Succession Planning for CPAs

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ASCPA E-Zine Series

Succession Planning for CPAs Information you can use today to successfully plan for the future.

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Contents

Admitting New Partners—Succession Best Practices by Gary Adamson .........................2 Protect Your Retirement Income Through Succession Planning by Cindy Gordon............................4 The Next Generation of Leadership by Jim Boomer............................. 6 Considering a Merger or Acquistion? Do the Due Diligence by Ric Rosario.................................7 What is Your Practice Worth? by Gary Adamson ..........................9

Admitting New Partners — Succession Best Practices A key part of succession planning is evaluating how you bring in new partners by Gary Adamson As we work through the succession and retirement of senior partners in our firms, a lot of us are also reviewing and updating our internal documents and agreements. A key part of the update should be focused around how we bring new partners into the firm to replace the retiring partenrs.

Published by The Arizona Society of CPAs

There have been changes in valuations and process that we really need to be aware of. Following are some of the best practices.

How Many Partners do you Really Need?

Arizona Society of Certified Public Accountants 4801 E. Washington St., Suite 225-B Phoenix, Arizona 85034-2021 (602) 252-4144 www.ascpa.com

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More often than not firms are supporting too many partners based on the firm’s revenue. That also usually means that the partners are doing a lot of work that could be done by staff. Take a look at the Rosenberg or IPA surveys for average revenue per partner and you will see that the trend is to push more leverage of the work and to get more done with fewer partners. On top of that, the demographics in our firms today tell us that fewer people than ever want to be an equity partner based on the traditional definition. Although our initial reaction to that reality is “we just don’t have enough of the right people to replace us,” maybe it’s not such a bad thing. With the retirement of some of our senior people, we have an opportunity to look for ways to improve the leverage. Said a little differently, we should be challenging the pyramids in our firms by asking


ASCPA E-Zine Series—Succession Planning “is there a different way to serve our clients and get the work done” and “do we really need all of these partners”? Too often we’re on auto pilot worrying only about how to fill the holes the way that we have always done it. Now is the time to step back and challenge it.

Do you have a PIT program? Many firms have developed a partner-in-training (PIT) process that they use to evaluate and develop their new partner candidates. It generally runs for a year or two. The candidate is invited to attend partner meetings and other partner interactions, is given goals specific to the program, is exposed to firm financial and other partner level information, is provided leadership and other education and is mentored through the process by a partner. The purpose is to give both sides the opportunity to observe the other and to make sure that there is a good fit.

Non-Equity or Low Equity Partners One of the ways that some firms are addressing the “how many” question is by using the Non-Equity or Low Equity partner position. It is a spot on the organizational chart that carries with it significant client responsibility and recognition inside and outside the firm as a partner. It stops short of the commitment and compensation of a full equity partner. Some firms will use the position as a stepping stone to the full equity spot. Others will allow an individual to stay in the role indefinitely. There are probably people in your firm right now that fit that spot and would actually be more comfortable there. It opens up other choices and possibilities on the decisions you have to make on equity partners.

Buying In Not too many years ago it wasn’t unusual for new partners to buy in at valuations that included a large goodwill factor on top of a capital account amount. The large numbers really weren’t affordable and firms figured out creative ways to internally finance them (borrow from Peter to pay Paul). Another common practice was purchases of partnership interests outside the firm between partners which produced a lot of wheeling and dealing and inconsistencies. The good news is that both of these practices are almost gone. The normal today is that capital transactions for both new and exiting partners are with the firm and controlled by the firm’s partner agreements. Values for buying in are usually based on the firm’s accrual basis balance sheet and the new partner starts out buying only a piece of that. The goodwill value is earned over time by the incoming partner through a

vesting process that is often based on years of service and the firm’s normal retirement date.

How Much Capital? “It depends“ is not a good answer but there is really not a rule of thumb for the percentage of equity that the firm sells to the new partner. It depends on the firm and how it approaches a number of things including partner compensation and retirement. We can however give you a few numbers and thoughts. First, the average buy-in for a new partner based on 331 firms in the 2012 Rosenberg survey was $137,000. Second, the trend in the pro- The trend in the fession is that ownership perprofession is that centages are having less and less to do with what a partner’s ownership percentages compensation and retirement are having less and payouts will be. It is more about less to do with what a your performance and relative partner’s compensation contribution among your partand retirement payouts ners. Capital is becoming more will be. It is more about about voting rights and supyour performance and porting a portion of the firm’s balance sheet. I am seeing the relative contribution profession move to capital ac- among your partners. counts that are similar for all partners except for new partners where they may start out at some smaller level and move up to “full equity” status over time.

