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The new path to wealth creation for CPAs

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In the dynamic landscape of finance and accounting, the relationship between private equity and CPA firms has transformed unlocking opportunities for wealth creation for partners of CPA firms. This article explores why private equity is attracted to CPA advisory firms and how strategic investment can greatly benefit the firms and their partners.

By way of background, we are private wealth advisors at a fully independent registered investment advisor. Previously, we were partners of a Top 10 public accounting firm and co-led their wholly owned RIA. We’ve completed hundreds of financial plans for partners across tax, assurance, and consulting. 

Our takeaway: The whole industry is ripe for change. 

At the heart of many CPA firms lie the pervasive challenges of talent acquisition, deferred compensation, and slowing organic growth. 

Talent acquisition

It’s no secret that the ability to attract talented young people to the profession is struggling. On July 31, 2024, the National Pipeline Advisory Group, an independent advisory group convened by the AICPA’s Governing Council, released its final report of its recommendations to address the profession’s talent shortage. Their six recommendations were as follows: 

1. Address the cost and time of education;
2. Make the academic experience more engaging;
3. Enhance the employee experience, particularly in the first five years of employment;
4. Prioritize strategies to expand access to the profession for the underrepresented at every stage; 
5. Provide better support to CPA Exam candidates; and lastly, 
6. Tell a better story to young adults thinking about which career to pursue on the impact accounting has on businesses, communities and economies.

It’s clear the intense, demanding nature of “busy season” that can occur several times throughout the year depending on where you sit within the organization, combined with staff turnover and increased pressure from management teams to drive organic growth, are dissuading many from pursuing careers in the field. 

This comes at a time when tax and audit compliance are getting more complex. The once idolized image of becoming a partner at a CPA firm has lost its luster among the younger generation after considering the time it takes to earn partner status following graduation (approximately 10-15 years). Instead, they are considering other career opportunities that utilize the same skill sets.

 
Deferred compensation

The path of partnership is more palatable for people who’ve been in the profession for some time already. They’ve seen how deferred compensation plays out in the end from watching others retire and receive benefits. They know they will work till (or almost till) mandated retirement age to accumulate length of service and other compensation awards that will be deferred till after retirement. 

Private equity formula concept dollar sign on blackboard

Each firm will use a different formula, but generally, it is one that pays a multiple of the partners’ average last few years salary distributed over a fixed number of years. For example, let’s say a partner earns an average salary over their last five years of service of $500,000. This can get a multiple of two, which equals $1,000,000 in deferred compensation paid out over 10 years, so $100,000 per year in retirement. 

In practice, this structure has worked well. Senior partners retired and transitioned their book of business to younger partners. The younger partners then grew that book of business until they retired and so on, with each new class of partners’ success contributing to pay the firm’s deferred compensation liabilities. The cycle continues. 

Fast forward to today, and the profession has evolved.  Deferred compensation liabilities have become larger as more and more partners retire. Demographically, a significant number of firm partners are eligible for retirement now, and one can’t help but wonder how many members retired earlier than planned due to the pandemic. This model begins to falter if you are not regularly ushering in a new generation of rain makers. 

Whether you are investing in new technology or looking to fuel growth through M&A, these initiatives all come at a cost. Decreasing business investment due to capital being allocated to deferred compensation liabilities can lead to a business losing its edge over time.

How do you fix an industry in consolidation? Enter private equity.

 
Growth

Take a recession-proof business with positive cash flow and significant operational hurdles and inject strategic capital, deal-making expertise, and a growth mindset. 

Strategic capital can allow firms to be more aggressive to attract and retain top talent by offering competitive compensation packages and growth opportunities through stock units and earnouts. It can alleviate the burden of deferred compensation on a firm’s balance sheet by addressing short-term liabilities and refinancing long-term debt under more favorable terms. It can facilitate more and perhaps larger M&A to further achieve growth objectives and enhance profitability, countering a profession struggling with organic growth.

Beyond the capital infusion, private equity firms offer a wealth of transaction expertise and strategic insight. These are qualities in business that compound value over time. In our view, sourcing, advising on, and executing M&A will be among the most significant contributors to enterprise value growth over the life of an investment. 

Additionally, with private equity taking on stewardship and holding management accountable for strategic growth initiatives, a renewed sense of purpose within the organization can drive sustainable growth and enhance shareholder returns.

