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What Does the Asking Price Really Tell You When Buying an Accounting Practice?

Sep 9
6 min read

Updated: Sep 30

accounting practice asking price and valuation

An accounting practice asking price is a starting proposition, not a valuation conclusion. It only becomes meaningful once you understand the fees, earnings, inclusions and payment structure behind it.

The asking price is usually one of the first numbers a buyer sees. It may be quoted as a dollar amount or as a multiple of annual fees, and it is useful because it tells you what the vendor is proposing.


The accounting practice asking price is a starting proposition, not a valuation conclusion, and it needs context before it becomes meaningful.


What it does not tell you is whether the practice is profitable, whether the clients and staff are likely to remain, what sits inside the price, or how much cash the acquisition will actually require.



Accounting practice asking price: the short answer


  • Treat the asking price as the vendor's proposed starting point, not an independent valuation.

  • Compare the price with both recurring fees and sustainable earnings.

  • Confirm what is included, what is additional and how the consideration is payable.

  • Assess the cash required at settlement and the business's capacity to support acquisition debt.



The asking price is not the same as a valuation


A vendor may set an asking price by reference to fee multiples, profit, comparable transactions, broker advice, strategic value or simply the amount they hope to achieve.


That number reflects the vendor's expectations. It does not automatically establish market value or the value of the practice to a particular buyer. Australian Government guidance on buying a business recommends valuing the business and conducting due diligence before agreeing the final price.



A fee multiple is useful shorthand, not the whole answer


Accounting practices are often discussed as a multiple of annual fees. If annual fees are $1 million and the asking price is $1.1 million, the implied multiple is 1.1 times fees.


That is a useful comparison tool, but it only tells you what you are paying relative to revenue. It does not tell you what you are paying relative to profit, nor how much cash remains after staff, rent, software and other operating costs.



Look at the sustainable earnings behind the fees


Two practices can each generate $1 million of fees and each be offered for $1 million, while producing very different maintainable earnings. The difference might come from staffing, owner workload, service mix, pricing, outsourcing, premises costs or one-off expenses.


At Stage 1, the objective is not to complete a full earnings normalisation. It is to obtain enough information to decide whether the headline price is supported by a credible level of ongoing profit.



Confirm what is actually included in the price


Before analysing whether the price looks attractive, establish what is being sold. If that is not yet clear, start with Buying an Accounting Practice vs Buying a Fee Book: What Are You Actually Acquiring?.


The headline price may or may not include work in progress, debtors, equipment, premises-related items or other assets. Transaction costs and post-settlement working capital are also separate from the purchase price. The total funding requirement can therefore be higher than the number shown in the sale advertisement.



The payment structure changes what the headline price means


A $1 million transaction does not always mean $1 million is paid at settlement. Consideration may include an upfront amount, deferred payments, vendor finance or an adjustment linked to client retention.


For example, $850,000 at settlement plus up to $150,000 later if agreed client fees are retained has a different immediate cash requirement and risk allocation from $1 million paid entirely on day one.



Client retention and owner dependence still sit behind the number


Two practices with identical fees and asking prices can carry very different risks if one is highly dependent on the outgoing principal, key staff or a small number of clients.


At Stage 1, you do not need to complete the full client or key-person assessment. You simply need to identify whether these issues could materially change how you interpret the asking price.




What does the asking price mean for finance?


The asking price helps establish the potential size of the acquisition, but it is not necessarily the amount you will need to borrow.


The final purchase price may change, part of the consideration may be deferred, and additional funds may be required for transaction costs, WIP, debtors or working capital.


If external finance is likely to be required, it can be useful to raise the proposed acquisition early. At this stage, however, any finance discussion is preliminary rather than lender approval. When Should You Start Talking About Finance for an Accounting Practice Acquisition? explores this in more detail.



Questions to ask before going further


  • What fees and sustainable earnings sit behind the asking price?

  • What assets, WIP, debtors and other items are included or additional?

  • How much is expected at settlement and what is deferred or conditional?

  • What additional cash will be required for costs, staffing, integration and working capital?



Frequently asked questions


Is a multiple of fees enough to value an accounting practice?

No. A fee multiple can be a useful market shorthand, but it does not capture profitability, client concentration, staffing, owner dependence, growth or the transaction terms. Business valuation can use more than one method, and buyers may obtain independent professional valuation advice.


Does the asking price normally include WIP and debtors?

There is no assumption a buyer should rely on. Their treatment should be confirmed for the specific transaction because they may be included, excluded or dealt with through separate settlement adjustments.


Is the asking price the amount I need to borrow?

Not necessarily. The agreed price may differ from the asking price, part of the consideration may be deferred, and the buyer may also need cash for transaction costs, WIP, debtors or working capital. The amount a lender is prepared to provide is a separate question.



Illustrative decision scenario


Suppose two practices each have $900,000 of annual fees and each is offered for $900,000. One has stable staff, diversified clients and maintainable earnings of $300,000. The other relies heavily on the vendor, has several large client groups and requires a senior replacement after settlement.


Both have the same headline fee multiple. They do not present the same economics, transition risk or funding requirement. This example is illustrative only; the buyer should test the actual evidence and assumptions for the practice under consideration.



A practical Stage 1 price check


Prepare a one-page summary showing the asking price, recent fees, broad maintainable earnings, what is included, proposed payment structure, likely cash required at settlement and any obvious post-settlement costs.


Mark assumptions that still need verification and identify the information required before making a stronger commercial judgement.



What should you look at next?


If the asking price appears broadly worth investigating, the next question is not simply whether the total fees look attractive.


It is what those fees are made up of : the number and type of clients, concentration, recurring work, fee distribution and the strength of the underlying relationships.




Which adviser covers which issue?


An accountant or valuation adviser can help assess earnings and valuation assumptions. A lawyer advises on the sale agreement, inclusions, liabilities and payment protections. A tax adviser considers transaction-specific tax consequences. A finance broker can explain how lenders may view the purchase price, contribution, cash flow and proposed funding structure.


The buyer remains responsible for combining that advice with commercial judgement and deciding whether the opportunity should progress.



Conclusion


The asking price is useful because it gives you a starting number. It becomes meaningful only when you connect that number to the fees, sustainable earnings, assets being acquired, payment terms, transition risk and total cash requirement.


At Stage 1, the objective is not to settle the final valuation. It is to decide whether the opportunity is commercially credible enough to justify further investigation.



Considering an Accounting Practice Acquisition?


Discuss how the proposed acquisition, purchase price and funding structure could be assessed together.


General information only. This article does not constitute financial, credit, legal, tax, accounting, compliance or valuation advice. Finance is subject to lender approval, eligibility criteria, terms, fees and conditions. Consider obtaining independent professional advice for your circumstances before acting.



Sources and further reading


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