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Financing the Buy-In Recognizing that most of our younger associates are not able to write a check for $137,000, firms must figure out a way to assist with financing it for the new partner. The normal route is that the firm will withhold the amount over some period of time from future profit distributions to the new partner. There is another approach used by some firms that I happen to like a lot. It is using outside financing rather than inside. Basically the firm guarantees a loan for the new partner at a bank. Normally the firm can help the new partner receive attractive terms. The new partner borrows the $137,000 and contributes it to the firm in exchange for the partnership interest. The firm will make sure that the new partner receives a compensation increase that is at least enough to cover the new debt service. Here is why I like it. The firm gets the new capital dollars which most firms can certainly use. Yes it comes with a guarantee but it is off — balance sheet debt. More important, there

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is something very personal about the new partner borrowing that $137,000 from a bank. It is pretty sobering and it brings a certain level of seriousness to the transaction that you won’t get otherwise. On a personal note, I will never forget when I borrowed the money to make my first capital contribution as a new partner. It was a huge deal to me. Some of you may remember when the prime rate was 22 percent back in the 1980s, which made it even more interesting! Regardless of whether you change anything or not, the Baby Boomer succession wave presents an opportunity to review and challenge how we bring new partners into our firms. Gary Adamson is the president of Adamson Advisory, specializing in practice management consulting for CPA firms. He can be reached at (765) 488-0691 or gadamson@adamsonadvisory.com. For more about Adamson Advisory, visit www.adamsonadvisory. com or follow the company at www.adamsonadvisory.com/blog.

Protect Your Retirement Income Through Succession Planning by Cindy Gordon In the state of Arizona, more than 50 percent of CPAs are over 60 years of age. Many of those will fail to plan for their successor or create a succession plan and end up losing a large portion of their retirement income. According to the 2012 CPCS Succession Survey, a joint project between PCPS and Succession Institute, LLC, more than half of the 1,000 respondents of multi-owner firms did not have a

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signed and documented succession plan. The CPCS Succession Survey cited a lack of leadership development as the main challenge facing succession planning within firms. In short, many firms are struggling to get the next tier of people ready to take over. The result of this survey is likely to be indicative of what CPA firms in Arizona are experiencing. Therefore, there is a major concern for the older CPA population. If they are not able to ready their clients for the transfer of responsibility, there may be a risk of client base attrition. Whether you’re a sole practitioner or a partner of a firm, the succession objective is the same – to get the highest buyout value for your practice. This means that your successor needs to retain your client base. What drives a client to stay with a CPA or firm? Most accountants will say that it is because of the quality of service (their technical skill) — when, in truth, clients stay because of the behavior and emotional connection they create with their CPA. Therefore, to help facilitate the successful transition of clients, the earlier a pool of potential successors can be created the better. This pool should make available to the exiting CPA not only the staff that possess the range of technical skills needed for their clients but the understanding of the consistent behaviors required to uphold the customer experience. By creating a pool of potential succession candidates, the exiting partner would be able to better allocate the clients to the appropriate people by looking at the mix of technical and emotional needs of each client. Firm members would be in a better position to ease into the transfer of responsibility, allowing both the client and successor time to build rapport while keeping the exiting partner in the equation. Clients would feel like they have a greater support network within the firm.

The Challenges How do you get your succession pool candidates ready for that transition, especially where they might be moving into a stronger leadership position or a position of greater responsibility? There are two challenges that firms are experiencing: a lack of employee motivation and turnover of top talent.

