How should a buyer compare two accounting practice acquisitions?
Compare both opportunities using the same earnings definitions, buyer role, funding perimeter, and evidence standards. Common acquisition basis means a consistent set of assumptions that allows two practices’ economics and obligations to be compared without mixing different periods, compensation conventions, or asset boundaries.
An asking price comparison is incomplete if one practice includes receivables while the other excludes them, or if one earnings figure assumes unpaid owner labor. A lower price can accompany a smaller sustainable cash surplus. A higher price can still be unsuitable when the required services exceed the buyer’s capabilities.
The buyer hub connects this comparison with diligence and operating planning. Use this page after identifying two concrete opportunities, while preserving a separate evidence file for each. The aim is a decision supported by consistent inputs, not a universal ranking of practices.
Which criteria belong beside the financial numbers?
Compare service obligations and execution risk as well as cash. A larger earnings figure does not excuse unavailable review capacity, unresolved information permissions, or an unfunded transition.
| Criterion | Common comparison question | Evidence to retain |
|---|---|---|
| Normalized earnings | Do both figures include the same successor roles? | Recast schedules linked to financial records |
| Collections quality | Are billings converted into collectible cash? | Aging, deposits, fee adjustments, and service periods |
| Client mix | Does each concentration fit the buyer’s risk capacity? | Grouped client revenue and contribution analysis |
| Technical workload | Can the successor deliver and review the actual services? | Service inventory, review hours, and credentials |
| Staff continuity | Which required roles are supported after closing? | Employment terms, capacity, and retention assumptions |
| Initial cash | Are all sources and uses reconciled? | Price, costs, reserves, and funding commitments |
| Payment obligations | What cash remains after actual debt and other commitments? | Financing schedules and purchase terms |
| Transition exposure | Which conditions could delay safe operation? | Permissions, systems, seller duties, and contingency plans |
The SBA business planning guidance identifies investment, capabilities, infrastructure, contracts, and financial investigation as acquisition considerations. It supports examining the complete operation; it does not establish a fair price or validate either opportunity’s financial statements.
Apply thresholds before scoring preferences. A buyer unable to perform or obtain essential technical review should not compensate by awarding more points for location. The acquisition staff review guide helps test whether the team supports the required service model.
How can owner compensation be normalized consistently?
Define the successor’s actual work and include its cost in both models. Remove the seller’s compensation only when replacing it with a supported successor cost. Do not assume the buyer performs management and production for free simply because the buyer is an owner.
The invented examples below are hypothetical composites, not market valuations, lender approvals, available listings, or transaction results. All figures are annual unless described as initial funding. Both recast starting figures exclude seller-owner compensation and include all other recurring operating costs.
| Item | Practice A | Practice B |
|---|---|---|
| Operating earnings before successor compensation | $280,000 | $210,000 |
| Assumed verified nonrecurring adjustment | $10,000 | $5,000 |
| Successor role compensation | ($90,000) | ($95,000) |
| Normalized operating earnings | $200,000 | $120,000 |
| Assumed annual acquisition debt payments | ($90,000) | ($70,000) |
| Cash before tax and reinvestment | $110,000 | $50,000 |
Practice A is $280,000 + $10,000 − $90,000 = $200,000, then $200,000 − $90,000 = $110,000. Practice B is $210,000 + $5,000 − $95,000 = $120,000, then $120,000 − $70,000 = $50,000. Debt payments are separate assumptions, not derived from an advertised lending program.
Different successor costs can be appropriate because roles differ. The comparison is consistent when both costs cover the actual required work, not when an arbitrary identical salary is forced onto different workloads. Identify hours, review complexity, management responsibilities, and backup needs supporting each compensation assumption.
The CPA firm financial review guide helps examine earnings evidence. For a real transaction, every adjustment needs documentation and a reason it will not recur under the successor. A seller’s description of an expense as discretionary is not enough.
How do price and initial cash affect the choice?
Reconcile all initial uses to actual funding sources. Suppose Practice A costs $600,000, with $30,000 in transaction costs and $100,000 in working cash. Total uses are $730,000, funded by an assumed $550,000 loan and $180,000 buyer cash.
