Who's Really the BOSS?

Who's Really the BOSS? Trailer Bonus Episode 6 Season 4

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

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

00:00
Doug Lewis of The Visionary Group shares insider knowledge on the current accounting firm M&A landscape, revealing how valuation truly works and what buyers prioritize. He debunks common misconceptions about firm valuations and discusses why talent development, fee structure optimization, and understanding your top clients' goals are critical for maximizing your firm's value. The episode delivers practical advice for firm owners considering succession options and emphasizes that every accounting firm eventually transacts in one of three ways: external sale, internal succession, or closing the doors.

Connect with Doug Lewis
https://www.linkedin.com/in/dlewis715
https://thinkvisionary.com/team/doug-lewis/

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https://collective.cpa
https://www.linkedin.com/company/collectivebydba

Learn More About Dillon Business Advisors
https://www.dillonadvisors.com
https://www.linkedin.com/company/dillonbusinessadvisors

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  • (00:00) - Welcome to Who's Really the Boss
  • (01:48) - Doug Lewis: Professional Background
  • (04:08) - Doug Lewis: Personal Life
  • (05:25) - The M&A Landscape in Accounting
  • (08:57) - The Best Advice You Ever Recieved
  • (12:23) - The Evolution of Visionary Group
  • (16:13) - Current Trends in M&A
  • (23:21) - Valuation and Growth Strategies
  • (26:36) - What Buyers Are Looking For
  • (34:36) - Identifying Current Buyers in the Market
  • (36:46) - Types of Business Transactions: Acquisition, Merger, and Hybrid
  • (39:48) - Increasing Firm Value: Key Strategies
  • (47:46) - The Importance of Client Relationships
  • (53:50) - Biggest Misconceptions on Seller Side
  • (56:24) - Future of M&A in the Accounting Profession
  • (01:00:11) - Final Thoughts and Recommendations

Creators & Guests

Host
Marcus Dillon, CPA
Host
Rachel Dillon
Guest
Doug Lewis

What is Who's Really the BOSS??

"Who's Really the BOSS?" highlights the joys and challenges of running a CPA firm with your spouse or family. From hiring and terminating to improving capacity, cash flow, and culture, our conversations cover leadership, operations, and current accounting industry challenges. Our mission is to strengthen families and accounting firms by helping listeners avoid the mistakes we have made, so they can lead and live happily ever after.

There may be errors in spelling, grammar, and accuracy in this machine-generated transcript.

Rachel Dillon: Welcome to Who's Really the Boss podcast. I'm Rachel Dillon, and along with my husband, Marcus Dillon, we share the joys and challenges of leading a $3 million accounting firm together. From team structure to growth strategies, we share our leadership successes and failures so you can avoid the mistakes we have made and grow a valuable accounting firm.

Rachel Dillon: Welcome back to another [00:00:30] episode of Who's Really the Boss podcast.

Marcus Dillon: Hey, thanks for having me back.

Rachel Dillon: And we are doing a special welcome for our guest today, Doug Lewis. Welcome.

Doug Lewis: Thanks for having me, guys. Uh, by the way, just before we get too deep into the weeds here, I am curious who is the boss on this episode. Because, I mean.

Marcus Dillon: You don't even have to ask the question, man. Okay.

Rachel Dillon: That's what everyone says. I'm promise you, I am probably the boss at home and with the girls at work. I am very happy [00:01:00] to not be the boss. So Marcus is definitely the boss when it comes to, uh, DBA Dillon Business Advisors.

Marcus Dillon: I think, uh, it's funny because I think, Rachel is that meme that you see floating around where someone's crying and they said, when did I get this important network and what do I do? You know, and they're trying not to believe that they're important. So she's even though she says she's not the boss, she's pretty important around here.

Doug Lewis: That was a really good way of hiding the fact that she is really the boss everywhere. But, you know, that was that was a good [00:01:30] answer. It was a good rehearsed answer.

Marcus Dillon: If she wants to elevate me, uh, whatever. I guess I just get hit by the bus first, right? You know, I get pushed out of the way.

Doug Lewis: I get that, though. I understand that makes sense to me. Well, from a distance, yeah.

Marcus Dillon: Awesome. Well, Rachel, you want to continue the intro for Doug?

Rachel Dillon: Yeah. Doug, will you do a self intro? Will you tell our listeners in case they haven't met you yet, a little bit about you?

Doug Lewis: Yeah, absolutely. I'll try to keep it brief and not a not a sales pitch. Uh, so thanks for having [00:02:00] me on. My name is Doug Lewis, managing director here with the visionary Group. Uh, for those that aren't familiar with my entity or myself or anything that we do, 100% of our clients are accounting firms coast to coast in the US. A little bit of work in Canada, some in Mexico, but we're pretty much US focused. Uh, the overwhelming majority of our revenue is really helping firms complete M&A transactions. Now, you know, the M&A world is crazy, which I'm sure we'll touch on a little bit here, especially in the accounting sector. Uh, I want to make it clear that our [00:02:30] core deal sizes, because people always see these big splashy deals. Our core deal size here is really 2 to 3 million on the lower end, to about 30, 40 million on the higher end. So that's where we live and breathe and kind of our transaction sizes. And I think it's important to note, because so many people have their own thoughts and misconceptions about what the M&A market is, and all the deals are just these monster deals that are happening in the private equity world. So that's that's my organization as a whole. Um, the remainder of our revenue outside of [00:03:00] the M&A world is we help firms figure out how they can remain independent.

Doug Lewis: So we actually act as the chief revenue officer for a lot of accounting firms coast to coast, bringing all these different expertise on the staff that we have here that are much smarter and better looking than me, who actually do a lot of this work. So very deep in the accounting profession, we don't touch any other industries, no law firms, other professional services, anything like that. I have been doing this for about nine years. Just a shade under a decade, maybe. Maybe nine. And change now. Um, [00:03:30] you know, my my day to day is is wildly crazy and different, especially now with the volatility of all this M&A stuff that's happening. So most of my time is really putting out fires that we're in the middle of transactions on, and helping my team figure out how to source some transactions. For a lot of the clients that we do work with, who mostly fall in the top 300 firms, just from a size perspective. A lot of our clients. So that's that's kind of a very, very [00:04:00] short winded way, even though it might not sound like it on kind of who I am and what I'm doing in the accounting space.

Marcus Dillon: It's good. It's great.

Rachel Dillon: That's really good. Will you share also with us a little bit about who you are outside of the office?

