You may not have $400,000 sitting in the bank. You may not even have $40,000. Yet under the right conditions, you could buy a $400,000 accounting practice with about $20,000 of your own money.
The deal still has to pass a lender’s review, produce enough cash to cover the debt, and leave room for working capital. The firm also needs to fit your goals and your ability to serve its clients.
On a recent episode of Who’s Really the BOSS?, hosts Rachel and Marcus Dillon spoke with independent debt advisor Eric Rabinovich about the financing behind small accounting-firm acquisitions. Their discussion showed that cash is only part of the challenge. Buyers also need the right target, solid financials, and a plan before an opportunity appears.
Most accounting-firm deals are smaller than the headlines
LinkedIn may focus on mergers among the country’s largest firms, but that is not the market most accounting professionals occupy. Eric usually works with professional-services firms generating a few hundred thousand dollars to more than $5 million in annual revenue. His average transaction is about $700,000 to $800,000, and many fall between $500,000 and $1 million.
Roughly 100,000 accounting and tax firms operate in the United States. Eric estimated that the heart of the market falls between $300,000 and $700,000 in revenue. For perspective, the 500th firm on the IPA 500 list generated just over $6 million.
That makes acquisition a practical option for smaller firms. Rachel noted that organic marketing efforts may take six months to gain traction and a year or more to produce significant growth. An acquisition can add revenue faster, but it also brings clients, employees, systems, and cultural issues to manage. Once you decide the fit is right, the next question is how to pay for it.
The $20,000 scenario depends on the deal structure
Marcus began searching for a practice in his late 20s after seeing no clear path to partnership at his employer. In 2011, he bought a $400,000 practice to replace his income and create more flexibility. The deal structure included $40,000 of personal cash, a $40,000 seller note, and a $320,000 bank loan.
Today, Eric said buyers generally have three financing paths:
- Seller financing: Payments may be tied to collections, but willing sellers can be difficult to find
- Conventional bank financing: Buyers usually contribute more cash and repay the loan over five to seven years
- SBA-backed financing: A 10-year term can reduce the down payment and the monthly payment
Eric shared an illustration where a buyer could finance $360,000 of a $400,000 purchase with an SBA loan. A qualifying $20,000 seller note covers half of the required equity if it remains on standby for the life of the SBA loan. The buyer contributes the remaining $20,000.
“You can buy a $400,000 firm for $20,000,” Eric said. But working capital, seller cooperation, lender approval, and the final deal terms affect the amount required. More importantly, a low down payment means little if the practice can’t support the debt.
Cash flow determines whether the loan works
The key measure is the debt-service coverage ratio (DSCR). It compares available cash flow with annual loan payments. Eric said many lenders require a minimum ratio of 1.25. In simple terms, the business needs $1.25 of qualifying cash flow for every $1 of debt payments.
Using Marcus’s $320,000 loan as an example:
- Term: 10 years
- Illustrative interest rate: 8.75%
- Monthly principal and interest: about $4,000
- Annual debt service: about $48,000
- Cash flow needed at a 1.25 DSCR: about $60,000
SBA financing is based on cash flow. As Eric put it, “If that isn’t at or above the minimum debt service coverage ratio, the other stuff doesn’t matter.” Before you become attached to a practice, calculate its likely debt payments and test its cash flow.
Prepared buyers stand out in a crowded market
Once the numbers work, the next challenge is winning the seller’s confidence. Buyers now compete with entrepreneurship-through-acquisition graduates, investor-backed groups, and small firms pursuing “micro-PE” rollups.
Eric recommended taking several steps before searching seriously:
- Protect your credit and avoid major purchases that reduce borrowing capacity
- Complete a personal financial statement
- Gather bank or brokerage statements showing available cash
- Talk with lenders and seek prequalification
- Work backward from the equity requirement to set a realistic price range
- Ask experienced buyers what they wish they’d known
Consider the seller’s view. One buyer expresses interest, while another presents proof of funds and a prequalification letter and explains how the transition will work. Preparation doesn’t guarantee a deal, but it gives the seller fewer reasons to doubt your ability to close.
Existing firms may have more financing options
Established owners may have an advantage because lenders can consider cash flow from both the buyer’s firm and the target. Marcus and Rachel used that strength when they wanted to move beyond a $3 million growth ceiling. They bought a $1.5 million practice using $120,000 in cash, $480,000 in bank financing, and seller notes for the balance.
Eric also explained that an established firm with at least two completed fiscal years may qualify for SBA expansion financing. If the transaction meets the SBA’s industry requirements, a lender may approve up to 100% financing.
Firms are also exploring related services such as wealth management and insurance. Those moves may create opportunities, but they bring separate licensing and regulatory requirements. As Eric warned, “Just because you can do that doesn’t mean you should.”
Readiness creates the opportunity
Buying an accounting firm can offer a faster path to ownership or help an established practice break through a growth ceiling. But the target must fit your firm, its cash flow must support the debt, and you must be ready to move when the right opportunity appears.
Hear Rachel, Marcus, and Eric explain the financing options, risks, and preparation steps in the full Who’s Really the BOSS? episode.
Rachel and Marcus Dillon, CPA, own a national, remote client accounting and advisory services firm, Dillon Business Advisors, with a team of 28 professionals. Their latest organization, Collective by DBA, supports and guides accounting firm owners and leaders with Streamlined OS, an operating system for accounting firms, mastermind groups, and one-on-one advisory.