Suppose Practice B costs $500,000, with $25,000 in transaction costs and $65,000 in working cash. Total uses are $590,000, funded by an assumed $450,000 loan and $140,000 buyer cash. In each case, sources equal uses. Neither loan amount or payment above represents an approval or quoted financing offer.
The buyer needs $40,000 more initial cash for A, and A’s model produces $60,000 more annual cash before tax and reinvestment. That observation does not prove A is better. It depends on verified earnings, different service requirements, financing terms, and the availability of the required initial cash.
Check the asset perimeter too. The IRS asset disposition guidance addresses allocation in a business asset sale. An identical headline price can imply different assets and tax consequences. Compare allocation, retained receivables, assumed liabilities, and transition obligations before interpreting price differences.
These examples omit purchase adjustments, seller debt, escrow, and tax reserves. Add them when applicable. Keep cash available for closing separate from money needed for personal living costs or business contingencies, rather than assuming one reserve can serve every purpose.
What happens under a comparable client-loss stress?
Translate lost collections into lost contribution, not a blanket reduction in earnings equal to gross revenue. Some costs can be avoided; others remain committed. Use the actual cost behavior and specify the time horizon.
Assume A loses $40,000 of annual client collections and can avoid $20,000 of related costs. Its contribution loss is $20,000, leaving $180,000 of normalized earnings and $90,000 after the assumed debt payments. Assume B loses $35,000 and avoids $7,000; its contribution loss is $28,000, leaving $92,000 of earnings and $22,000 after debt.
These are invented stresses, not expected retention rates. A different loss mix can reverse the apparent resilience. Losing one complex engagement may release review capacity, while losing many small clients may leave most payroll unchanged. The client retention underwriting guide explains how to examine those operating differences.
Information needed for this analysis must be obtained lawfully. The IRS taxpayer information guidance describes restrictions on preparer use and disclosure. A buyer’s desire to compare opportunities does not authorize unrestricted taxpayer record access.
When should the buyer choose A or B?
Choose the opportunity that passes essential capability and cash thresholds using supported inputs. If both pass, compare preferences such as location, service mix, autonomy, and desired workload.
Do not average away unresolved facts. Mark unverified inputs as unknown, assign an evidence owner, and describe how a plausible unfavorable answer would change the decision. A confident-looking score based on unsupported inputs is less useful than an honest list of remaining conditions.
Which comparisons should be rejected?
Reject comparing seller cash flow for one opportunity with fully compensated successor earnings for the other. Reject comparing an all-in funding requirement with price alone. Reject assuming a lower asking price means fewer obligations or that a stronger base case eliminates retention risk.
Maintain two reconciled models with the same definitions, plus separate evidence confidence and operating-fit assessments. The better-supported, executable opportunity is worth advancing; an attractive spreadsheet alone is insufficient.
A few common questions
What else should you know?
Should both practices use the same owner salary in the comparison?
Use the same compensation principle, not necessarily the same amount. Each model should fund the actual successor production, review, and management responsibilities. Different workloads can justify different costs when supported by evidence. Comparing an unpaid buyer role in one practice with a compensated role in the other distorts usable cash.
Does the cheaper practice require less buyer cash?
Not necessarily. Transaction costs, working reserves, included assets, lender funding, seller debt, and assumed obligations influence initial cash. Reconcile all uses with committed sources for each opportunity. A lower price can still require more cash if financing is limited or substantial operating and integration needs sit outside the headline purchase amount.
How should lost clients be reflected in a downside model?
Estimate lost collections and subtract only related costs that can actually be avoided within the chosen period. The remainder is lost contribution. Retained payroll, review coverage, rent, and systems may continue despite lower revenue. Explain the client mix and cost assumptions rather than applying one unsupported earnings reduction to both practices.
Can a scoring matrix resolve an unverified financial input?
No. A score organizes preferences but does not establish facts or remove operating constraints. Mark unverified inputs as unknown and test an unfavorable plausible answer. Essential permissions, service capacity, and funded cash needs should pass before weighted preferences matter. Keep evidence confidence separate from the apparent numerical attractiveness of each opportunity.
Which sources support this guide?
Primary rules and guidance support the factual statements in this article. The worked examples and decision frameworks are original educational analysis.
- Plan your business — U.S. Small Business Administration
- Publication 544: Sales and Other Dispositions of Assets — Internal Revenue Service
- Section 7216 information center — Internal Revenue Service