Doug Lewis: Absolutely. So, um, you know, we were just talking before we started recording. Uh, I'm a newer father, uh, which is, uh, you know, uh, crazy in its own, uh, so I have an 11 month old at home. Uh, my beautiful wife carries the biggest load on that, no question about it. Um, [00:04:30] so, born and raised in Chicago, uh, spent some time in Milwaukee, Wisconsin, a couple years out in Los Angeles as well. Uh, in a previous career, which had nothing to do with the accounting sector or any type of consulting work, uh, I spent a lot of time flying around to different professional sports venues across the country, so I had a bit of a 180 from a career perspective, uh, and kind of what I was doing, to the last ten years. So I'm a midwest guy at heart. Um, a lot of people say [00:05:00] I have a Chicago accent. I don't hear it. Um, but I hope from what I can tell, I'm a relatively relatable guy is down to earth as I possibly can be. Um, which is great from the angle that the camera is. By the way, my head looks really small, but, you know, it usually is significantly larger. Um, so, uh, you know, that's just me in a nutshell. Um, nothing too crazy. Nothing too exciting. I'm just your your everyday man.

Marcus Dillon: Awesome. Well, hey, I appreciate you being here. And, uh, you know, Doug, we've known each other for [00:05:30] a while, and I respect your opinion and your view of the market because you're actually in these deals. Right? And I think we were talking about this a little bit. Um, you know, the visionary group and your role. Bob's role, your whole team, um, actually closed deals both for buyers and sellers of accounting firms and part of the noise that we see in the market today are people commenting and portraying themselves [00:06:00] as deal makers, and it's frustrating for those of us that are navigating M&A and growth and different things like that. But I'm sure it's also frustrating to you and others that actually are a part of deals that actually close.

Doug Lewis: Yeah, there's um, there's a lot of interesting perspectives out there right now. Let's put it that way. Yeah. And, uh, we're seeing a lot more people pop up with this kind of I'm this M&A scholar academic viewpoint [00:06:30] where I dig through all this data and here's exactly how all accounting firm deals need to go down, and here's how private equity deals go down. And like you alluded to, a lot of these people who are, you know, portraying themselves as experts in that field, in this sector aren't necessarily doing any of these transactions. They're talking about it. And what is really interesting to know, especially if you are seeing some of this content out there. These reports or analysis of M&A in the accounting world, you know, the source of where they're coming from [00:07:00] is is almost more important than than the data that you see and the content that you receive, because the overwhelming majority and I mean, well, in excess of 90% of M&A transactions in the accounting world, none of the details are ever disclosed publicly, none of the none of the structures, none of the cash components, none of the earnout targets, none of the valuation points, none of it's ever disclosed. Um, so I always question where these people get these data points from and [00:07:30] all this fun stuff, especially if they're not doing these transactions themselves, which a lot of them aren't. So, you know, everything you see, everything I say certainly take with a grain of salt. But, you know, I think it's really important to know the source of where the data is coming from. And so many of these, uh, benchmarking, you know, reports that are industry wide are less than accurate, to say the least.

Marcus Dillon: Yeah, I think I think it's to those of us that know we find it amusing [00:08:00] and we get frustrated. Right. You know, and it's I saw one and I actually had to comment, I couldn't not and they did a profile of a firm owner in Houston that actually no. And they didn't even give it half of it. Right. He's much more successful than what they showed. And I sent it to Matt and I was like, I just want you to know that this is out there. And he just kind of chuckled as well. So, um, it's fun and it's interesting and you kind of have to surround yourself [00:08:30] with people that, you know, to be of character and actually, you know, work, uh, alongside firms and alongside buyers and sellers. So appreciate you being here. I'm sure we're going to get into a lot of the, the nitty gritty, and I'm going to try to pull out some of that 90% that people never get to hear about. And maybe we can just be general about it, but still leave our listeners a little bit better than we found them. So, Rachel, before we kick off, I know you've got a question you want to ask Doug.

Rachel Dillon: Yeah, Doug and I prepped you with this ahead of time, so [00:09:00] hopefully you had a chance to think about it. But I asked you to think about the best piece of advice you've ever received. Marcus. And I always like to ask every guest in case we go sideways and have no idea what we're talking about or deliver anything of value, at least. Maybe that one piece of advice will help somebody listening. So will you share that now?

Doug Lewis: Sure. And it's you know, it's it's a great piece of advice. I know many people have gotten it. Many people have given it over the years. But I have found this to be so helpful in both my professional [00:09:30] and personal life. And the advice is essentially at its core. People won't always remember what you said, but they always remember how they felt when they interacted with you. And I think that is really important to remember, you know, not only again in both professional and personal lives, but we're talking specifically about the M&A sector. I mean, perception, personalities, all this stuff go so much further than people think in [00:10:00] pretty much any situation. And, you know, I started thinking back on some of the mentors I've been fortunate enough to have in my professional career, and it's very true. I can almost remember no legitimate advice any of these people have given me. But I remember exactly like, wow, you know, he or she was really impactful and they knew exactly how to approach things and how to make people feel, you know, important and incorporated. So that concept of they don't remember exactly what you say, but they remember how you feel. I think [00:10:30] that is just something that is it's great advice. I know it's given a lot, but I think it should be given more honestly.

Marcus Dillon: Yeah. That's great.

Rachel Dillon: I think that's really good. And I think it's really important, as many of us and our listeners are Our accountants and accounting professionals that that's so important to remember, because a lot of times when clients are coming, their stress level may be high because they don't feel comfortable around money, or they are feeling stressed [00:11:00] by an IRS notice or the possibility of that. And so I think that that's really important for us as accounting professionals that maybe think like it's just a tax return or it's just a financial statement and just recognize how money is a hard thing for a lot of people and causes a lot of negative emotion or a lot of stress in those people. So definitely how we treat them and how we make them feel is very important, just as important as whatever product or service [00:11:30] we're trying to deliver.

Doug Lewis: Exactly. I think too many people underestimate just how important the relationship is in the accounting sector, because everyone loves talking about the numbers, firm performance metrics, you know, client cooling, client upscaling, billing fee structures, all this stuff people forget, though, your marquee clients are the ones that you have the best relationships with more often than not, and you know that that feeds back to, you know, Marcus, your your point earlier of a lot of people making noise about the M&A sector [00:12:00] right now, not necessarily doing these transactions, looking at it from a very pragmatic view. And just through that one lens, that's a that's a bit of a dangerous perception. I think, um, especially when we start talking about M&A transactions.

Marcus Dillon: Yeah. All right. Well that's a great segue. So before we really get started with some of the nitty gritty and numbers and stuff that I'm going to ask you, um, you know, how did you how did you and the visionary group kind of get to this point? Was it always accounting? That was the focus. You said that [00:12:30] you traveled and visited a lot of professional stadiums, so would love to hear more about that. But fast forward to where you're at today. What was the journey to get to where you're at today?