• Lack of motivation A lack of motivation may arise because there has been no connection between the role of the employee and the firm’s mission. When this connection is made, the employee gains a sense of fulfillment that drives intrinsic motivation. A recent Gallup poll showed that only 30 percent of the U.S. workforce is highly engaged (happy to go to work). This means more than


ASCPA E-Zine Series—Succession Planning two-thirds of the workforce isn’t engaged, and therefore need some help or direction from their employer to motivate them. Another cause for a lack of motivation is a poor relationship between the employee and the boss. People don’t leave their organization, they leave their boss. A good boss creates a strong emotional relationship and a sense of reciprocity. An employee who feels cared for at work will do whatever it takes to help their boss and show their appreciation. Where this type of relationship doesn’t exist, the employee acts in his or her own best interest first as he or she feels that if they don’t take care of themselves at work, no one else will. Job stagnation is another cause for a lack of motivation. People thrive on challenges, especially when they feel safe to fail and have a support system to learn. Unfortunately within the CPA industry, firms tend to focus on keeping staff on the same clients doing the same work to try to maximize efficiencies. If the firm partners are not focused on providing staff with growth opportunities, motivation wanes. When a growth opportunity arises—like with succession—the employees have become so comfortable in their roles that the partners no longer see them as potential succession candidates.

•Turnover of top talent Talented employees look for new challenges and strive to gain a sense of satisfaction from their achievements. If the firm doesn’t provide opportunities for growth, these employees look for other firms that will. Some firms go to the opposite extreme and rely too heavily on strong performers — inundating them with work. It’s human nature for leaders to pass work on to people who are highly productive and autonomous. This can lead to burnout or stress as well as resentment by other employees as partners appear to favor certain employees.

Using Corporate Culture to Build a Pool of Successors Remember that clients stay with a firm not just for technical skills, but for the emotional and behavioral aspect they’ve come to expect. In order to create a skillful pool of successors, you must build the understanding of expected behaviors into your corporate culture. Here are some easy steps that can be followed and implemented to include this aspect into your culture. Start by assessing the ethos of each partner. What was the driving purpose of establishing their practice? Find and articulate the common purpose – the “why” of your firm. There needs to be a meaningful purpose beyond making money. Many CPAs say their purpose is to help people;

however, this is too general to be meaningful. It’s important to communicate how you want to profoundly impact your clients. Look at key aspects of how each partner deals with and treats their clients. This will help in defining values and beliefs that will represent your firm going forward. This phase should capture the differentiating qualities the firm as a whole will embrace. Job stagnation is Enroll the staff into the proanother cause for a cess of creating strategies to lack of motivation. communicate, model and fully embrace the purpose and bePeople thrive liefs. on challenges, Create awareness of how especially when the purpose and beliefs align to the personal beliefs of each they feel safe to fail employee. and have a support Celebrate accomplishments system to learn. of the firm members in relation to living the beliefs.

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Through this process, every member of the firm becomes devoted to the same objectives. The behaviours toward clients and the relationships that are created become uniform. From here, a partner who is considering his or her exit now has a group of peers and subordinates who are delivering the same customer experience as he or she would. Succession can begin— or probably has unconsciously begun as the clients begin to develop additional points of contact within the firm. More and more employees become top performers because their role becomes meaningful – they see their contribution to a strong purpose. The likelihood of client retention becomes very high as the transfer of responsibility is fluid. The partner’s goal of maintaining a high level of payout on retirement is now more likely to be achieved. Cindy Gordon, CPA, CA (Canada license only) CPCC is the owner of Culture Shock Coaching, LLC. She works with accounting firms and business owners to create a high of employee motivation through a conscious and meaningful corporate culture. She can be reached at cgordon@cultureshockcoaching.com.

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The Next Generation of Leadership by Jim Boomer We are headed toward a massive transition in leadership at firms across the country as the current leadership gets closer to retirement. Some firms have already successfully transitioned, others are preparing, and then, there are those that don’t yet have any plans in place. The transition discussion is abuzz at the conferences I’ve recently attended — both among attendees and speakers. And, tensions are high between the very generations whose roles are about to shift, which is extremely concerning.

The State of the State Current leadership often complains they can’t find quality candidates to fill the pipeline, pointing to a generation that doesn’t want to put in the hours or work for it. They use words like lazy and entitled to describe them and say they waste time using technologies like mobile and social media. The younger generation uses terms like out-of-touch and archaic to describe the people they will succeed. They point to a need to do things differently to succeed in the future and some suggest throwing out the old model completely. So who’s right? The correct answer lies somewhere in the middle.

