Valuations Archives - Earmark CPE

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.

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.

Imagine two accounting firms with similar headcounts and client bases. One sells for a fraction of revenue, while the other achieves a premium valuation and goes for many times that. What sets them apart? The answer lies in proactive exit planning.

In a recent episode of The Accounting Podcast, Charles Bedard, an M&A corporate development advisor, shared how firms often leave money on the table by failing to plan for an optimized exit. We learned that accounting firm owners who proactively plan for their exit can position themselves to achieve premium valuations in an increasingly competitive market.

Keep reading to learn why some firms command high valuations while others struggle to attract buyers. You’ll learn specific strategies accounting firm owners can use to increase the value of their firms and how proactive planning can create optionality and improve the overall exit experience.

The Widening Gap in Accounting Firm Valuations

The disparity in valuations between traditional and modern, digitally-enabled firms is becoming increasingly apparent. As Charles points out, “The range of value depends on the buyer. Each buyer has a different set of metrics that they look at. The valuation ranges depend on whether you are perceived as a traditional services model or perceived as a modern digital model.”

The numbers starkly illustrate this widening gap:

Traditional firms may struggle to command valuations beyond 0.3 to 0.4x their annual revenue.
In contrast, modern digital firms can achieve multiples ranging from 1.5x to 3x revenue.
The difference is even more pronounced in EBITDA multiples, with modern firms commanding anywhere from 3x to 10x or higher.

Interestingly, the same firm can find itself on the receiving end of vastly different offers, depending on the buyer’s profile and perception of the firm’s positioning in the market.

Defining the Modern, Digital Firm

In the quest for premium valuations, it’s crucial for accounting firm owners to understand the key characteristics that set modern digital firms apart from their traditional counterparts. Charles explains, “You have your traditional hourly billing services based firm. You’ve got tech-enabled firms that are more profitable, digital, standardized, and probably specialized in some practice areas and niches.”

But what exactly does it mean to be a modern, digital firm? At its core, it’s about embracing and leveraging technology to transform every aspect of the firm’s operations and client experience. Here are some of the defining features:

1. Tech-Enabled: Modern firms don’t just use technology; they are built around it. From cloud-based accounting platforms to automated workflow tools, these firms harness the power of digital solutions to streamline processes, enhance efficiency, and deliver real-time insights to clients.

2. Profitable: By leveraging technology to automate routine tasks and optimize operations, modern firms can achieve higher levels of profitability than their traditional peers. This enhanced profitability not only benefits the firm’s bottom line but also makes it more attractive to potential buyers.

3. Standardized: Modern firms understand the value of standardization. By implementing consistent processes and workflows across the organization, they can deliver a more predictable and reliable client experience while also reducing the risk of errors and inefficiencies.

4. Specialized: Clients are increasingly seeking out firms with deep expertise in specific industries or service areas. Modern firms recognize this trend and often choose to specialize in particular niches, allowing them to differentiate themselves in the market and command premium fees for their expertise.

5. Innovative: At the cutting edge of the modern firm spectrum are those that have developed their proprietary technology solutions. These “3.0” firms, as Charles calls them, are not just adopting existing tools but are actively innovating and creating new solutions to meet the evolving needs of their clients.

The spectrum of accounting firms is wide, with an estimated 40,000 traditional firms at one end, a few thousand tech-enabled firms in the middle, and just 100-200 leading “3.0” firms at the other. For firm owners looking to position themselves for premium valuations, the path forward is clear: assess where you currently fall on this spectrum and take proactive steps to move towards the modern, digital end.

Actionable Strategies for Enhancing Firm Value

Proactive exit planning is not just about having a vague notion of selling your firm someday; it’s about taking concrete, actionable steps to enhance your firm’s value well in advance of any potential sale. As Charles Bedard emphasizes, “I think there’s so many things you can do to increase the value without having to spend a lot of money.”