Doug Lewis: Yeah, so the visionary group as a whole. We in 2025 just hit our 30 year milestone as an organization, which is exciting. And we've gone through probably 35 different versions of what this company is to get to this point, which is, you know, very normal and a lot of entities. But for the first 10 to 15 years [00:13:00] of this company's life, all we did is essentially outsourced marketing for accounting firms. That was it. So, you know, all the web development and social media and stuff, all that fun stuff. And then about 15 years ago, roughly, we had a client come to us say, you know, we're thinking about selling our practice and retiring. Is this something you can help out with? And of course, at the time, you know, we were still a growing company in that phase. And we said, yeah, absolutely. We can do that for you. Not knowing [00:13:30] the first thing about conducting a merger and acquisition transaction. So kind of, you know, really took a machete through the jungle on that trip. Uh, and we did find a home for them at the time. Um, still good transaction for everybody. Um, we didn't make a dime on it because we didn't know at the time how to do that, how to approach it. And we were just doing a client service and figuring it out, you know? So that was about 15 years ago was our was our first [00:14:00] transaction in that world. And over the past 15 years, we've continued to evolve, figure out the marketplace, evolve with the marketplace. And now the M&A portion of our business really accounts for north of 70% of our overall firm revenue. So, you know, it's it's evolved quite a bit like everything else in the world as well as a lot of our other consulting services. But, you know, the the bread and butter that that kept the lights on here for the longest time was just acting as the outsourced marketing department for [00:14:30] accounting firms coast to coast.

Marcus Dillon: That's great. And I think the evolution, the 15 year and the 35 different, you know, versions of visionary group. It's heartfelt. You know, I think that's where reinventing yourself, seeing a need, seeing an opportunity and going after it. Love that building to where the M&A market is. Today was 2020 for the highest amount of M&A transactions the visionary Group was a part of.

Doug Lewis: So 2024 [00:15:00] first off, yes, absolutely. Without a doubt, uh, 2024 was industry wide across the accounting profession. Absolutely wild. The pure number volume of transactions that were happening, because you got to keep in mind a lot of the transactions that hit, you know, the national, uh, kind of news ecosystems, they're the big splashy transactions. Sure. You know, a lot of people don't realize how many half 1 million to [00:15:30] $5 million transactions take place almost weekly at this point. Um, and that's where the bulk of transactions really take place when you start looking at the size of firms that exist in this country. So 2024 was hands down the the largest volume of transactions and 2025. So we're recording this early March. Um, I don't like dating things too much, but I think it's important to note, uh, we are already going to likely double our volume from last year, just based on the projections we have [00:16:00] in March of 2025. So, yes, it's extremely volatile. The activity is showing no signs of, uh, signs of slowing down whatsoever anytime soon.

Marcus Dillon: Yeah. That's good. Um, what are you, I guess? What are you crediting that to? I know there's a lot of things that I would assume were crediting that to, but just the volume of transactions increasing to where we're at today. What? What are the top three things that are the reason for the amount [00:16:30] of transactions that we're seeing?

Doug Lewis: So I don't even think we have to go to three. I think top two cover it pretty well. Uh, the first of which. I don't think it's a surprise. A lot of people talk about this, but we're starting to see it actually happen and play out in the marketplace. The average baby boomer is in their late 60s. Depends who you ask. Some people say 67, 68. You know, I've heard as low as 65. Whatever. Let's just call it late 60s. And they still own the overwhelming majority of private businesses in the US, which includes accounting [00:17:00] firms. Now, a lot of these accounting firms who have aging ownership groups have finally started to age out of the game. So unfortunately, a lot of them are starting to realize that their internal succession plans either were nonexistent this entire time and or have fallen apart in recent years when they tried to execute them. So there's a lot of forced activity that we're seeing based on the age of these ownership groups. I think that's the number one culprit of of how much activity is happening out there. [00:17:30] The second culprit is M&A has become such a vital growth tool for mid and large sized accounting firms out there. You know, when you look at the inorganic and organic growth methodologies of firms, 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. The numbers can get staggering on how much new business you have to bring in to move [00:18:00] that growth needle. So, you know, it's kind of this, this weird, perfect storm where there's all these aging owners of firms of all sizes. By the way, it's not just small and mid-sized firms. And then we have all these buyers who are starting to aggressively adopt, you know, M&A into their growth strategies. And honestly, a lot of the mid and large sized firms are starting to use M&A as their number one growth strategy. So, you know, it's kind of this weird mix of I think between those two points alone is [00:18:30] driving the overwhelming majority of this activity.

Marcus Dillon: Yeah. No. It's good. Uh, the Accounting Today just released their top 100 fastest growing firms. Right. And I was looking at that this week, and I think the top five, one of them was just, uh, an aggregator, right? Somebody that puts firms together and grows, and they grew, like, 300 plus percent. Yeah. And then so it would be really interesting to see okay, I get that's total growth. But what is organic growth. What is [00:19:00] uh inorganic growth through acquisition. Do you have any idea what a typical organic growth would be for these firms.

Doug Lewis: So we're looking at like a top top 100 firm. Top 300 firm.

Marcus Dillon: Let's say top 300 because top 300 is probably what 10 million and above.

Doug Lewis: Yeah. Give or take. You know the bar always moves a little bit. But yeah, you're in the zone roughly. Um, you know, let's throw Big Four out because that's a completely different ball game altogether. Uh, wow. [00:19:30] I would love to say yes. I do have a clear, concise answer on that. I know there are benchmarking surveys that happen and take place that industry wide. I won't advertise them on your podcast, but I think everyone knows the core 2 or 3 that are out there. Um, you know, those benchmarking surveys I think are really only as good as garbage in, garbage out, like anything. And we have many clients who either qualify to be in these these top firm brackets that choose [00:20:00] to not report and or skew skew their answers to these because maybe they just didn't understand the the questions, they weren't clearly identified or anything like that. So, you know, I think when we look at the data on growth, it's just it's too difficult to tell. But usually it's not uncommon for us to see like top 300 firm. Just from a purely organic growth standpoint, I'd say between 10 and 20%. It would be a relatively safe [00:20:30] average for what we hear from most firms.

Marcus Dillon: Yeah, I would say 10% is probably the minimum, right? Just through price increases and adding a few few clients. And I know that you've kind of mentioned the top 300 a few times. We'll just say that that's 10 million and above 10 million and below. How many firms make up the non top 300?

