your wishlist and then you need to know pluses and your minuses. you need to talk to an expert like me, who will tell you what makes you unique and what makes you perhaps vulnerable, or you have no vulnerabilities. you need to have a complete assessment done. and then with that picture of knowing what you want and what your true advantages are, then a consultant should either broker it for you or introduce you to a broker who they have confidence in, who will be discreet, who will work on creating a profile. that&#8217;s not your standard profile that says, you know, nasau county accounting firm, number 406, et cetera, et cetera, not to reveal your name, but to do something that&#8217;s going stand out so that when the buyer looks at it, they say, wow, this is interesting. i&#8217;ve never seen one laid out like this before. it&#8217;s got stuff in here so that you&#8217;re taking more of an investment banker&#8217;s approach versus, you know, i&#8217;m selling a, a shoemaker. and if, and if you look like a shoemaker, ultimately the price is gonna look like a shoemaker.<\/p>\n<p>telberg (52:58):<br \/>\nwe&#8217;ve got just about five minutes left. uh, and just one or two more questions. uh, you talked a little bit about the financial and operational profile of what a sellers firm should look like in terms of revenue, per person, in terms of profitability. what&#8217;s the profile of a buyer these days?<\/p>\n<p>rosenbloom (53:17):<br \/>\nthis is a fantastic question. and i&#8217;m delighted that you raised it. one it&#8217;s often the case that the smaller firm, which can net 45 to 60% looks at the larger firm and says, who needs you? you guys are netting 30%. i&#8217;m doing much better than you. well, yeah, except those guys are averaging $800,000 a year in comp and you&#8217;re making $400,000 a year comp. so you can&#8217;t look at the comp ability of your net to their net. what you have to know is what are the right kind of statistics that they should be within now? something that is a good set of data is there are surveys available that do a great job of collecting data from firm in each of the regions that have anywhere between two and a half and 10 million, the ones that are collecting data over 10 million, you just don&#8217;t get enough of the right people participating.<\/p>\n<p>rosenbloom (54:18):<br \/>\nbut in that corridor, you get a lot of firms participating and it&#8217;s quality information. so if i&#8217;m looking to sell, and i&#8217;m looking for a firm in my region, that&#8217;s five to 10 million, i wanna get access to one of those surveys. and then i look at it and i say, oh, okay. so when i have my conversation with that firm, i&#8217;m gonna want to get a sense of, so what&#8217;s your average comp? well, if it falls within that criteria, i know that these guys are being vetted properly. i&#8217;m, i&#8217;ve got statistical data. that&#8217;s going to help me. that&#8217;s really powerful stuff. the other thing is you&#8217;re gonna need to have a confidant. and whether that&#8217;s your attorney, whether that&#8217;s your investment advisor, whether that&#8217;s some outside expert, you&#8217;re gonna need to have somebody who&#8217;s gonna do a little digging on the firms. you&#8217;re you&#8217;re contemplating. and to just to give you sense of what the world thinks of them, they&#8217;re not gonna do full-fledged due diligence, but they&#8217;re going to be able to give you some market intelligence, which you need. you should never do a transaction without some type of market intelligence<\/p>\n<p>telberg (55:22):<br \/>\nwith just a couple minutes left. everybody now has your phone number and your email address because they they&#8217;re getting the slide deck. when do you wanna hear from somebody? when do you wanna take a call? at what point should they reach out to ira rose to talk about seller effort?