Accounting Firm

Selling Your Accounting Firm: Misconceptions, Valuations, and Market Realities

Earmark Team · April 15, 2025 ·

The accounting profession is experiencing a wave of mergers and acquisitions right now, which is forcing firm owners to make tough decisions about their futures.

In the latest episode of the “Who’s Really the BOSS” podcast, Doug Lewis, the Managing Director at Visionary Group, offered insider insights into accounting firm transactions, drawing from his extensive experience in the field.

Record-Breaking M&A Activity

In 2024, accounting firm transactions set new records, and it looks like 2025 might double those numbers. As Lewis explained:

“2024 was industry-wide across the accounting profession absolutely wild. The pure number volume of transactions that were happening…a lot of people don’t realize how many half-million to $5 million transactions take place almost weekly at this point.”

While big acquisitions by major firms and private equity groups grab headlines, most transactions involve smaller practices that often go unnoticed. This surge in activity is driven by two key factors:

Demographic Reality: The average baby boomer is now in their late 60s, and this generation still owns most accounting practices. Many are discovering that their internal succession plans have either failed or didn’t exist in the first place.

Growth Strategy Shift: Larger accounting firms have increasingly turned to acquisitions as their primary growth strategy. Once firms reach certain revenue levels, relying purely on organic growth simply isn’t enough.

“Once a firm reaches a certain revenue size, it’s extremely difficult to move the growth needle if you’re just focusing on organic growth,” Lewis noted. “The numbers can get staggering on how much new business you have to bring in.”

This creates what Lewis calls a “perfect storm” in the marketplace: Aging owners needing exit strategies are facing off against growth-hungry acquirers who see mergers and acquisitions as their best route to expansion.

Who’s Buying Accounting Firms?

The landscape of potential buyers for accounting firms has changed a lot in recent years. Lewis pointed out three main types of buyers:

Independent Accounting Firms: These firms continue to acquire practices, often opting for equity swaps rather than cash transactions. In many cases, these deals are structured as “mergers,” where the selling partner rolls into the compensation program of the acquiring firm.

Outside Investors: This group includes private equity firms, outsourcing companies, technology firms, and wealth managers who are increasingly getting involved in the accounting space.

Hybrid Firms: These are firms that have already taken on partial or majority private equity investment and are becoming more active in making acquisitions, typically using different transaction structures.

Despite these categories, Lewis emphasizes, “I’ve been a part of hundreds of these things over the years, and I have yet to see two transactions that were ever structured in the exact same format.”

How Firm Valuations Are Changing

It seems like the marketplace is really shifting from revenue-based valuations to EBITDA-based approaches, which align more closely with how other industries operate.

“The overwhelming majority of acquirers are shifting from the multiple of gross revenue down to the multiple of EBITDA, which makes sense because that’s how the majority of other businesses trade,” Lewis explained.

Even with this change, gross revenue multiples still serve as a useful reference point. Lewis noted, “Usually the multiple of gross revenue is always going to hover around that one time mark. Some are significantly higher if it’s a niche profitable practice and some are significantly lower.”

A key consideration in this process is how EBITDA is calculated—especially when it comes to owner compensation. Lewis states, “When we look at EBITDA, the true profitability on a firm, we look at it before any single owner in that company takes home a dime. That’s the starting point.”

This can often lead to tension during negotiations since sellers typically view their compensation as separate from the firm’s profitability, whereas buyers see owner compensation as a cost that needs to be factored in.

Another concept that Lewis brings up is what he calls the “scrape”—essentially the return on investment that buyers require. As Marcus puts it: “If the scrape on a transaction’s 10%, 20%, you have to evaluate this business purchase up against anything else in the market, including just going and sitting that cash in an interest-bearing account.”

Building Value in Your Accounting Firm

If you’re looking to sell your firm or transition ownership, there are some proven strategies that can really boost its value. Lewis identified four key areas to focus on:

1. Develop Your Talent

One of the biggest draws for potential buyers is the talent within your firm. While having younger partners can be a real advantage, Lewis stressed that having strong management at all levels is crucial:

“Young partnership talent is phenomenal to have. But if you have strong managers, that next level director manager level people inside your firm, that’s going to significantly help valuation.”

2. Optimize Your Client Portfolio

Many accounting firms struggle with revenue concentration that goes beyond the classic 80/20 rule:

“It’s not uncommon for us to see more of like a 90/10, 95/5 rule inside accounting firms,” Lewis pointed out.