Doug Lewis: Well sure. This is a fun exercise usually to do in person like with a group of people in the room because we get some cool answers. But uh, [00:21:00] depending on who you ask, there's no clear answer. But there's roughly 40 to 45,000 total accounting firms in the US just from a pure, pure volume perspective. So, you know, you look at the top 300, that's a very elite group, top 500, very elite group of the roughly 40 to 45,000 accounting firms that do exist in the US, we estimate that there are about two, maybe 3000 that are in excess of $1 million in revenue.

Marcus Dillon: Yeah.

Doug Lewis: So that kind of [00:21:30] puts some perspective on how many firms are out there, you know, at that sub million dollar level, which you know, is is really staggering. And that's again where so much of this M&A activity is taking place that nobody's really talking about too much. But we're starting to see more and more firms look downstream in their inorganic M&A activity, you know, at these smaller targets because that's just what's that's what's left out there.

Marcus Dillon: Yeah. So let's take [00:22:00] that bubble of you know, I would say 1 million to 10 million, which that makes up what, 1700 firms you would say like given your given your example, you know, just.

Doug Lewis: No one can prove you wrong.

Marcus Dillon: I'm not good at math, so we'll see. Um, but yeah, let's take those firms, which we're, you know, that's where we're at. That's where a lot of our friends are at in that space. So what are you seeing? Because obviously less and less firms are becoming available. [00:22:30] Right. Like, I think we talked a while back where the good firms that were eager to do M&A, they were some of the first ones that did a transaction. And now you've got people that are kind of coming to the market, so to speak, but maybe weren't as eager in the beginning. But you also, as mentioned, have firms that are now going downstream, including going below 10 million, which a lot of these original transactions, at least the ones in the news, [00:23:00] were all the big boys, all the 10 million plus the 20, 30, $100 million. Right. So what are what are you seeing given 2024 and maybe even 2025 now since the market continues to move, what does it look like as far as valuations for some of these firms that do 1 to $10 million in annual revenue?

Doug Lewis: Yeah, the valuation conversations fun, because if you ask 100 people, you're going to get 100 different responses. I do love the ones [00:23:30] that the consultants or influencers or whoever's out there that say, this is how deals are done. And it's it's black and white. There's one way to do it. Here's what the value of a firm is. I could not disagree more with them. There are too many factors that go into it. And I think the smart acquirers and the smart sellers understand that. But again now now we're fighting misinformation. So when we look at a pure valuation standpoint, the overwhelming majority of acquirers out there in the marketplace are shifting from the multiple of gross revenue down [00:24:00] to the multiple of EBITDA, which makes sense because that's how the majority of other businesses trade. I don't know why the accounting profession ever went, you know, that other way. That's a maybe a whole separate conversation, which we can revisit at some point. But, uh, you know, the rule of thumb for what I see is that the larger the transaction, the more favorable the valuation will, will lean. And I know that's kind of a generic workaround answer. But you know, when we work any transaction, [00:24:30] we always adjust the valuation back to a multiple of gross just because it helps everybody understand it from a historical context. In the accounting world, usually the multiple gross revenue is always going to hover around that one time. Still, some are significantly higher if it's a niche profitable practice and some are significantly lower if it's one of those firms that doesn't really have a lot of other options in the marketplace. So, you know, we always kind of tell [00:25:00] firms what to expect when you take it to market is you will likely end up somewhere around one times gross revenue with an adjustment up or down based on these factors. And a lot of that factors into, yeah, the age of the ownership group, profitability of the firm. You know, what the service lines are today, billing structures, all that fun stuff. But a safe rule of thumb one times gross is still a talking point.

Marcus Dillon: Cool. I think I think that's good. And my perspective on it is, you know, in the past, [00:25:30] CPAs didn't think of their firm as a business, and they just thought of it as like this accumulation of clients and maybe the valuation that was based on this book of clients, one times gross, a percentage times gross. That's how they treated their business. They didn't they didn't run their business like another industry that actually looks at EBITDA. And so I think it's good that now valuations are shifting to EBITDA focused, because maybe it'll force CPA [00:26:00] firm leaders and owners to think about their firm as a business and make hard decisions to improve. Bottom line to that then, which increases valuation. And they're hopefully succession plan. So I think that's part of the shift. And I've been in some rooms with some seasoned CPAs. And yeah, you can tell like they just they just created themselves a job essentially, is what they did.

Doug Lewis: Season two. That was a good cover, I like that.

Marcus Dillon: Yeah, I'm getting season.

Rachel Dillon: We can't we can't [00:26:30] say old anymore because now we're getting old. And so we have to start finding some better words for that. But Doug, what would you say potential buyers are most focused on, or what gets them most excited about a prospective purchase?

Doug Lewis: So it depends on who the buyer is, because there's a lot of new buyers entering the marketplace these days. But if I'm looking at like an independent traditional accounting firm who's a buyer, in this case, what gets everybody most excited [00:27:00] is, is talent. And when when people hear that, they're like, okay, young partners. Right. People who've already made the jump or doing. Yeah that's great. You know young young partnership talent is phenomenal to have. But if you have strong managers that that next level director manager level people inside your firm that's going to significantly help valuation and the structure and kind of creates more favorable terms. You know, if you are a seller [00:27:30] in this in this scenario, um, so talent is huge. Name of the game. Um, you know, Marcus, you just hit a moment ago. You know, the EBITDA, uh, calculation when you start talking about firm valuations, which again, is a bit of a we're covering a lot very quickly here. But, you know, the adjusted EBITDA is really what counts and how firms calculate their own profitability. It varies because for whatever reason the accounting profession as a whole can't get on the same page about keeping their internal internal [00:28:00] books. Um, which I find the most ironic thing in the world. But again, we don't have to go down that rabbit hole. But I think, yeah, from a seller perspective, um, you know, being able to highlight the talent that you have on staff will set you apart and certainly help you from a negotiation standpoint.

Marcus Dillon: Because accountants get creative with accounting, man. Like, we can't. We can't just accept the answer.

Doug Lewis: You. You guys run an accounting firm? I know, I know, you run a very profitable. And the way you do it is like a business. But [00:28:30] like you alluded to, the overwhelming majority of accounting firms created jobs for themselves. They didn't run it like a business. So at the end of the year, we just we drained every penny out. And that was our comp. So, you know, when we start looking at EBITDA in these in these firms, how I'm going to calculate it as a buyer is probably going to be worlds apart than how you would calculate it as a potential seller in this scenario. So there's all these different nuances that play into that well.

