This Ohio owner-replacement case is an illustrative composite with assumed revenue, owner duties, compensation, price, debt, and tax reserves. It identifies no actual practice, client, employee, buyer, or completed transaction. Its role costs are modeling assumptions rather than quoted Ohio wages or a hiring guarantee.
Owner replacement cost is the supported ongoing cost of performing the seller’s necessary production, review, leadership, relationship, and administrative work after a transaction.
What does the seller do in this example?
The seller performs roles requiring distinct replacement assumptions. The model assigns work to production, technical review, and practice management, with qualifications and workload considered separately.
Use the valuation hub to connect the role map to purchase affordability. The seller-discretionary-earnings guide explains why owner-benefit measures can differ from earnings after funded replacement work.
Assume annual fees are $1,200,000 and reported earnings are $500,000 after $100,000 seller compensation. The seller’s low recorded pay does not show what an independent replacement would cost.
Assume continuing work requires 0.8 full-time equivalent production capacity, 0.3 technical review, and 0.3 management. These total 1.4 full-time equivalents. The roles might overlap in one person, but their required hours still must fit available capacity.
How is the replacement budget constructed?
The example uses a fully burdened assumed annual cost of $200,000 per full-time equivalent for all three roles. That simplifying assumption includes compensation and specified employment costs; actual qualifications and market costs could differ by role.
Production therefore costs $160,000, review $60,000, and management $60,000. Total required replacement labor is $280,000. A buyer planning to perform part of the work still assigns economic cost to that time.
The BLS occupational wage query system can support location-and-occupation research. It does not establish the cost of this composite’s owner role, benefits, recruiting, overtime, or combined leadership responsibilities. Current role-specific evidence is needed before using a real budget.
Separate one-time recruiting costs from recurring role compensation.
What is the normalized earnings bridge?
Remove supported discontinued expenses, then add the recurring work and support required to operate. The model assumes $30,000 of reported expense is supported as unusual and nonrecurring.
| Item | Change | Running earnings |
|---|---|---|
| Reported earnings after seller compensation | Starting point | $500,000 |
| Remove recorded seller compensation | +$100,000 | $600,000 |
| Remove supported unusual expense | +$30,000 | $630,000 |
| Fund production capacity | −$160,000 | $470,000 |
| Fund technical review | −$60,000 | $410,000 |
| Fund practice management | −$60,000 | $350,000 |
| Include incremental recurring support | −$40,000 | $310,000 |
The $40,000 support budget covers assumed recurring needs beyond the seller’s mapped duties. Define its scope before accepting the bridge. If it overlaps management work already budgeted, correct the overlap rather than counting both costs.
The adjusted-EBITDA guide provides terminology for the bridge. Here $630,000 is a subtotal before required replacement costs, not the earnings available to service debt.
How does replacement work affect a buyer who will operate the firm?
It separates payment for the buyer’s work from return on invested capital. A buyer performing the $160,000 production role may receive compensation within that budget, subject to actual structure and available cash.
The model does not then deduct another $160,000 owner draw as a second labor cost. Additional distributions would come from residual cash after other obligations. Mixing the two makes either earnings or household cash misleading.
If the buyer performs production but lacks the qualifications or time for technical review, the $60,000 review budget remains. If the buyer cannot handle management alongside production, its budget also remains.
The archived Journal of Accountancy practice-valuation discussion frames the effect of operating circumstances and terms. This example’s price is selected independently, without presenting a current Ohio multiple or claiming that unpaid buyer labor justifies it.
What are purchase consideration and funding?
Assume a $1,300,000 price, paid as $1,000,000 closing cash and $300,000 seller debt. Add $40,000 transaction costs and $160,000 opening reserve for total uses of $1,500,000.
Sources are a $900,000 conventional bank loan, $300,000 buyer cash, and $300,000 seller debt. Cash sources and uses are both $1,200,000 after excluding the noncash note.
Opening reserves support transition timing; continuing staffing costs must still be funded through operating earnings.
The model excludes seller debt from assumed buyer liabilities. The seller pays a separate $80,000 obligation from proceeds. Old debt payoff should not also be added to buyer uses unless the actual deal assigns that responsibility.
What debt payments follow the funded labor adjustment?
Assume the bank loan has nine percent annual interest and 120 monthly installments. On $900,000, annual payments are $136,809.84 using unrounded calculations, approximately $11,400.82 per month.