This means that only a handful of client relationships are driving most of the firm’s value. Lewis shared an eye-opening example: when he asked a seller about their top ten clients, they could only name about five or six and realized they didn’t really know what those clients were trying to accomplish.

Rachel highlighted her own experience: “We were spending a lot of time with very low revenue clients, like multiple touch points on these that spent the least amount with our firm. And it didn’t make any sense.”

3. Review Fee Structures

One of the most effective strategies for increasing your firm’s value is to conduct thorough pricing reviews:

“I’ve yet to really see a firm that has priced themselves out of any market, which is shocking,” Lewis noted.

Despite this insight, many firms hold on to outdated pricing structures that undervalue their services. Lewis recommends that firms “aggressively review your fee structures” and set minimum fee thresholds to get rid of unprofitable client relationships.

4. Highlight Advisory Opportunities

While it may not be realistic for everyone to build strong advisory practices—especially those nearing a transition—Lewis suggests a different route:

“If a firm is a little late in the game to really jump start an advisory department, what they should do is be able to clearly state and identify the advisory revenue opportunities that exist inside their base to a potential buyer.”

Clearly communicating these untapped potential opportunities to potential buyers can significantly boost your firm’s perceived value.

Common Misconceptions When Selling

For firms working on a sale or merger, Lewis says there are two big misconceptions that tend to derail transitions:

Unrealistic valuation expectations often stem from anecdotal information about what other firms received. “When you hear, ‘oh, this firm got a multiple of this’ or ‘private equity wants this in a firm’—yeah, they do, but they want one in a firm that’s 20 times your size,” Lewis explained.

Underestimating transition timelines is another common pitfall. “There are a lot of aging owners out there right now who think that when I’m ready to hang it up, I can just list the thing, sell it, and walk away,” Lewis noted. “Those types of transactions where there is not a relatively extended transition period post-deal—those are becoming less and less commonplace in the market.”

Every Firm Will Face Transition

Lewis’s view is simple: transition is inevitable for every accounting practice.

“Every single firm transacts now. There’s really only three transactions out there. Number one is you’re going to either sell or merge the thing. Number two is you’re going to pull off the internal succession. And number three is you’re going to close your doors.”

This reality completely changes how we should think about firm value. Building value isn’t just something you do when you’re getting ready to sell – these core business principles improve outcomes no matter which path you take.

As Rachel put it: “We need to be doing these things as well if we’re hoping one day that one of our current team members or a future team member is going to want to buy or continue the legacy of our current firms. We need to make them attractive to the people who are working in them as well.”

In today’s red-hot market for accounting firm deals, the winners will be those firms that consistently build value through disciplined business practices instead of waiting until they’re about to transition.

Want to hear more from Doug Lewis? Listen to the episode, and don’t forget to subscribe to “Who’s Really the BOSS” for more insights on building a valuable accounting firm.

Rachel and Marcus Dillon, CPA, own a Texas-based, remote client accounting and advisory services firm, Dillon Business Advisors, with a team of 15 professionals. Their latest organization, Collective by DBA, supports and guides accounting firm owners and leaders with firm resources, education, and operational strategy through community, groups, and one-on-one advisory.

A Fresh Look at Accounting Firm Transitions Puts Quality of Life First

Earmark Team · February 2, 2025 ·

In a recent episode of the Who’s Really the Boss? podcast, attorney Sara Sharp joined hosts Rachel and Marcus Dillon to discuss the evolving world of accounting firm ownership, legal compliance, and how forward-thinking solutions like phantom equity can help firms thrive.

Sara, who works almost exclusively with CPAs on practice transitions and day-to-day compliance, sheds light on key issues every firm owner should consider—from multi-state employment laws to IRC Section 7216, which requires tax return preparers to protect clients’ tax return information or face possible criminal prosecution. Sara also discussed how creative ownership structures can bridge the gap between traditional partnerships and the need for modern flexibility.

From Compliance Challenges to Ownership Solutions

Rachel and Marcus initially engaged Sara to revisit the Dillon Business Advisors (DBA) employee handbook, recognizing that multi-state compliance for PTO and other policies was becoming increasingly complex. What started as a routine legal audit soon expanded into a broader conversation: How do small and mid-sized firms protect themselves legally while also planning for the future?

“A lot of people think signing up with a PEO solves everything,” explains Rachel, referencing how DBA initially assumed their Professional Employer Organization would handle compliance. “But we still discovered plenty of state-specific requirements.”