Additionally, we believe we are in the early stages of generative AI’s impact on the accounting profession. As firms gradually adopt LLMs to automate business processes and enhance staff workflows, having a strategic partner with access to leading startups and intellectual capital can significantly aid in integrating emerging technologies across the organization.

So, how does this financially impact its partners? And is this a good thing for partners of CPA firms?

The firm will effectively be restructured, and partners will typically receive a mix of cash and stock consideration at closing. It can be presumed that partner capital loans would be paid off as part of the restructuring. From a financial planning perspective, this is a great benefit because capital loans can significantly hinder the wealth effect for many partners if they are not managed appropriately. 

This mixture of cash and stock consideration can be predicated upon many variables such as age, length of service, industry group, and may vary greatly by organization. The cash consideration is to be paid to a partner at closing along with unvested stock units. These units will be assigned different vesting schedules, but usually align with the private equity fund’s projected monetization timeline. 

This structure creates an alignment of interest between the private equity firm, the CPA firm, its partners and all the employees. As the firm grows, creates value, and operates more efficiently, a monetization event will be targeted — typically within five to seven years — during which the stock units would ideally be worth a multiple of what they are worth at the time of closing. 

Note that the timing of monetization and value of shares will be predicated on a variety of factors, including but not limited to:

1. Performance of the underlying asset; 
2. Macroeconomic conditions; and,
3. Capital market activity. 

Potential buyers at that time could be strategic buyers, such as another accounting or professional service firm, or financial buyers, like other private equity firms. 

Overall, the strategic investment activity in this space over the last three years has been encouraging. We believe this presents a significant opportunity for partners of these CPA firms to participate in their firms’ value creation while actively generating earnings, rather than waiting until retirement to reap those benefits. This new partnership structure allows partners to build personal wealth earlier in their careers, enabling longer periods of compounding growth — a concept we are very passionate about. 

We are excited to see our peers, clients, and industry professionals at the forefront of this transformation.

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Accounting

GASB issues guidance on capital asset disclosures

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The Governmental Accounting Standards Board issued guidance today that will require separate disclosures for certain types of capital assets for the purposes of note disclosures.

GASB Statement No. 104, Disclosure of Certain Capital Assets, also establishes requirements and additional disclosures for capital assets held for sale. 

The statement requires certain types of assets to be disclosed separately in the note disclosures about capital assets. The intent is to allow users to make better informed decisions and to evaluate accountability. The requirements are effective for fiscal years beginning after June 15, 2025, and all reporting periods thereafter, though earlier application is encouraged.

The guidance requires separate disclosures for four types of capital assets:

  1. Lease assets reported under Statement 87, by major class of underlying asset;
  2. Intangible right-to-use assets recognized by an operator under Statement 94, by major class of underlying asset;
  3. Subscription assets reported under Statement 96; and,
  4. Intangible assets other than those listed in items 1-3, by major class of asset.

Under the guidance, a capital asset is a capital asset held for sale if the government has decided to pursue the sale of the asset, and it is probable the sale will be finalized within a year of the financial statement date. A government should disclose the historical cost and accumulated depreciation of capital assets held for sale, by major class of asset.

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Accounting

On the move: RRBB hires tax partner

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Suha Uddin

BRIAN BOUMAN MEMORY CREATIO

Suha Uddin was hired as a tax partner at RRBB Advisors, Somerset. 

Sax, Paterson, announced that its annual run/walk event SAX 4 Miler, supporting the Child Life Department at St. Joseph’s Children’s Hospital in Paterson, has achieved $1 million in total funds raised since its inception in 2012.    

Withum, Princeton, rolled out a new outsourcing service offering as part of its sustainability and ESG practice designed to help companies comply with the European Corporate Sustainability Reporting Directive, the mandate requires reporting of detailed sustainability performance as it pertains to the European Sustainability Reporting Standards , effective January 2023.

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Accounting

Armanino takes on minority investment from Further Global

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Top 25 Firm Armanino LLP has taken on a strategic minority investment from private equity firm Further Global Capital Management.

The deal, which closed today, is the latest in the series of investments by private equity in large accounting firms that began in 2021 — but with a key difference, Armanino CEO Matt Armanino told Accounting Today.

“What’s maybe the punchline here — what’s really unique, I think — is that we wanted to focus on a minority investment that allowed us to retain not just operational control of the business, but ownership control of the business,” he said. “Those are some of the guiding principles that we’ve been thinking about over the last number of years, and we felt like if we could accomplish those things strategically with the right partner, it would really be just a home run, and that’s where we think we’ve landed.”

