Thinking of Selling, Buying, Merging in 2023? – Market Options!

Accounting Practice Divestment in 2022/2023

Published on 14 Nov 2022 at 12:00am

What are your market options?

Time Poor; let’s go to brass tacks:

It’s been a roller-coaster for the last 3 years with COVID and now Inflation is pushing us around… who would have thought finding good staff would be so hard – well, it always has been, it just got harder, more expensive and they don’t even come to the office.

  • What am I worth?
  • What are the options?
  • Will they fix my problems?
  • Then what?

Roller-Coaster affected Market valuations are still in premium territory, with $1.20 being the new $1.00, or so a BANK said. But, before you jump onto this thinking, great let’s do it, remember this is a premium and that comes with terms and conditions. We have seen practices sell for more and we have seen some sell for less.

Accounting Practice Buyers – Sample: 

  • Individuals leaving larger firms: Quiet
  • Small, Medium and Large Practices: Yes
  • Market Known Local Consolidators: Yes
  • New to Market Consolidators: Yes
  • International Consolidators: Yes
  • Financial Planning Groups: Quiet

Terms: 

  • Sale Price: Negotiated
  • Upfront percentage vs Clawback: Negotiated
  • Revenue Targets: Negotiated
  • Profit Targets: No, be careful here
  • WIP & Debtors: Vendor keeps them, unless bought by Purchaser
  • Ongoing Role: Negotiated

Time to Settlement after Vendor/Purchaser Introductions: 

  • 1 week: Dangerous, slowdown, you’re missing something
  • 4 weeks: Curious as to how it is transpiring
  • 6-8 weeks: Healthy, review of culture impact
  • 12 weeks: The average timeframe
  • 6 months: Slow, but this is ok too
  • 12 months: Probably doesn’t want to sell

Solutions Sought in Transactions:
Staffing is NUMBER ONE: Don’t just bank on the target’s staff staying

  1. Key Staff of Buyer, buying in or becoming Partner: Great focus point
  2. Reduction of workload (Buyer or Target): Maybe, although doubtful at start
  3. Scalability and efficiencies: it takes 12 to 24 months for healthy momentum
  4. Service offering expansion: Gently integrate the cross sell or pushback will appear
  5. My problems will all disappear: Sadly, there is no silver bullet – it takes hard work

Now I Have Sold, what’s next: 

  • Dream: you should know what you want to do and already be doing it prelisting
  • Will they keep me on? – of course, if you want, but not always: Negotiate
  • Will I be remunerated the same amount? – no, probably not: Negotiate
  • Will I lose control of the business after settlement? Strong possibility: Negotiate
  • Can I start up again? Not normally. Strenuous restrictive covenants: Negotiated
  • Can I just walk away: Yes, you can negotiated a Walk-In-Walk-Out: Discounted Value

When a buyer comes to the table, tells you everything you want to hear ask yourself:

What don’t I know about this person, this institution and how can I check?

  • A GOOD CULTURAL FIT because ‘THEY SAY SO’ – whiteboard it and do it again
  • Am I excited over a deal that isn’t true market valuation? Biases give away true value
  • What is the ongoing role deemed necessary to ensure full payment of the clawback?
  • TERMS: What’s hidden in the terms? What’s hidden in the contract? Question them
  • Are they hunting YOU or are you hunting THEM: Strategize Culture, Price, Terms

 To Note: 

  • Every deal is a two-way negotiation
  • Culture takes time to rise – are you willing to change?
  • If it’s about the clients’ future, do a strong reverse Due Diligence
  • Be careful about the Buyout and Hang-back targets imposed
  • BlueSky dreaming are just bright lights that can lead to disappointment
  • In desperation you need to trust someone – Buyers will lowball
  • Ask for everyone’s’ experience. Good and Bad

Thinking of SELLING in 2023?
Thinking of BUYING in 2023?
Thinking of MERGING in 2023?

Let’s Talk
Magnus Yoshikawa – 0408885944

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