Sara points out that many accounting firms face challenges such as:

Multi-state labor laws require unique PTO accrual rules or payout stipulations
Contractor vs. employee misclassification can lead to costly fines
Sec. 7216 regulations mandate specific client consent forms when outsourcing tax prep or using contractors

Addressing these issues up front, says Sara, frees firms to focus on strategic goals like offering innovative ownership pathways.

Why Traditional Partnerships Feel Precarious

Despite the compliance work, most of Sara’s clients ultimately want guidance on ownership transitions, whether selling to a third party, merging with another practice, or rewarding top team members. She uses “one foot on the boat, one foot on the dock” to describe how many owners attempt to ease out of the business while transferring equity to new partners. This can create a drawn-out process where any sudden shift—divorce, health crisis, or relocation—throws everything off balance.

“You can set up a five-year partnership buy-in plan,” says Sara, “but if something goes wrong in year two, you’ve got a mess on your hands, with partial owners and complicated payouts.”

Phantom Equity: A Modern Alternative

At DBA, Marcus and Rachel wanted to recognize two key team members—Leslie Reeves, CPA and Amy McCarty, MBA—without forcing them to buy into a rapidly appreciating firm. “We’re not just talking about hours and ‘butts in seats,’” Marcus explains. “Leslie and Amy bring strategic value that far exceeds any traditional measure of partner track.”

The solution? A phantom equity plan. Sara helped them design an arrangement wherein these employees receive financial benefits tied to firm performance—just as if they owned a small percentage—but without actual stock in the company. They would still see real economic participation in a potential sale or buyout event.

“We’re going to treat you economically as though you are a 1% owner,” Sara notes, “but you’re not on the cap table. It’s simpler, and if someone leaves, they aren’t stuck with actual shares in the business.”

For Marcus and Rachel, this addresses talent retention—rewarding employees who already act like owners—and risk management: no messy buyouts if life circumstances change.

Evolving Valuations: From 1X Revenue to 8X SDE

Another factor driving new ownership models is how valuations have changed. Sara observes that many accounting firm owners still assume they’ll fetch about 1X gross revenue. Yet private equity, family offices, and younger entrepreneurs increasingly evaluate profitability. Instead of valuing a practice based on gross revenue, they’re basing it on earnings—often 4X to 8X seller discretionary earnings (SDE).

“Now that people realize it’s about cash flow, we see more sophisticated questions,” explains Sara. “Do you have digital relationships with clients? Are you reliant on face-to-face drop-offs? Efficient, profitable, tech-savvy firms can get premium multiples.”

Younger generations of accountants prioritize work-life balance and operational efficiency. They’re less inclined to log 70-hour weeks or maintain a physical office for clients to drop off paper forms. Sara says this cultural shift is clear in her legal practice:

“I’ve got buyers in their 20s and 30s who want to do everything in the cloud, automate workflows, and raise rates so they don’t have to manage thousands of low-margin returns. They’re running the business more cleverly.”

Looking Ahead: Aligning Compliance, Culture, and Ownership

As more firm owners realize they must adapt to multi-state employment, shifting professional values, and new valuation formulas, legal compliance and innovative ownership structures become intertwined. Whether ensuring your employee handbook meets Colorado PTO law or sending out proper Sec. 7216 disclosure forms, or designing phantom equity plans, the best solutions are protective and empowering.

“Firms want to preserve culture, recognize talent, and plan for what’s next,” says Sara. “But you can’t marry that boy just to keep from hurting his feelings,” she quips, invoking her mother’s advice on knowing when to walk away from a bad deal—or a rigid tradition that no longer fits.

By balancing compliance groundwork with creative reward systems, forward-thinking firms can attract and retain top talent, command higher valuations, and sleep peacefully at night, knowing they’ve protected themselves and their employees.

To hear more about Sara Sharp’s legal insights and how DBA structured its phantom equity plan, listen to the full episode of Who’s Really the Boss? podcast.

Why This CPA Firm Stopped Marketing (And Started Growing Faster)

Earmark Team · January 30, 2025 ·

“Just turn on your firm’s marketing.” It’s a deceptively simple suggestion that makes experienced CPA firm owners cringe. Yet for firms seeking to grow their monthly recurring client base, it’s often the first piece of advice they receive.