Marcus Dillon: And so let's talk about that because, you know, we've presented in webinars and on [00:29:00] stage about the shift. Right. And we discuss EBITDA and we even pull, you know, collective members about EBITDA and kind of look at things a question that always gets asked, do you subtract owner pay owner compensation from EBITDA. So let's talk a little bit about adjusted EBITDA and how you see that as it relates to how you help firms navigate these conversations about EBITDA. Because I've heard the term scrape and I've heard the term, you [00:29:30] know, if the buyer is selling on the other side of the transaction or what the opportunity cost to replace that buyer owner or that seller owner is. So let's talk a little bit about compensation. Partner compensation as it relates to EBITDA.

Doug Lewis: Sure. Um, you kind of nailed it on the head, you know, do we take partner comp out of that equation? So the way that my organization looks at all these transactions, regardless of size or anything like that, when we look at EBITDA, the true profitability on a firm, we look at it before any single owner in that company [00:30:00] takes home a dime. That's the starting point, because Post-transaction, you're still going to have to pay, you know, salaries during a transition period or, you know, if it's going to be a longer term situation, more of a merger. So you then have to add back the salary So that that'll bring it down a little bit. But you're sitting there as a potential seller going, whoa whoa whoa. No no no no. That's my profitability. But you're also taking it home. So that's that's just one component of this whole thing. We've seen some very, um, aggressive, [00:30:30] uh, ways to grind down EBITDA in transactions from from both, uh, buyers and sellers. Um, and in, you know, a lot of it really depends on who the buyer is because you mentioned, you know, things like the scrape because private equity is a big buzzword right now in the accounting profession. You know, uh, there's so many different ways to calculate this thing. But ultimately the best way to equalize, you know, profitability as a starting point for most firms is to look at that bottom line. Before [00:31:00] any single person who owns a piece of that business takes home a single dime.

Marcus Dillon: Yeah.

Doug Lewis: And then from there, it can go so many different ways in terms of what's added back.

Marcus Dillon: Yeah. And we've kind of taught that as well. Like it's always good to know what what the business provides to you and your family. So like all the discretionary expenses, all those salaries, like if you were to shut the business down today, how much would you have to go earn as a salary to replace what this brings to [00:31:30] your table on a daily basis? Now and then you kind of similar to how visionary Group thinks about it. And then you think about, okay, well who's going to do this work after this transaction occurs. And that's when you have the add back or the replacement of the partner owner. That has to be done at market value. And I think you also mentioned the word scrape and I mentioned it as well and scrape. My definition of that is just the buyer [00:32:00] needing a return on investment. And they scrape that out of profit. Is that a is that a good way.

Doug Lewis: I think it's that's spot on. It's it's if I'm if I'm acquiring an asset, you know, how much am I going to make off that asset? Guaranteed.

Marcus Dillon: Yeah.

Doug Lewis: You know that that's that's essentially the concept behind it. Um, and it's again, there's so many nuances to get to these adjusted EBITDA number, all this fun stuff. Um, but you're you're definitely you're in the right ballpark with how most [00:32:30] people are looking at this thing.

Marcus Dillon: Well, and it's it's the opportunity cost, right. So 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. Like, why would any new owner buy this business? And all the risks that come along with the liability that comes along with to only receive 5% return on investment? No one's taking that deal, right?

Doug Lewis: Because it's a it's a great [00:33:00] business.

Marcus Dillon: That's what the that's what the sellers say, right?

Doug Lewis: The legacy. The name means everything. You know, you get. You get what I've built.

Marcus Dillon: Yeah. You get all these great clients that come in and sit down with me and show me their w-2s every year, right?

Doug Lewis: So the minute people go down the sentimental rabbit hole, things usually go pretty south in these. In these transactions. Yeah. Um, but rule of thumb, you know, you mentioned, uh, you know, SD or, you know, seller discretionary earnings, you know, that's becoming a little more popular way to look at profitability, uh, inside the [00:33:30] firm as well, because accounting firms, you know, most accounting firms, by the way, are just they're making more money than they ever have before. It just in in the economic climate we've been in the past couple of years. So a lot of people are hesitant to look at it from a if you're a seller, from that perspective of going, well, I can just I can keep going one more year. I if I just keep doing this for two more years, you know, if I could just keep pulling this out. And ultimately a lot of people are [00:34:00] taking that approach to their succession and or transition and realizing that they just waited a little too long to take the thing to market because they lost all their value. Yeah. Because so much of it really is lying in the relationships you have with those clients and referral sources and all that. So if you're not around to help transition those or grow that book or, you know, make things happen, um, buyers are smart. Most, most sorry. Most buyers are smart.

Marcus Dillon: Yeah, I think we've talked about this too. [00:34:30] Like there's going to be some good deals that come out of this season, and then there's going to be some bad deals that come out of this season, right? Um, these buyers and I would love to spend a little bit of time on who the buyers are right now. You mentioned private equity. You mentioned, I think, other new buyers coming into the market. So let's spend a little bit of time and just discuss who the buyers actually are right now.

Doug Lewis: Sure. Um, you know, it's it's relatively straightforward. It's changing a little bit. Um, there's [00:35:00] there's kind of new, new players in the game quite often these days, but it's it's pretty simple. We have the independent accounting firms who are continuing to acquire other practices, ones that independent, by the way, I'll define that as just haven't taken on private equity funding or anything like that. They're 100% owned, still independently, um, and continuing to roll up firms themselves. So that's that market's always going to be there. It's never going to go away.

Marcus Dillon: Yeah.

Doug Lewis: We look at private equity now uh, which I don't like just classifying this as private equity I look at it as outside [00:35:30] investors. So private equity is an option. They are an outside investor that can inject cash into a firm, acquire the whole thing, roll it up. There's a lot of really smart people doing that in the accounting sector right now. But when I look at outside investors, it's private equity firms. I see a lot of outsourcing companies now who are interested in acquiring US based accounting firms, other technology entities who are in the accounting sector who are interested in acquiring accounting firms. And then, you know, this isn't a new concept, but it's becoming a little more commonplace in these discussions. Wealth [00:36:00] managers are registered investment advisors who are interested in acquiring accounting firms. So those are kind of the core players right now. And now we're starting to see this new breed of these larger or midsize accounting firms who have taken on either partial or majority private equity investment. So it's kind of these hybrid half owned by private equity firm, half independent, you know, legacy partner firms who are starting to acquire as well. So, you know, those are kind of the core players in the market. But I've [00:36:30] gotten some really one off crazy, you know, calls or inquiries from people who think they want to be acquirers in the marketplace that have nothing to do with the accounting profession whatsoever. So, you know, it's it's fun, but it's it's changing rapidly.

Marcus Dillon: Yeah. All right. Let's let's start with your first buyer, which is your independent firm just looking to grow and do more. Right. Like increase the base. Is that still equity. Equity swap. Right. [00:37:00] The unfunded chain letter or whatever somebody else calls it. You know, where it's like no cash exchanges, hands at closing, and we're just going to roll you in. We're going to give you some stock and in our entity, and we're just going to keep doing what we're already doing. Is that how those deals are still going?