Listen Up Emerging Leaders I’ve been hearing an increasing number of people from my generation (the emerging partner group) spreading a message that the old model is antiquated and needs to be replaced by completely new thinking. We need to do things differently but a complete reboot isn’t necessary. Emerging leaders need to

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step back and understand a few things about those that have come before us. • First, they have years of wisdom and professional experience that we can and should tap into if we are smart business people. • We also need to appreciate everything a partner has done to set up the opportunity that is currently ahead. It would not exist if not for the hard work they put in throughout their careers. • We need to realize it’s hard to let go of something you’ve been doing your whole life. We may have to temper our expectations of how quickly we are going to ascend in the firm. • We also need to present our new ideas with respect and ask how they fit in with current leadership’s view of the environment. • Finally, don’t push too hard. This is an emotional transition that takes time. They need to work through it personally before they can work share the plan or roadmap with anyone else.

Tips for Current Leaders Seasoned professionals must think back to earlier in their own careers so they can better empathize with what the emerging professionals are thinking, feeling and doing. A few years ago, I listened to Bill Reeb speak on generations – he read an article to the audience that listed all the gripes current management had with the next generation. Only after the audience (made up mostly of seasoned professionals) had finished their wave of head nods in agreement did he reveal that the article was from many years ago and was actually written about the Baby Boomer generation. Truth be told, you’ve been in their shoes and, likely, someone judged your perceived intentions (or lack thereof) at some point in your career. So let’s look for the positives that we can leverage to move forward toward a successful transition. • First and foremost, emerging leaders bring a fresh perspective that is important to the future of the firm. They also bring new ideas and skills to the table as well; especially in the area of technology. Leverage these to the firm’s advantage. • Open your mind to new ways of thinking and doing things. Consider how these ideas might fit into how you’ve traditionally done things. • Coach and mentor young professionals but also challenge them. This involves stepping back, which can be emotional and difficult to do but is necessary to the transition.


ASCPA E-Zine Series—Succession Planning • • • Seasoned professionals must think back to earlier in their own careers so they can better empathize with what the emerging professionals are thinking, feeling and doing.

Considering a Merger or Acquisition? Do the Due Diligence Finding a Middle Ground…Together Although Thoreau wasn’t referring to the accounting industry when he said, “things don’t change, we change,” I think his quote is a great way to approach the coming of ages. The sooner we stop throwing daggers at each other based on what the other perceives to be wrong and start focusing on the positive aspects we all bring to the table, the quicker we can start blending our perspectives and planning the transition – together. This building tension and division must stop. It will derail, delay and even destruct the impending and important shift in leadership, and we must all come together now to ensure a successful transition. Put an action plan in writing that spells out the transition timeline, what activities will be transitioned and when, and how approaches can be melded. This will probably require many emerging leaders to “tap the brakes” and current leaders to “hit the gas,” but working together you can figure it out. Jim Boomer is a shareholder and the CIO for Boomer Consulting, Inc. Boomer is ranked by Accounting Today as one of the 100 Most Influential People in Accounting. He can be reached at jim. boomer@boomer.com.

by Ric Rosario Many of the problems arising from CPA firm mergers and acquisitions can be traced back to insufficient due diligence, critical thinking, foresight and planning. The first step toward a successful merger or acquisition should be to clarify and agree on the reasons for your firm’s interest in a potential merger. The partners should consider: • what they want from a merger; • what they do not want; • characteristics and practices that would produce a good fit (among partners, staff and clients); • the pros and cons of a merger with a smaller firm, a larger firm, and a firm of equivalent size; and • timetables of who will be responsible for which activities, including how confidential the different activities will remain. Before merging, or even performing joint work, which can entail a degree of joint liability, develop a familiarity and comfort level with the other firm’s culture, quality controls, type of practice, and client mix. Interview personnel at all levels of the firm as well as key clients, attorneys and others familiar with the firm. Ask the following questions:

Philosophy/Compatibility How compatible are the firms’ cultures? Is there a disparity between work ethics? What are the attitudes toward clients? toward employees? What are the relationships like between the owners?

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What are the other firm’s views on practice development? Is the other firm quality-control oriented? How aggressive is the other firm? What types of clients does the other firm have? Does it practice loss prevention? Is it financially stable? What is its reputation? What are the chances of a “hidden agenda” (e.g., personnel layoffs after the merger is consummated)? What are the other firm’s future plans? What role do the partners want to play in your firm? Do they want to be hands-on? Do they want to be administrators, or marketers? How many hours do they want to work? Do they want to take on a heavy workload, or scale back? Is there a lot of overtime (billed or unbilled) on jobs? What is the profile/reputation of the other firm’s clients? Do they pay the firm on time? What are the firm’s policies regarding client acceptance, investing with clients, trusteeships, etc.? What are the chances that some of the clients will leave?