<\/p>\n<p>rosenbloom (55:39):<br \/>\nwell, the fact of the matter is that i i&#8217;m encouraging people to call me anytime of the year, even on the weekend. i used to say this when i was in practice and i practiced for 25 years crisis doesn&#8217;t know it&#8217;s supposed to come between nine and five crisis comes when it comes. so if someone&#8217;s going through a crisis, you don&#8217;t wait until april the 17th to deal with it. you deal with it now. so if somebody wants to get something off their chest or test their sanity, you can call me. um, i&#8217;m very happy to, to have that conversation, maybe walk you off the ledge, or maybe meet you outside and drive you someplace. and believe me, i&#8217;ve gotten calls from people who unfortunately had a health issue during tax season, and we took care of them in 30 days. and, and thank god it worked out for everybody.<\/p>\n<p>rosenbloom (56:25):<br \/>\nuh, i, and i, and i hope we don&#8217;t have to get those kind of phone calls, but i think that generally speaking buyers prefer to see transactions become effective in the late fall. nobody wants to go through a crash course and integration in january and february. so if the deal is going to become live in october and november, you have to allow for three to six months of a process to, to ultimately get to the closing table. so may we&#8217;ll put you at that closing table, if you&#8217;re very serious and, and prepared, you&#8217;ll get to that late fall closing table. that would be perfect. if you start in the late fall, you&#8217;re gonna have some conversations, but you&#8217;re gonna have a break in the action and you lose your momentum. so it&#8217;s great to be able to be teed up and ready for may, which of course there&#8217;s work you can do during busy season. maybe not in march and april, but there&#8217;s work you could do in january and february, um, to be ready for it.<\/p>\n","protected":false},"excerpt":{"rendered":"<p><a href=\"\/\/www.g005e.com\/?p=97102\"><img loading=\"lazy\" decoding=\"async\" class=\"aligncenter wp-image-97112 \" src=\"\/\/www.g005e.com\/wp-content\/uploads\/2022\/04\/screen-shot-2022-04-29-at-5.13.48-pm.png\" alt=\"\" width=\"249\" height=\"137\" srcset=\"\/\/www.g005e.com\/wp-content\/uploads\/2022\/04\/screen-shot-2022-04-29-at-5.13.48-pm.png 1600w, \/\/www.g005e.com\/wp-content\/uploads\/2022\/04\/screen-shot-2022-04-29-at-5.13.48-pm-300x165.png 300w, \/\/www.g005e.com\/wp-content\/uploads\/2022\/04\/screen-shot-2022-04-29-at-5.13.48-pm-600x330.png 600w, \/\/www.g005e.com\/wp-content\/uploads\/2022\/04\/screen-shot-2022-04-29-at-5.13.48-pm-424x233.png 424w, \/\/www.g005e.com\/wp-content\/uploads\/2022\/04\/screen-shot-2022-04-29-at-5.13.48-pm-849x466.png 849w, \/\/www.g005e.com\/wp-content\/uploads\/2022\/04\/screen-shot-2022-04-29-at-5.13.48-pm-768x422.png 768w, \/\/www.g005e.com\/wp-content\/uploads\/2022\/04\/screen-shot-2022-04-29-at-5.13.48-pm-1536x844.png 1536w\" sizes=\"auto, (max-width: 249px) 100vw, 249px\" \/><\/a><br \/>\n<strong>featuring ira rosenbloom, cpa (lr), &#8220;the merger master.&#8221;<\/strong><br \/>\n<em>a 卡塔尔世界杯常规比赛时间 flash briefing<\/em><\/p>\n<h6>stream the video or listen to the podcast: <\/strong><a class=\"external\" href=\"https:\/\/podcasts.apple.com\/us\/podcast\/cpa-trendlines-podcasts\/id1537866697\" target=\"_blank\" rel=\"noopener\">follow 卡塔尔世界杯常规比赛时间 podcasts on apple podcasts here<\/a>\u00a0or\u00a0<a class=\"external\" href=\"https:\/\/cpatrendlines.podomatic.com\/rss2.xml\" target=\"_blank\" rel=\"noopener\">grab the rss feed here<\/a>.<\/h6>\n","protected":false},"author":3507,"featured_media":97112,"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":[1362,2371,2734,3120,3002,11,2764],"tags":[3993],"class_list":["post-97102","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-featured-video","category-mergers-acquisitions","category-podcast","category-pro-member-exclusive","category-special","category-research","category-video","tag-private-equity"],"acf":[],"yoast_head":"<!-- this 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