Doug Lewis: Yeah. So I mean we look at those type of transactions, it's either it's an acquisition or a merger or kind of these hybrid things. And when we go into full acquisition, it's just all stock is going to be bought out and you [00:37:30] know, it's going to be paid out some some version of cash upfront, you know, some some timeline on the Earnout. Pretty standard stuff based on collections. You know, that's kind of the historic way people have done these transactions. When we look at more of a merger these days where no cash is going to be exchanged and it's just straight equity, equity swap essentially, like you alluded to. Yeah. No cash down at closing. I'm going to roll into the two of you are acquiring me. I'm going to roll into your, uh, deferred compensation program, whatever that looks like. [00:38:00] Um, and then I'm going to be with you for the long term growth. And then there's these hybrid transactions where, you know, it's let's just say it's a two partner firm. Let's go small to make it easy. Two partner firm. We have one partner who is 65. Another one who's 45. Well 65 year old. Day one is likely going to sell all their equity in the transaction and they'll still be an earn out period and stuff like that where you can spread it out. But the 45 year old is likely going to roll all of his or her equity, you know, into the new entity. So it's it's not [00:38:30] really an acquisition. It's it's not really a merger. It's kind of this hybrid in between. That's what most transactions really look like, you know, from the independent accounting firm perspective.

Marcus Dillon: And the firms that have taken outside investment, whether it's private equity, family office, something else, 60% of them are owned or 60% of their base is owned by somebody that wasn't originally there. And I would assume what I've heard is that cash does change hands at those acquisitions [00:39:00] or those mergers. Correct. Kind of in line with how the firm originally was structured whenever they accepted that investment. Correct?

Doug Lewis: Yeah, I think that's a safe rule of thumb, like that's the most common scenario that plays out. But, you know, 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. Yeah. Um, but I would say, yes, uh, in the last, you know, maybe 3 to 5 years, the cash component in the [00:39:30] majority of transactions, wherever they're going into, have started to uptick a little bit. Certainly.

Marcus Dillon: Awesome.

Rachel Dillon: All right. You gave us you gave us one thing I like to be real. Really practical, um, for myself, but for others as well, as far as what can they do right now? So you mentioned, like developing our teams, developing our talent and making sure there are people who are empowered to do things besides just the owner within [00:40:00] the team so that there's someone to kind of take that on. If that firm is acquired, what other things will continue to increase the value of a firm like what? Are there specific KPIs or specific things that firms can do? Let's say if they're getting ready to sell in five years or three years, what what is bringing more value to a firm?

Doug Lewis: That's a good question because it's so different based on the level of firm, right. Like really [00:40:30] small firms are going to have a very different roadmap to to increase or maximize their, you know, their value if and when they take it to market other than a mid or large sized firm. Um, you know, I would say besides that kind of talent development component, which is still key in Paramount, so much of this, you know, really aggressively, I'll say, reviewing your fee structures, um, are, is is just it's huge. I mean, that is what it is. And we're making the assumptions that, you know, they're already [00:41:00] relatively up to date from a technological, uh, you know, backbone and all that fun stuff. They're not sitting there doing paper returns, which I, I still see it. I see firms, I see firms that do paper returns still, um, you know, they're not in the cloud. All this fun stuff, assuming those are met, I think really aggressively reviewing your fee structure and who your core clients are is, is massive because that all funnels down to that profitability, that EBITDA number, if and when you look to transact. And I know it sounds so [00:41:30] simple, but we see so many firms just they're not setting fee minimums. You know, they're not continuously calling or upscaling the client base. And um, it can it can damage a firm's value when they take it to market. If they've built a firm that just got bigger on the same clients, you know, without ever upscaling the fee structure or the clientele or all that fun stuff.

Doug Lewis: So that's one is aggressively reviewing your pricing strategies to say [00:42:00] the least, because I've yet to really see a firm that has priced themselves out of any market, which is shocking. Um, that's one. Another one, of course, is reviewing, and I'm not a big proponent of saying small and midsize firms should do this if they can't figure out how to effectively do it. But there's that big buzzword phrase, you know, the shift from compliance to advisory. Let's focus less on the traditional tax audit [00:42:30] accounting services that you know, we're built on and focus more on these advisory consulting services, which generally do have higher profitability margins. I'm a big proponent of that. But I think if a firm is a little late in the game to really jump start an advisory department or increase their advisory revenue, 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? No, exactly. You [00:43:00] know what? What cards you're holding to say. Hey, I see that you have this department already. I have all these clients that are asking for this need. You know, this is this is perfect for us. So, you know, I'd say those are kind of the two big pieces of advice that I give to people when they say, I'm on a three year, I'm on a five year window. What should I do?

Marcus Dillon: Yeah. That's good.

Rachel Dillon: Those are good. And just we just went through an acquisition and those were all things that we were like. Those were like top three things that we were looking at [00:43:30] in addition to, like technology, software being kind of an easy assimilation of those clients into what we do. Um, and then values, of course, is really big for us personally because we still work in our firm. And so that's really important that team members, the old owner and the clients all kind of align with values across across the board. So yeah.

Doug Lewis: Maybe another way to answer that too, is how firms can prepare themselves [00:44:00] is join the collective.

Rachel Dillon: You know that's those are those are all things that we are working on. Yeah. That all of the members are working on together and continuing to improve. And just the different ways is I mean, since you just threw it out there, I'll just say like how valuable it is to see different firms from different markets and different, um, revenue sizes, team sizes, service offerings, how they're [00:44:30] accomplishing these same things, how they're improving in these same areas. It's not as we've talked about on this, um, podcast already a lot today. It's not a one size or a one answer or a one way. It's not a here's do these five things and then you fit this criteria for this buyer. So, um, yeah, I think it's really helpful to learn from peers and just be able to see what they're doing and what's working and what's not.

Doug Lewis: You [00:45:00] brought up a really great point there, like a checklist or, you know, uh, I know they're out there. I know they exist. Um, listen, if I, if I wrote a book today on how to conduct an M&A transaction in the accounting profession, by the time you read it, it would be so outdated that all that information would be useless. So keep that in mind. You know, if if you're listening and you're trying to figure out, hey, I'm trying to figure out what the best path forward, you know, is for my practice today. You know, should I look at an acquisition? [00:45:30] Should I look at being an acquirer? All this fun stuff. If you go buy a book or a checklist or whatever, or here's the one size fits all way to do things, it could work for you. I don't know, maybe, uh, but, you know, if I'm going to Vegas and gambling on that being a very effective method to do things, um, I would rethink that.