But what if conventional marketing wisdom is leading accounting firms down an expensive dead end? That’s the question Rachel and Marcus Dillon found themselves asking after investing over $500,000 in various marketing experiments in the early days of their accounting firm. Trying out outsourced marketing, internal sales teams, and lead generation services led to a surprising discovery: the most effective way to attract high-value monthly recurring clients isn’t through traditional marketing tactics at all; it takes a relationship-first approach that leverages the power of existing client satisfaction.

In a recent episode of the “Who’s Really the BOSS?” podcast, the Dillons share how this discovery transformed their growth strategy.

The Marketing Paradox

For most accounting firms, finding new tax clients isn’t particularly challenging. “Have a working website and a working phone number. That’s about all you need to find new tax clients,” Rachel notes from her experience running a growing practice. But attracting high-value monthly recurring clients? That’s where things get complicated — and where traditional marketing approaches often fall short.

The challenge isn’t finding clients — it’s finding the right ones. As Marcus explains, “The services you offer, the persona you put out on your social media profiles and your website, and the relationship your ideal clients want to have with their CPA or team of advisors matters a lot.” This is especially true for firms seeking to build long-term advisory relationships rather than just handling annual tax compliance.

This complexity is amplified by today’s global marketplace. Traditional geographic limitations have dissolved, giving clients more options than ever before. “There are more options in the market today than ever,” Marcus notes, “thanks to a global workforce and global services, clients that were limited to a geographic area can work with people nationwide or worldwide.”

In this environment, simply “turning on marketing” — whether through social media, email campaigns, or other traditional channels — isn’t enough. Success requires multiple touchpoints with ideal clients and a deep understanding of how to build and maintain meaningful professional relationships. This realization led the Dillons to embark on a series of marketing experiments that ultimately transformed their approach to practice growth.

The $500,000 Marketing Education

Determined to grow their high-value client base, the Dillons invested in a series of increasingly ambitious marketing experiments. They began with outsourced marketing at $1,800 per month, which included social media management and drip email campaigns. Despite running for a full year and generating some initial meetings, this approach failed to convert a single new client.

Next came a more significant investment: an internal sales team. Over two years, the firm invested approximately $500,000 in a business development position and support staff. “We thought we had a process problem,” Marcus reflects, “We thought we needed a person who could be dynamic enough to sell whatever we wanted to our ideal client. And that doesn’t exist.”

The commission-based compensation structure created unexpected challenges. Sales team members, eager to close deals, sometimes brought in clients who weren’t an ideal fit for the firm’s service model. Within 18 months , many of these clients began to churn — a costly lesson in the importance of client-firm alignment.

Even a sophisticated lead generation service fell short. Rachel explains, “We offer high value and highly relational services. So an email back and forth, that’s not the type of client that’s signing up for the services we provide.”

These expensive experiments led to the realization that traditional marketing approaches, no matter how well-executed, couldn’t replicate the power of authentic relationships in attracting and retaining ideal clients.

The Relationship-First Revolution

After years of expensive marketing experiments, the Dillons discovered their most effective growth strategy hiding in plain sight. By focusing on serving existing clients exceptionally well and nurturing referral relationships, they’ve achieved remarkable results – meeting their annual goal of 18 new clients in just over ten months, with an average client value of $22,300.

This success stems from a fundamental shift in how they view marketing. Instead of chasing new prospects through digital channels, they’ve redirected their marketing budget toward relationship-building activities. As Marcus explains, “Some of the best marketing dollars may be spent taking your existing clients to lunch… let them invite somebody they like, because that’s more or less how you make these connections. They’ll probably invite people they’re close to who either own a similar business or hang out in the same circles.”

Today, much of Dillon Business Advisors’ growth comes from existing clients starting or acquiring additional businesses, along with referrals from people close to the firm who understand the value they provide. The results speak for themselves. Not only is the firm growing steadily, but it’s attracting exactly the kind of high-value, long-term clients they want to serve. It’s a powerful reminder that in professional services, the best marketing strategy might not look like marketing at all.

From Marketing to Relationships: The Path Forward

The Dillons’ journey from traditional marketing to relationship-focused growth offers valuable lessons for accounting firm owners. While the allure of “turning on marketing” is strong, their experience shows sustainable growth in professional services requires prioritizing deepening existing relationships over chasing new ones.

When trust and long-term relationships are essential, investing in existing client relationships and authentic community connections often yields better results than traditional marketing campaigns.

Listen to the complete episode of the “Who’s Really the BOSS?” podcast to hear the full discussion of the Dillons’ marketing journey, including detailed strategies for relationship-building, client entertainment budgeting, and specific examples of successful networking activities that generated high-value clients.