The $300,000 seller note has five annual $60,000 principal installments and seven percent interest on opening principal. Payments are $81,000, $76,800, $72,600, $68,400, and $64,200.
First-year total debt payments are $217,809.84. Normalized earnings of $310,000 leave $92,190.16 before tax, equipment, working-capital changes, and additional distributions.
Using the $630,000 subtotal instead would appear to leave $412,190.16. The $320,000 overstatement is exactly the omitted $280,000 labor plus $40,000 recurring support. It is not extra cash produced by the acquisition.
What if the required workload is larger?
Assume closer review finds 1.8 full-time equivalents rather than 1.4. At the same selected $200,000 burdened rate, recurring replacement cost becomes $360,000, an $80,000 increase.
Normalized earnings fall to $230,000. After the same first-year debt schedule, residual cash is $12,190.16 before other uses. That is a materially different operating plan despite unchanged historical fees and purchase price.
Map unrecorded review, meetings, exceptions, and seasonal peaks rather than inferring all work from billed hours.
A proposed fee increase is a separate scenario. For example, an assumed $100,000 fee gain with $50,000 incremental cost adds $50,000 earnings; it does not automatically eliminate an $80,000 labor gap.
How can the role assumptions be verified?
Use permitted observation and documented work evidence to connect responsibilities to capacity. The archived Journal of Accountancy due-diligence discussion provides historical context for investigating records rather than relying on unsupported seller summaries.
- Map owner duties by service, qualification, weekly hours, seasonal peaks, and current backup coverage.
- Separate production, technical review, relationship leadership, and administrative work without overlapping hours.
- Compare continuing staff and buyer availability with each requirement, identifying the uncovered roles.
- Obtain role-specific cost evidence, including employment burden, recruiting, and temporary coverage.
- Recalculate earnings and debt cash using funded roles, then document unresolved hiring or capacity conditions.
The quality-of-earnings definition helps organize the financial evidence. A schedule is supportable when another reviewer can reproduce the adjustment and identify the work that remains.
What does the seller retain in current cash?
From $1,000,000 closing cash, the seller pays the assumed $80,000 old debt and $30,000 selling costs. Current proceeds before tax are $890,000. A hypothetical $200,000 transaction-tax reserve leaves $690,000 of undesignated current cash.
The $300,000 note is separate future principal, with interest separately stated and payment subject to borrower performance. Its face amount is not cash already available to spend.
The reserve is not a calculated Ohio tax bill. Actual basis, structure, allocation, recapture, interest, and payment timing require tax review. The buyer’s ability to fund necessary work also affects the seller’s future credit exposure.
What decision does the owner-cost example support?
It supports pricing and financing the operation after required work has been funded. The seller’s historical compensation is a recorded expense, not proof of replacement cost or buyer capacity.
A buyer should revise price, funding, staffing, or scope when the supported labor budget leaves inadequate cash. Treat a promised unpaid workload or unapproved future fee increase as an unresolved assumption rather than completed underwriting.
A few common questions
What else should you know?
Are the replacement costs actual Ohio wage estimates?
No. The model uses a selected fully burdened rate to demonstrate role economics. It is not a quoted hiring cost or BLS wage estimate. A real budget needs current occupation, location, qualifications, employment burden, recruiting, workload, and available candidate evidence for each required responsibility before the buyer relies on it.
Why budget labor if the buyer performs it personally?
The buyer’s time has an economic cost and limited capacity. Funding the role separates compensation for work from investment return. The example avoids counting the same production pay again as an additional labor expense. A household cash plan should identify actual work compensation separately from discretionary distributions after operating obligations.
Does the $630,000 subtotal represent debt-service earnings?
No. It removes recorded compensation and an assumed unusual cost but has not funded replacement labor or recurring support. Those required costs total $320,000, leaving $310,000 normalized earnings. Using the subtotal as available cash would overstate the first-year residual by exactly the costs that the buyer still needs to pay.
Can higher future fees solve the replacement-cost gap?
Possibly, but only through a separately supported scenario. Client acceptance, scope, collections, service costs, and timing determine the contribution from higher fees. The model’s assumed $100,000 gain adds only $50,000 after incremental cost. An unverified increase should not be used to make an otherwise unfunded staffing plan appear complete.
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.
- Occupational Employment and Wage Statistics query system — U.S. Bureau of Labor Statistics
- How to value a CPA firm for sale — Journal of Accountancy
- Do’s and don’ts of due diligence — Journal of Accountancy