Marcus Dillon: Yeah. I don't I don't think you have to give yourself so much grief, because I think the core principles will continue to win out. Um, you know, there's a story that from from long [00:46:00] ago, and it's two executives at Intel, and they're facing some heartache in their business, and they have to make a change. And they decide, you know, they ask the question of what's the next CEO going to do once we're fired and then what's standing in our way from doing that today? And I think that's where a lot of firms should be taking that same advice, which is great. Just perspective. What's that next owner going to do with my firm. And you hit it right on the head. It's price increases. Evaluating [00:46:30] pricing evaluating. Are these clients even valuable. Right. So like probably they've been caring for a section of clients that just don't have value in the market. And they create stress. They create hurdles for growth, good growth. And so they haven't made hard decisions on those clients. Maybe there's some hard decisions on team, you know, or these team members. Really what that next firm or even we're reinventing ourselves [00:47:00] and we are that next firm. Like do we need to make a hard decision on the team or even expenses, technology being a big part of them. Right. So I know a lot of firms. You talked about paper tax returns. There's still a lot of firms that operate with servers in the closet.

Doug Lewis: Yeah. On site. Yeah, yeah.

Marcus Dillon: On site servers. And you just think about like power outages, hurricanes, tornadoes.

Doug Lewis: Just security in general. Data security. I mean, yeah, liability insurance, you know, all this all [00:47:30] this crazy stuff comes into play. And you both now have mentioned this in kind of different ways that I think you actually said the 8020 rule at one point, either that you said that or I, you know, completely just envisioned that in my head. Yeah. Uh, you know, when you look at, like, clients inside firms and how to value things and all this stuff, this isn't a plug, but I think it's important to say where this comes from. So, you know, my organization, the M&A stuff aside, we do these market value accelerators for firms where we actually it's a deep dive into not we interview all the partners one on one and do all this crazy stuff from a growth perspective. [00:48:00] But we analyze their their client base, you know, from 50 different directions, as if we were going to acquire them, right, for somebody else. And that 80 over 20 rule where 80% of a firm's revenue comes from 20% of the clients. It's a pretty standard business, you know, concept, right? It's not new, but it's not uncommon for us to see more of like a 90, ten, 95 five rule inside accounting firms again of all sizes. And, you know, smart buyers, [00:48:30] they're looking at this to going, okay, you know, 1,010% of your of your of your clients are just not even going to come close to, to what we need here. Um, you know, really, where are those relationships happening? And, you know, firms are taking themselves to market. So a really smart buyer asked this because, Rachel, you kind of asked, you know, what firms can do to prepare themselves? Really smart buyer asked a firm that we're helping take to market. They went what [00:49:00] can you tell me about your top ten clients? What are their goals? And the seller did not have a good answer.

Marcus Dillon: Mm.

Doug Lewis: Seller number one could only come up with about 5 or 6 of them off the top of their head without looking at it on who their top clients were, and realized they knew nothing about what the what their clients were actually trying to accomplish. They know nothing about their goals. It was a 1 or 2 touch a year type of client that just happened to be a large client. So that's another thing. You know, circling back to that question is when you're looking at [00:49:30] the client base, where's the revenue coming from? What do you actually know about your market clients? And more importantly, why are you wasting so much time on these clients that just are not profitable inside the firm?

Rachel Dillon: So, so many of the accountants that we have met over the years, and maybe us at one time included. When we had 2400 tax clients, we were spending a lot of time and we were spending a lot of time with very low revenue clients, [00:50:00] like multiple touch points on these that spent the least amount with our firm. And it didn't make any sense. And as soon as we looked at that, we were like, what are we doing? We we don't even need to spend any time, you know, necessarily on this type of work, especially if we're not trying to grow that type of work. So it's important to look at client lists that way. If people are not right, if you've never [00:50:30] looked at it that way or never thought about it that way, you will recognize being able to prioritize things within your firm and within your day become a much clearer, much easier when you can recognize where the value is actually coming from within your firm.

Marcus Dillon: Yeah. And even, you know, the 8020. I mean, it just it holds true in so many things, man. And so we we just acquired this firm in Saint Louis and that 80 over 20 held. And I presented [00:51:00] that to the, the seller and I'm like, hey these top 20 that's who that's who we need to focus on. And he never looked he never looked at his firm in that way. And even now on the other side and going through assimilation and kind of getting clients familiar with us. Um, those are our focus. And it even came up today or not today, but this week, earlier. Um, you know, you mentioned putting out a lot of fires earlier. And right now on the other side of the firm acquisition, you have to get your hands around like, [00:51:30] what's the work, what's really going out, what's the cadence, you know, is it is it caught up? Does there need to be a project? And, you know, every day there's something that presents itself right now and it's talking to the seller because he's still on a contract. And he was saying this one time, 1041 trust return.

Marcus Dillon: We, we we need to do it. It's a one and done. People are going to be waiting for the k-1s. I'm like, do we need to prioritize that [00:52:00] over those top 20 clients for a one and done $5,000 trust return? And you know, once it left my mouth, I'm like, I know the answer. Let's see if he knows the answer. Right? He's like, yeah, probably not. I'm like, all right, so it can wait till closer to the deadline. But it's just that perspective. And I think your comment was even convicting to to some of us, you know, it's like, what are the goals of your top ten, top 20% of your clients because [00:52:30] they're making up the majority of your revenue, and then they're going to be the ones that you have to, you know, not convince, but make sure that they're good with that succession event, especially if any part of it is based on retention or any type of earnout. So you better have a great relationship going into that transaction with those clients that make up so much of your business.

Doug Lewis: Exactly, yeah. If you're the seller that that is defending, you know, part of that buyout and revenue stream, um, you know, [00:53:00] it's it's by the way, I can't take credit for that. What do you really know about your top ten? I stole that from somebody who was much smarter than me a couple years ago. Now I just use it regularly. But, you know, I won't, I won't, I won't say who it is because, you know.

Rachel Dillon: You give credit one time, and then after that, it becomes yours.

Doug Lewis: Right? You know, then people, then people don't pick up the phone and call me, you know, I need them to call me, you know, not not them. Uh, that's all I do. I I'm really fortunate enough, you know, in my line of work and the people I work with, that all I have to [00:53:30] do is just listen to people that are smarter than me, which doesn't. It's not a high bar. I understand that and just take what they do and replicate that for other people. And that's that's a really fun thing I get to do is talk to people that just know exactly what they're doing.

Marcus Dillon: Yeah.

Rachel Dillon: Can I ask you one more question before we before we start to wrap up here?

