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CPA firm mergers and acquisitions continues to be all about money and advantage

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When it comes to CPA firm M&A, two things remain constant. No matter what changes may come with the players, financial terms, valuation and structure, M&A is always about money and advantage.

The parties to a transaction have always and will always look for money and advantage. The good news is that, so long as money and advantage are the motivators, smart transactions will be made, and better businesses will emerge. Yet it is imperative to know what satisfies the need for money and advantage.

Acquirers and successors, especially private equity-infused ones, are going to place an emphasis out of the box on high-performing firms, that is, firms with high profitability and technologically progressive platforms. They will view high performers as a more assured way to make money, along with a quicker way to get there.  

The valuation for high performers will always be highest — and the competition to acquire that firm will be high as well. 

High performers offer several advantages, including an accelerated path to revenue growth, an inclination for innovation, a cross-selling culture, excellent clients, a history of offshoring and outsourcing, creative services, and talent with high upside potential.

High-performing firms that are selling or otherwise aligning will also look for lucrative financial outcomes but may need to be prepared for a higher pressure to perform. 

Advantages that the high performers seek include deeper service offerings, accelerated financial upside for up-and-coming potential partners, advanced technology, different types of talent, and more motivation and stimulation. 

High performers are accustomed to working differently and taking risks. 

When looking for a successor or acquirer, a common mission and culture will be essential to give any owners looking for an exit strong confidence. It will offer others optimism about the prospects for a better and more sustainable business model.

However, the M&A market is not just about the high performers. It is about the average firm and specialty firms. 

Average firms would be wise to address three critical ways to competitive and present the potential for money and advantage to all sides: 

  1. Study your practice metrics and implement a two-year improvement and upgrade program. Successors will make money when the clients of a target firm are comfortable with market-based fees and market-savvy services. 
  2. Create a roster of expanded services that will resonate with your clients.
  3. Cull out the low-end clients and fees.

Specialty firms may fall in the high-performing profile depending on their achievements, but they also may not have focused sufficiently on their KPIs and client selectivity. Depending on the specialty, metric benchmarks will differ and the criteria for accepting the right fit for a client will vary, as well. Specialty firms need to be sure they have a solid understanding of their competitive positioning as an expert relative to other similar firms to create a more compelling option for acquirers.

There is a big difference between fixer-upper firms and those on the cusp of excitement. 

Acquirers are not inclined to bid low and take on a fixer-upper. They are prone to negotiate for firms that have upside — especially upside they feel they can nurture quickly, along with potential they feel others are unable to appreciate.

There are no perfect businesses, but there are excellent businesses. 

Smart acquirers perpetuate excellence by pursuing money and advantage. Smart sellers need to make their case easy to see that money and advantage are at hand — and show they are willing to make partnership a reality. 

Average firm owners need to be ready to accept incentive components rather than fully secured terms. The average firms are looking for enhanced financial security (money) and enhanced business viability (advantage).

So long as CPA firms focus on being businesses first and foremost, M&A will continue, and all kinds of players will be in the game. Make money and advantage your mission and it will pay off.

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Accounting

Interest in accounting rises among students

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Total interest in accounting careers has risen across Hispanic, Asian American Pacific Islander and white students since 2021, while Black students have shown a minimal decrease in interest.

The Center for Audit Quality and Edge Research surveyed 3,487 high school and college students for the latest edition of their annual Expanding the Accounting Profession Pipeline report.

Thee research indicates that Hispanic students have shown the most significant increase in interest — with their familiarity with accounting increasing from 37% in 2021 to 50% in 2024, and total interest rising from 29% to 37%. Meanwhile, Black students have been the hardest group to move, with familiarity shifting from 40% to 40%, and total interest tapering off from 33% to 32%. AAPI students’ familiarity rose from 34% to 43%, and their total interest rose from 23% to 34%. White students’ familiarity increased from 45% to 49%, and their total interest rose from 28% to 33%.

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Courtesy of the Center for Audit Quality

Exposure to accounting is a significant influencing factor on student interest. The data shows  that Black students are the least likely to know an accountant personally (29%), compared to Hispanic students (37%) and AAPI and white students (38%). Additionally, Black and Hispanic students have less access to high school accounting courses (37% and 40%, respectively) but show equal interest when such courses are available.

In terms of perception, the research found improvements across all demographic groups, particularly in how they view accounting’s value proposition, long-term earning potential and work-life balance. The percentage of students who agreed that accounting careers offer good long-term earning potential increased 8.5 points on average across all groups from 2021 to 2024. And the percentage of students who see accounting careers as stable or always in demand increased 6.5 points on average across all groups.