History What is the other firm’s claims and litigation history? Are there pending liability issues? (Speak with the other firm’s attorneys and ask if they are willing to put the status of pending liability issues in writing.) What are the results of the most recent peer review? Does the other firm have frequent mergers/splits? If so, why so often? Is the other firm’s CPE current? What type of CPE do the CPAs take? Is the type relevant to their practice, or did they take low-quality CPE to meet requirements? Has the other firm had a license or certificate suspended or revoked? Has it ever faced disciplinary action by a state or federal regulator (e.g., board of accountancy, NASD, SEC, PCAOB), a state CPA society, the AICPA, or other organization? What information can your state board of accountancy give you about the firm? What kind of prior insurance, if any, does the firm carry? Consider obtaining background investigation reports on the key partners (and be sure to tell them you are doing so).

Scope Is the firm’s work compatible with yours? Does its work complement yours? Will you be working with or against each other? Does the firm specialize in a certain area of practice? (If you

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are unfamiliar with the area, speak with others who are familiar with it. You may even want to take CPE and attend discussion groups to familiarize yourself with the area.) Is their practice area more hazardous than yours? Are the rewards worth the risks associated with the deal if it falls apart? (Do a risk/benefit analysis.) Would it help if the parties got a second, independent opinion?

Risk Exposures

• • • Consider the ramifications of your options carefully. An endorsement for Extended Reporting Coverage (ERC), also known as “tail” coverage, covers past work performed up until the date of a merger or dissolution.

As an owner in a merging firm, sole proprietorship, partnership, or corporation, you may have a new set of risk exposures. Get answers to the following questions: What will your liability be, based on the new focus of your practice? What rules of your state board of accountancy pertain to your new area of practice? Do you have joint and several liability exposure for all work undertaken, as CPAs do in some states? Consider the ramifications of your options carefully. An endorsement for Extended Reporting Coverage (ERC), also known as “tail” coverage, covers past work performed up until the date of a merger or dissolution. Also find out from your insurance carrier or agent: Whether ERC is available to you. What period of time the ERC covers. The cost of ERC. The coverage limit under the current policy and ERC. Who has consent to settle claims for prior work. Whether there are differences in prior acts dates. What insured limits and deductible the new firm will carry. How the deductible will be divided. Who pays the premiums and/or deductible. Another common question that arises from changes in firm ownership is whether the firm covers a new partner’s past work, assuming your current insurer approves coverage for the new partner. There are, however, benefits and drawbacks. For example: Although you are assuming all the liabilities, you haven’t benefited from any revenue from this work. A claim on past work can impair your current policy limits.


ASCPA E-Zine Series—Succession Planning Coverage is usually written to cover firms and not individuals or owners. Covering a new partner’s past work means covering a prior entity, and some of the owners may not be with your firm or even known to you. The carrier may not agree to cover prior work. Firms should always consult with their insurance carriers or agents regarding coverage options and the many other risk management issues to be considered in planning for a successful merger or acquisition. Ric Rosario, CPA, is president and CEO of CAMICO (www.camico.com), the nation’s largest CPA-focused program of specialty liability insurance for the accounting profession.

What is Your Practice Worth? by Gary Adamson So it may be time to ask, what is your practice worth? What can you expect whether you are buying or selling? One thing is for sure — Baby Boomers are selling at a rate that the profession has never seen before. It is still a sellers market, for now. But the demographics and the thousands of practices that will soon be for sale suggest that may change over the next few years. We are often asked by our clients about the market and what firms are selling for. Everyone wants to know “what’s the multiple?” Let’s start with a little bit of background and definition. First of all, there are basically two types of deals in the CPA firm M&A world. One is a “merger” transaction where generally, partners of the smaller firm join the larger firm with the key characteristic being that those partners plan to continue with