As is common with CPA firms taking on private equity investment, Armanino LLP will restructure to an alternative practice structure, splitting into two independently owned and governed professional-services entities: Armanino LLP, a licensed CPA firm wholly owned by individual CPAs, will provide attest services to clients, and Armanino Advisory LLC, a consulting and advisory firm, will perform non-attest services.

Inside the deal

As have many large firms, Armanino LLP had been looking at private equity for some time.

“We’ve been analyzing the PE trend over the last few years and our discussions with Further Global actually began several years ago, and along the way we confirmed our initial inclination that Further Global would be a great partner for us,” CEO Armanino said.

“We had the opportunity to meet with dozens of leading private equity firms,” he explained. “Ultimately we concluded that Further Global would be the best partner for us based on their expertise in partnering with professional service businesses in particular, and our desire for a minority deal structure.”

Matt Armanino
Matt Armanino

Robert Mooring

While citing Further Global’s “deep domain expertise” in financial services and business services firms, Armanino noted that this would be the PE firm’s first foray into the accounting profession: “This is their first accounting firm deal, and I think they’re only focused on this one at this time.”

An employee-owned PE firm, Further Global invests in companies in the business services and financial services industries, and has raised over $2.2 billion of capital.

Guggenheim Securities LLC served as the financial advisor and sole private placement agent to Armanino LLP, while Hunton Andrews Kurth LLP acted as its legal counsel. Further Global was advised by Pointe Advisory, with Kirkland & Ellis as legal counsel.

“Armanino ranks as high as any CPA firm in the country with the private equity community,” commented Allan Koltin, CEO of Koltin Consulting Group, who has advised Armanino for over two decades. “Their deal with Further Global fit just like a glove. They will keep control and now have the capital structure to compete on the biggest of stages.”

Internally, the Armanino partner group was unanimous in its support for the deal — and in its insistence on only selling a minority stake.

“We’ve had transparent discussions at the leadership level around not only adding an outside investor, but we knew very early on that a minority investment was the best path forward for us, and we were very excited that there was unanimous support from the entire partnership group around that decision,” Armanino said. “This structure is also going to allow the long-term owners and partners of Armanino to maintain full control over our day-to-day operations, and the proud culture that we’ve built.”

“No other firm in the Top 25 has a structure like this, and I think that’s pretty significant,” he added.

Capital plans

The goal of the deal is to give Armanino the capital it needs to take itself to a new level of growth while also addressing some of the most pressing challenges in accounting: investing in technology, pursuing inorganic growth through M&A, and attracting and retaining talent.

The firm has always been tech-forward, and recently has been a major pioneer in artificial intelligence.

“The capital will enable us to fast-track our investments in advanced technology solutions, particularly AI,” said Matt Armanino. “We’ve seen growing desire from our clients to deploy real applications for AI solutions. And while we’ve been at the forefront of automation and AI since the early days, with the development of our AI Lab a few years ago, innovative AI-driven solutions that address our clients’ most urgent challenges remain a top priority for us.”

Beyond technology investments, the firm plans to continue its aggressive M&A strategy, which has brought on 19 acquisitions since 2019.

“Those transactions have allowed us to expand our capabilities and enter into new markets and drive greater value to our clients,” said Armanino. “And we think we can accelerate that now with this capital structure that we have.”

All that M&A has brought the firm a lot of fresh talent, but no firm these days has enough, and that’s a third purpose for the new capital.

“We think there remains a lot of ripe talent across the country out there,” he said. “I think the capital will support our efforts to attract, retain, develop and reward top talent by investing in people who drive our entrepreneurial spirit here at the firm.”

The deal will allow the firm to reward top talent, for instance through equity plans that allow them to extend the firm’s ownership culture beyond the partner group that it has traditionally been restricted to.

“In many cases, for our most senior employees today, there’s not a natural mechanism to align their effort to the success of the firm to the growth of our enterprise value and how that ultimately rewards them,” explained Armanino. “And we are very excited that we have new mechanisms, and plans in place, that are going to allow us to do that very well, and effectively push down the benefits of ownership and that ownership culture to our most senior employees.”

“Finally,” he added, “speaking to our innovative culture — and that’s a big part of our brand — the capital will empower us to say ‘Yes’ more frequently to great ideas, to entrepreneurial ideas and initiatives that truly make a difference for our clients and set us apart as a leader in this industry.”

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