However, starting salaries that are not competitive compared to jobs in finance and tech remain a hurdle to recruiting efforts. This is particularly true for recruiting Black students, where 31% strongly agree they can make a higher starting salary with a major or concentration other than accounting, and 60% who strongly/somewhat agree. The concern about compensation is least pronounced among white students, with 22% strongly agreeing with the aforementioned statement, and 56% strongly or somewhat agreeing. 

(Read More: “The 2024 Accounting Today Salary Survey: Partners pinching pennies”)

The report identified 10 key implications and opportunities from its research: 

  1. Economic messaging resonance;
  2. Industry alignment;
  3. Targeted outreach to Black students;
  4. Focus on gender parity;
  5. Barrier reduction;
  6. Early exposure;
  7. Digital first engagement;
  8. Parent and counselor education; and, 
  9. Salary transparency.

“In a time of economic uncertainty, young people are making deliberate choices to prioritize stability and flexibility in their careers like never before,” Liz Barentzen, vice president of talent at the CAQ, said in a statement. “This presents a challenge, but also a tremendous opportunity for the accounting profession. For students, especially those from underserved communities, this isn’t just about employment. It’s about building a future and creating generational wealth.”

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Accounting

Washington State tax hikes target tech giants

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New taxes passed in the final days of Washington’s legislative session seek to bridge a record budget deficit by shifting more of the tax burden to technology companies like Amazon.com and Microsoft Corp. 

The bills, currently awaiting Democratic Governor Bob Ferguson’s signature, will have a much broader impact, shifting business calculations across nearly every industry, including banks, grocery stores and hospitals. 

The new levies — passed less than two weeks after they were introduced — inject additional uncertainty into an economy still recovering from the pandemic and bracing for supply chains disruptions from President Donald Trump’s tariffs. A pending Republican economic package also aims to pair federal tax cuts that could add trillions to the national debt with healthcare and other spending reductions.

Without a state income tax — on individuals or corporations — Washington legislators turned the dials up on several existing taxes. They expanded the kinds of services subject to sales tax, increased rates for the state’s nearly 100-year-old levy on gross receipts and added a new top tier for capital gains to be taxed at 10%.

“This budget forced us to make choices that no one would like to make,” said Senator June Robinson, who led the budget process for state Democrats. She said she’d been flooded with messages warning of “dire circumstances” for both spending cuts and tax increases. State law requires a balanced budget, unlike at the federal level where the government can run large deficits.

Big tech companies that fueled so much of the region’s growth — and inequality — over the past two decades were the primary target of the new tax hikes. The final package would raise more than $9 billion in additional revenue over the next four years.

The existing tax on corporate gross receipts, known as the Business and Occupation tax, was designed to have a low rate that is broadly applied. Now “advanced computing” companies would see that rate more than triple, including a 7.5% surcharge for companies earning more than $25 billion in the previous year. That tax obligation would be capped at $75 million.

The sales tax bill would repeal the exemption for digital automated services, including advertising. 

That’s easier for Microsoft and Amazon, the world’s second- and fourth-largest companies, to absorb, but it’s harder for the rest of the local tech ecosystem that has grown out of the talent pool seeded by those behemoths. 

These cumulative tax changes would add extra costs for a Seattle startup competing with a company in Austin, Texas, according to Kelly Fukai, head of the Washington Technology Industry Association, who said the tech industry accounts for 22% of Washington’s economy and pays $4.3 billion in taxes. 

“While we’re trying to make it be more progressive, we’re just not getting there,” Fukai said of the tax package. “In fact, we’re probably hurting some of the people that we want to hurt the least.”

Even changes to the capital gains tax, aimed at wealthy investors, would also impact founders trying to sell their startups. A bill increases the top rate on long-term investments to 10% from 7% for sales of more than $1 million.

There’s still uncertainty over what Ferguson, who took office earlier this year, will do next. He has less than three weeks to decide if he’ll veto anything, and he could still call lawmakers back to Olympia for a special session. In a statement Sunday night, he said he intends to “carefully review all revenue increases.”

Ferguson dashed earlier Democratic proposals to raise even more taxes, including a first-in-the-nation wealth tax. The Senate on Sunday went ahead with a symbolic vote on that measure, which would tax certain financial assets over $50 million, even though the House didn’t take it up. Democratic leaders said they were committed to revisiting a wealth tax in future sessions. 

Democrats said they consistently heard from constituents advocating for a “balanced approach” that didn’t rely just on cuts. Republicans argued that there was still more room to whittle down a nearly $78 billion biennial budget that spends 8% more than the last one, but Democrats said they cut as much as they could without gutting core services. 