the larger firm on more than a short term basis. Normally no cash changes hands. Rather the incoming partners are brought into the firm’s existing deferred compensation /partner buyout plan. The second is really a purchase where the partners or sole proprietor of the smaller firm are selling the practice and are not continuing on a long term basis with the larger firm. These tend to be the smaller deals. Often, a single transaction will combine a merger approach for some incoming partners and the buyout of others. This article is focused on the purchase transaction. At the smallest end of the spectrum are the cash deals. In spite of lots of talk, we just don’t see them. In fact, they are almost nonexistent in the firms that we work with. The generally accepted deal structure for most purchases in the profession today is a multiple of revenue approach paid out over a period of time, with no interest. The first question we get from our clients is usually “what multiple of revenue are practices selling for?” We normally answer that question with another question: As the buyer, would you take this deal: a $500,000 tax practice, good rate per hour, located in your back yard, zero or a small down payment, good transition of clients by the retiring sole practitioner, and the price is 15 percent of collections over 10 years? There usually is a short pause and the answer is “yes, absolutely.” So far I don’t think we have heard a no. In the preceding example, as the buyer you just said yes to paying a multiple of 1.5 times revenue for the practice! What?? Why would you do that? The point is it’s not just about the multiple; it’s about the overall deal structure and terms. The multiple is only one piece of the puzzle. Although we won’t touch on everything, the important components that go together to make up and influence the structure are: • Size of practice • Profitability of the practice • Location • Down payment • Term (number of years) of the payments • Length of time before the purchase price is fixed • Extent and quality of client transition • And finally, the multiple of revenue being paid. The relative size of a practice being acquired will have an impact on the pricing of a deal. Generally, the larger the target, the fewer potential buyers there will be and the price is lower. Likewise, the pricing is impacted by the location of the target. If you are in a major metro area, there are more potential suitors and you can command a higher price.

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Be careful on analyzing the profitability of the practice. Most of us want to focus on the financials of the target and yes, we do want to review and understand them. But as the buyer, the more important questions should be the margins and profitability in our firm. What is it going to look like in our shop? Cost structures are different and how we staff it may be different. The down payment, length of payment term and when the price is fixed or locked down all work together to influence the multiple. As you can probably imagine, as the down payment goes up the buyer has more risk and the multiple may go down. A down payment of more than 20 percent is fairly unusual in this post recession market and we often see any down payment treated as an advance on the first year or two of payments. The length of the payment term is normally in the range of four to six years, and the multiple will be higher as the term increases. The lock down of the price deserves some explanation. In our $500,000 tax practice example, there is no lockdown and the seller would have received 15 percent of collections or $75,000 for ten years, assuming that the revenue stayed at the $500,000 level. Of course, it won’t stay at that same amount. Hopefully the acquiring firm is going to grow it, but most sellers are worried that it will shrink. To protect against that shrinkage, sellers want a lock down or fixing of the price after some period of time. We normally see that in the one to three year range. So, if in our example we included a two year lock down, the value would be fixed at the end of two years based on the revenue

of the practice at that time. The remaining payments would be adjusted accordingly. The length and quality of the transition to be provided by the exiting partners or sole practitioner is critical to the retention of clients and the value of the practice. The interplay of the transition and the lock down of the pricing is key. So, what about the multiple? We see a lot of transactions in the one to 1.25 range, with the higher end of the scale in the metro areas. That would assume terms in the “somewhat normal range” such as a down payment of not more than 20 percent, a five-year payout, a two-year lock down, good transition, etc. A few more details to be aware of include: • Furniture and equipment are normally included (the buyer receives them). • Work in process and accounts receivable are normally not included. • As the buyer, always share the upside prior to the lock down with the seller. • Make sure that your transition plan includes two cycles. Gary Adamson is president of Adamson Advisory, a practice management consulting for CPA firms. He can be reached at (765) 488-0691 or gadamson@adamsonadvisory.com. For more about Adamson Advisory, visit www.adamsonadvisory.com.

Business Succession Planning and Exit Strategies — Webcast Nov.13, 2014

9:30 a.m. to 5 p.m. Recommended for 8 hours CPE credit Business succession planning is an integral part of a successfully run company. This how-to course is essential for CPAs who work with companies that ultimately will be transferred. During the course you will tackle valuation specifics, including the income approach, market approach and underlying asset approach. You will also review how discounts impact value, including discounts for lack of control, lack of marketability and others. You will learn how to structure deals and maximize a company’s value in preparation for its sale. Additionally, you will address how family dynamics impact planning considerations. For more information and to register, go here.

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