So, what are these value-enhancing strategies that firm owners should be implementing? Here are four key areas to focus on:

1. Develop a Clear Corporate Development Plan: The first step in any proactive exit planning process is to develop a clear, multi-year corporate development plan. This plan should outline your firm’s strategic objectives, growth targets, and operational priorities over the next 2-3 years. By aligning your business decisions with your desired exit timeline, you can ensure that every action you take is moving you closer to your ultimate goal.

2. Implement Value-Enhancing Changes: One of the most effective ways to boost your firm’s value is to implement changes that directly impact your bottom line. This could include things like:

Shifting to upfront annual billing to improve cash flow and reduce collection risk
Implementing strategic price increases to reflect the value of your services better
Offering multi-year contracts to lock in client relationships and provide predictable revenue streams

These changes may seem small in isolation, but when implemented consistently over time, they can have a significant cumulative impact on your firm’s value.

3. Benchmark Your Performance: To attract premium valuations, you need to be able to demonstrate that your firm is performing at or above industry standards. This means regularly benchmarking your financial and operational metrics against your peers and identifying areas for improvement. By understanding how your financials look to a third-party buyer and taking steps to optimize your performance, you can make your firm more attractive to potential acquirers.

4. Protect Your Intellectual Property: In today’s knowledge-based economy, your firm’s intellectual property (IP) can be one of its most valuable assets. This could include things like proprietary software, unique methodologies, or even your brand reputation. By taking steps to formally protect your IP through trademarks, copyrights, or patents, you can not only safeguard your competitive advantage but also enhance your firm’s value in the eyes of potential buyers.

Implementing these value-enhancing strategies is not a one-time event; it’s an ongoing process that requires consistent effort and attention. But the payoff can be significant. The key is to start now. Don’t wait until you’re ready to retire to start thinking about exit planning.

Metrics That Matter: Tracking Progress Towards Premium Valuations

In the journey towards achieving premium valuations, it’s not enough to simply implement value-enhancing strategies; you also need to be able to track your progress and demonstrate your firm’s worth to potential buyers. As Charles Bedard explains, “The most common metric used in the investment banking and investor world today is the ‘Rule of 40.’”

The “Rule of 40” is a powerful metric that combines two key indicators of a firm’s health: revenue growth rate and EBITDA margin. These two percentages should add up to at least 40%. So, if your firm is growing at 20% year-over-year and has an EBITDA margin of 20%, you’re hitting the Rule of 40 target.

But why is this metric so important? In short, it’s a way of demonstrating that your firm is not just growing but growing profitably. Many firms can achieve high growth rates by sacrificing margins, but this is not sustainable in the long run. By focusing on the Rule of 40, you’re showing potential buyers that your firm has a healthy balance of growth and profitability, which is much more attractive than one or the other in isolation.

Of course, the Rule of 40 is not the only metric that matters. Here are a few other key indicators to track:

1. Revenue per Employee: This metric is a good way to gauge your firm’s efficiency and productivity. In today’s competitive landscape, top-performing firms are achieving $250,000 or more in annual revenue per employee. If your firm is falling short of this benchmark, it may be a sign that you need to optimize your processes or invest in technology to boost efficiency.

2. EBITDA: While the Rule of 40 looks at EBITDA margin, the absolute value of your EBITDA is also important, particularly if you’re looking to attract private equity investment. In general, firms need to be generating at least $2-3 million in annual EBITDA to be considered an attractive platform investment for private equity firms.

3. Client Retention Rate: Your firm’s ability to retain clients over the long term is a key indicator of the value you’re providing. High client retention rates not only provide a stable base of recurring revenue but also demonstrate to potential buyers that your firm has strong, loyal relationships with its clients.

4. Billable Utilization: This metric measures the percentage of your staff’s time that is being billed to clients. While 100% utilization is not realistic or desirable, firms should aim for a healthy billable utilization rate of 60-80%. This ensures that your team is being productive while still leaving room for training, business development, and other non-billable activities.

The path to premium valuations is not a short one, but by tracking the right metrics and making data-driven decisions, you can methodically build your firm’s value over time. And when the time comes to sell, you’ll have a clear, compelling story to tell potential buyers about why your firm is worth a premium price.