Business impact

Lawmakers on Sunday bemoaned the tough choices forced by a record budget deficit. Almost everyone who spoke in Olympia, Washington shortly before legislative business concluded for the year said it was the hardest session they’d ever seen.

Drastic cuts from the federal government are poised to further dent state finances and institutions. Emotions were heightened by the unexpected death of one senator and the wife of another just in the past week. More than one member cried. 

In the case of hospitals, higher taxes mean cuts to services, according to Chelene Whiteaker, head of government affairs for the Washington State Hospital Association. She estimates that health care finances will face a $260 million hole by the time this year’s legislation is fully implemented in 2027. 

“There are sometimes unintended consequences,” Whiteaker said. “Hospitals are seen as quote ‘the big guys.’ Yes, we employ a lot of people, but we’re operating at no-margin or low-margin.”

Tammie Hetrick, head of the Washington Food Industry Association, which represents independent supermarkets, convenience stores and their suppliers, warned that increasing the business and occupation tax on producers and wholesalers creates a pyramiding effect of higher costs at every step from farmer to shopper. 

“We are looking at a significant amount of tax increases that will disproportionately impact independent grocers,” Hetrick said. She said she’s urging Ferguson to use his veto power “to protect the cost of food for consumers.”

The legislature passed other taxes as well, including higher rates on property and fuel. Lawmakers even passed a levy that appears to be designed to target Elon Musk’s Tesla, taxing the sale of credits under the state’s zero-emission program. 

Fukai said businesses will look at the entirety of these new taxes, and even if they don’t pick up and leave, they’re likely to plan their growth for elsewhere.

“People love Washington, right? We all are here for a reason. We all love our communities,” Fukai said. “However, when we start adding these costs on like this, and especially of this magnitude, I think that’s where we’re hitting this sort of tipping point.”

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Accounting

Lutnick poised for big tax break — only if he takes $54M in paper losses

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Commerce Secretary Howard Lutnick is poised to secure what could be a large capital gains tax break. But to get it, he’ll have to lock in about $54 million in paper losses as the tariff policies he’s championed have hammered financial markets.

The value of two of Lutnick’s biggest publicly traded holdings — brokerage BGC Group Inc. and property firm Newmark Group Inc. — fell by $54.3 million since his Senate confirmation in February, according to a Bloomberg analysis of filings from the Office of Government Ethics released Monday.

He has promised to sell those stakes by May 20 in order to comply with conflict-of-interest laws. 

The latest disclosures don’t include figures for Lutnick’s actual gains from the sales. Federal ethics officials approved his requests for tax reprieves on more than two dozen holdings, including his stakes in Cantor Fitzgerald LP, the Wall Street investment bank and brokerage he led.

The Commerce Department didn’t immediately respond to a request for comment. 

His paper losses from BGC and Newmark are even larger because he owns additional shares through Cantor Fitzgerald which are not covered in the latest filings.

Lutnick will also get the tax break for selling his shares in Nasdaq Inc., Walt Disney Co. and a trust stake in Kimberly Akimbo LLC, an entity linked to the Broadway musical.

To get the capital gains break, Lutnick must invest the proceeds of the sales in U.S. Treasury bonds or widely diversified exchange-traded or mutual funds. If he sells any of those bonds or funds later, a tax bill would come due.

Much of Lutnick’s wealth comes from his stake in Cantor Fitzgerald, which is closely held. The certificates of divestiture don’t include values for that holding.

Equity markets have taken a beating since President Donald Trump announced sweeping new tariffs on nearly every U.S. trading partner, including some of the country’s main sources of imports: Canada, Mexico and China. 

Lutnick’s disclosure demonstrates how even one of the most public administration advocates of the new import duties can’t escape the financial fallout of moves that have proved to be unpopular.

The combative Wall Street billionaire has one of the more complex divestiture situations among Trump’s cabinet officials after a three-decade career in finance.

In his financial disclosure, Lutnick listed assets worth at least $806 million. Nominees disclose assets in broad ranges, with the highest tier at more than $50 million. Lutnick listed 12 holdings in that range, including his stakes in Cantor Fitzgerald. Lutnick is worth $1.9 billion, according to the Bloomberg Billionaires Index.

Lutnick’s holdings in BGC and Newmark were worth a combined $347.3 million at the close of markets on Friday, the day that ethics officials issued the documents formally granting him the tax deferments. Those same shares were worth $399.2 million the day of his Senate confirmation. Officials have to wait for federal approval before selling to receive the tax break.

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