Cutting
A Deal When There’s No Natural Successor.
One of the things I often
find myself discussing with practitioners is succession planning.
It seems it’s all
too easy to ‘put it off’ to another day.
Many, especially sole
practitioners, seem to believe that one day they’ll decide
to sell their practice and retire to the sun. That may well
be so, but in order to realize the maximum value for their hard
work over the years, and to pass-on that value to the new owner(s)
of the firm, a lot of preparation work has to be done.
In many cases, the value
of the practice will be dependant upon the amount of business
that the acquiring firm retains, usually over a period of time
of between three to five years.
So, it’s vital to
make sure that the people taking over your clients have similar
values, similar outlooks and values as you. After all it is
your own ‘style’ of practising that kept the clients
happy all these years, isn’t it?
So what are the key factors
to consider in order to have something of real value to sell?
Here are a few pointers:
· Quality working
paper files – incoming potential buyers will want to examine
your files and consider potential claims that they were not
responsible for creating. Good working paper files is one of
the cornerstones to a successful sale.
· Providing an
awesome service experience to clients – again, incoming
potential buyers will want to know that they are not looking
at a ‘high risk’ block of fees.
· Excellent history.
What did you bill client ‘X’ last year? And the
year before? And the year before that? Any major fluctuations
could be a red flag, so have your client history at hand to
explain any such occurrences.
· WIP – too
much? Too old? What is the right balance? This will be a major
component part of your discussions and if there is any doubt
about the quality and recoverability of WIP, you might find
yourself having to bill what you can for it directly to clients
you are then asking to give the new owners a try.
· Write offs. These
come in two distinct flavours:
1. Time
2. Billings
Neither taste that great.
A good recovery history and few bad debts will go along way
to verifying your claim that you have a good set of clients.
· Staff. Clients
usually build a good relationship with someone special to them
at your office. In a sale, clients want to be assured that there
will be continuity in service and the people that they have
worked with for so many years will still be around.
It is often wise for the
incoming practitioner to try to keep all staff of the old owner
at least for the first few years.
· Timing. Many
deals tend to happen in the fall, just because during tax season
few are prepared (or able) to devote much time to discussions
with prospective purchasers when they have five hundred tax
returns to steam through. If that sounds like you, NOW is the
time to start to think about finding a buyer.
· Culture. It is
often overlooked as a ‘softer’ issue, but it is
critical that clients continue to be treated in the same (or
better) manner as they have been accustomed to over the years.
Finding a firm to succeed
you who have similar values and culture can be a full time job
in itself, so time invested in frank and open discussions with
third parties will pay dividends after the deal has closed.
All in all, it often takes
between 6 and 12 months to close a deal, even in today’s
market, where there are way more buyers than sellers.
The best option is to
‘grow your own’ successor by taking in a partner
or senior manager with high potential 2 to 5 years before you
plan to retire, allowing them to build relationships with key
clients and when you are ready, they will be an established
part of the firm, rather than the ‘new kid on the block’.
This means paying excruciating
attention to detail when hiring, being open about your plans
and the timing of events, and probably being prepared to take
a cut in income as the new recruit builds momentum so that you
can start to ‘take your foot off the gas’.
Unfortunately, for reasons
of:
· Lack of available
talent
· Reluctance to take a cut in net profit share
· Reluctance to relinquish sufficient control
Or all three, many sole
practitioners miss a great opportunity.
I cannot tell you just
how much fun this type of can be for me. I get to se a whole
range of different accounting firms in totally different situations,
each with a different solution, but the solutions only start
to happen when you take action.
Please, don’t leave
it too late.
©2004
MFA Group Inc. All rights reserved.