Balancing Exit Value and Personal Goals

When it comes to exit planning, it’s easy to get caught up in the numbers game. After all, the goal is to achieve the highest possible valuation for your firm, right? But as Charles wisely points out, “I think having that plan creates optionality. Increasing the valuation is good. But increasing the overall exit experience is more important.”

This insight cuts to the heart of what truly matters in the exit planning process. Yes, achieving a premium valuation is important, but it’s not the only factor to consider. Equally important is ensuring that the exit aligns with your personal and professional goals.

For many firm owners, the idea of selling their business and riding off into the sunset is appealing. But the reality is often more complex. After pouring years of blood, sweat, and tears into building a successful firm, many owners find themselves grappling with a range of emotions and considerations beyond just the financial aspects of the deal.

This is where proactive exit planning can be incredibly valuable. By starting the planning process early and thinking holistically about your goals, you can create optionality for yourself and design an exit that balances your financial objectives with your personal and professional aspirations.

One approach that can be particularly effective is to structure the exit in a way that allows you to maintain a role in the firm post-sale. As Charles explains, “Owners can maximize exit value by offloading management responsibilities while continuing as a subject matter expert servicing clients.”

This type of arrangement can be a win-win for everyone involved. The owner gets to step back from the firm’s day-to-day management while still maintaining a level of involvement and revenue stream. The buyer gets to acquire a successful firm with a built-in succession plan and continuity of client relationships. Clients also get to continue working with the experts they know and trust.

Of course, this is just one example of how proactive exit planning can create optionality and help balance competing goals. The key is to start the planning process early and be intentional about designing an exit that aligns with your unique circumstances and aspirations.

Here are a few key considerations to keep in mind as you navigate this process:

1. Define Your Personal and Professional Goals: What do you want your life to look like post-exit? Do you want to retire completely, or do you want to maintain a level of involvement in the firm? Do you have other business ventures or personal projects you want to pursue? Clarity on these goals is essential to designing an exit that aligns with your aspirations.

2. Consider Your Legacy: For many firm owners, their business is more than just a financial asset; it’s a reflection of their life’s work and values. As you plan your exit, think about how you want your legacy to be carried forward. What values and culture do you want to see maintained? How can you ensure that your clients and employees are well taken care of?

3. Plan for the Transition: Exiting a firm is not an event; it’s a process. To ensure a smooth transition, it’s important to plan and put the right structures and processes in place. This could include grooming a successor, documenting key processes and relationships, and communicating proactively with clients and employees.

4. Seek Professional Guidance: Navigating the exit planning process can be complex, both financially and emotionally. Don’t be afraid to seek out professional guidance from experienced advisors who can help you think through the various considerations and design a plan that aligns with your goals.

Ultimately, achieving a premium valuation is just one piece of the puzzle when it comes to exit planning. By taking a holistic approach and balancing your financial goals with your personal and professional aspirations, you can design an exit that not only maximizes your financial returns but also sets you up for a fulfilling and meaningful next chapter.

Embracing the Future of Accounting Firm Ownership

Proactive exit planning is the key to unlocking premium valuations for accounting firms in an increasingly competitive market. Firms must implement value-enhancing strategies, track key metrics, and align their decisions with their desired exit timeline to position themselves for success. Proactive planning creates optionality and allows owners to balance their financial goals with their personal and professional aspirations.

As the gap between traditional and modern firms continues to widen, proactive exit planning will become increasingly critical for accounting firm owners looking to maximize their value. The shift towards proactive planning reflects a broader evolution in the role of accounting firm owners, who must now balance operational management with strategic, long-term thinking.

To learn more about the strategies and insights discussed in this article, listen to the full episode of The Accounting Podcast with Charles Bedard. Take the first step towards proactive exit planning by assessing where your firm falls on the spectrum of traditional to modern and identifying opportunities to enhance your value and positioning in the market. The future is in your hands.

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