Doug Lewis: Of course.

Rachel Dillon: Biggest misconceptions I'm going to go on the seller side. So firms that are wanting to sell that contact you. Biggest misconceptions [00:54:00] when they come to you and let's say firm size 3 million and below. Because I think that that's that's a that looking at the numbers. That's a lot of us out there. So 3 million and below. What are some big misconceptions that they kind of maybe get disappointed or surprised by once they talk with you?

Doug Lewis: Um, you know, I think I think one of the core ones, which speaks volumes is what I heard. I had a friend or I had a colleague who got this deal. I [00:54:30] expect my firm to be worth this because I saw someone else get this. I mean, your firms might not be the same. They're likely. Not again. I've never quite seen two deals that were structured in the identical way. So when you hear, oh, this firm got a multiple of this or, you know, private equity wants this in a firm. Yeah, they do, but they want one in a firm that's 2020 times your size. You know what I mean. So like your transaction is going to look very different [00:55:00] than, you know, a 30, 40, $50 million firm transaction. Um, and I think that's, you know, that's fighting some misinformation out there in the marketplace because people only see, again, just the tip of the iceberg of all these transactions and structures. So having reasonable expectations on your firm, that's that's one of the biggest misconceptions. I think a lot of people are surprised to see if and when they try to take their firm to market. So that's number one. Uh, number two, I think, is your timeline. Uh, [00:55:30] 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. And those type of transactions where there is not a relatively extended transition period, you know, post deal, those are becoming less and less commonplace in the market. So giving yourself enough runway to successfully find the right buyer or merger partner for your firm [00:56:00] and then having a good wind down transition period post transaction, having planning for that ahead of time before you take your firm to market. I think that is those are kind of the two that come to mind, is the most common things we see that either kill deals or or force, you know, some of these owners into transactions that are less than ideal for themselves.

Marcus Dillon: All right. I guess this is my last question. Seems like we're year three or year four into this, right into this [00:56:30] new cycle of M&A for accounting. Um, are you more hopeful on the future? Or is it really time to evaluate? Is this is this market? Is this boom, if you will, coming to an end sooner rather than later?

Doug Lewis: So I think, and correct me if I'm wrong, the question is kind of is the window closing.

Marcus Dillon: Correct.

Doug Lewis: For for all these transactions? I get that a ton. And this just comes into [00:57:00] pure speculation at this point. But there's always going to be transactions to be had valuation you know cash components earnouts some of the players will disappear. That's expected. There will always be M&A activity in the accounting profession. It's just never going to go away. I think, you know, when we look at some of these more lucrative transactions that are making splashes right now, I think that the window is going to remain open for for some time still, you know, especially when [00:57:30] we start looking at some of these more strategic acquirers, like private equity or these family office groups are registered investment advisors. A lot of them are so new into this game right now, and a lot of them are digging their heels in for a long term play. So again, you know, that doesn't necessarily mean that, uh, 12 months, 24 months from now, we're going to see the exact same valuation and deal structures. But I think the activity is going to remain relatively steady and continue to increase in the short [00:58:00] term here.

Marcus Dillon: Well, hopefully, if anything, it kind of creates more of a template because as you mentioned, like every every one is a different deal. And, you know, hopefully because we saw this in dental, we saw it in vet, we saw it in other professional services.

Doug Lewis: Oh you missed the third one. You missed HVAC.

Marcus Dillon: Okay. Well all those right now you can kind of expect know what to expect whenever you go into these and you know kind of what valuation Earnout all that good stuff are. And there's a market [00:58:30] that you can compare. We just aren't there for accounting Yet every deal is a little bit different. So that's my hope, is that it gets a little bit, um, easier to navigate. Obviously, you want advocates in your corner to help you boost and navigate this with you. So I think, you know, you and your team do a great job at that. Uh, my hope is just that, you know, some of the like you said, 15 x multiple, they're gonna be 15 x on my EBITDA. Like, that's what I heard in the news. Like, you know what?

Doug Lewis: You probably could get that if I grind [00:59:00] that number down low enough. Yeah. I could give you 50 times. Yeah. I mean, it's just. And that's why it's just there's, you know, what you hear and what you see, what you read. Just take it all with a grain of salt. Um, but you like. That's a great that's a great point to prove there is. Just because you're interpreting a deal happened this way doesn't necessarily mean that's how it went down.

Marcus Dillon: No. That's great.

Doug Lewis: You know, back to your initial your kind of initial question is I am very bullish on the accounting profession. I think, you know, with all of this activity happening, there is a [00:59:30] huge market for the small and mid-sized accounting firms to really just expedite their growth inside the next five years. With all of this stuff happening, especially as firms will be able to actually leverage a lot of the technological, technological advances that have happened. You know, from an operational standpoint, the scale and the rate at which small and midsize firms will be able to grow and compete with larger firms. I think we're going to see that gap, you know, close here pretty significantly. [01:00:00]

Marcus Dillon: That's awesome.

Rachel Dillon: All right, Doug, thank you so much. Thank you for sharing everything that you've seen and experienced with us, with our listeners. I think the one thing that I am leaving with from our conversation for sure, is that these recommendations and the things that we talked about is not just for an outside buyer. We need to be doing these things as well. If we're hoping one day that one of our current team members [01:00:30] 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 actually working in them as well. So not waiting to do this until we're ready to say, walk out the door or, you know, go sit on the beach or whatever it is that we're planning to do in retirement, but really starting now so that these are attractive to not just outside people who don't know what's really happening inside, but attractive [01:01:00] to the people who are, you know, giving their time and effort every day. So.

Doug Lewis: Now you nailed it on that. I'll leave it with this, because we've gone probably longer than we should, which is okay. This has actually been pretty fun. Um, every single firm, every single firm. Transacts now. There's there's really only three transactions out there. Number one is you're going to you're going to either sell or merge the thing. So an external option number two is you're going to pull off the internal succession. And number three is you're going to [01:01:30] close your doors. That's it. And a lot of firm owners struggle to realize that eventually they're going to transact one of those three routes, you know, so at all times building your firm value to maximize whatever route you take at the end. That's the best way to approach growth inside your firm.

Rachel Dillon: I love that. Well, thank you so much for being here, Marcus. Thanks for helping lead and I will see you guys on the next. [01:02:00]

Doug Lewis: Thanks for having me, guys. Take care.

Rachel Dillon: Thanks for listening to this episode. If you enjoyed the conversation and want to learn more, be sure to visit collective CPA. You can schedule a meeting directly with me, Rachel by clicking on the Contact Us page. Be sure to subscribe, like, and share so you don't miss any future episodes. We look forward to connecting with you soon!