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#mergers-and-acquisitions

Mergers and Acquisitions

Accounting guidance for business acquisitions, goodwill, purchase price allocation, and deal structuring

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13 min read

Section 1234A and Termination Payments: Why a Forfeited Deposit or Canceled Purchase Option Gets Capital, Not Ordinary, Treatment

Section 1234A treats gain or loss from the cancellation, lapse, or termination of a right in capital-asset property as capital — so a forfeited earnest-money deposit is usually a short-term capital loss, a lapsed option premium is short-term capital gain, and a merger break fee is a capital loss capped at $3,000 of ordinary income per year for individuals. Services contracts, Section 1231 business property, and debt retirements fall outside the statute and stay ordinary.

Mike Thrift

taxcapital-gainscontracts
12 min read

Bulk Sale Notices and Successor Liability: How Asset Buyers Inherit the Seller's Tax Debts

An asset purchase does not automatically leave the seller's unpaid state taxes behind. State bulk sale statutes make the buyer liable unless notice is filed before payment or possession — New York requires Form AU-196.10 by registered mail 10 days ahead, California requires a CDTFA clearance certificate rather than escrow alone, and Illinois and Pennsylvania extend successor liability to income taxes. Here are the clearance rules, the non-tax liabilities that ride along, and a seven-step checklist to run before closing.

Mike Thrift

business-acquisitionbuying-a-businesssales-tax
10 min read

Selling Your Vet or Dental Practice to Private Equity? Your State May Now Get a Vote — and Your Books Will Get an Audit

Veterinary and dental practice owners weighing a private-equity sale in 2026 face new state transaction-review rules in New York and California, MSO/PC deal structures that regulators now read closely, and diligence that reprices adjusted EBITDA add-back by add-back. This guide covers the disclosure obligations, how cash, rollover, earnout and work-back slice the headline multiple, and the bookkeeping cleanup that protects your price.

Mike Thrift

healthcarebusiness-exitbusiness-valuation
11 min read

Stay Bonuses That Actually Keep People: How to Structure Retention Agreements Without Overpaying or Under-Withholding

A stay bonus agreement pays a key employee to remain through a fixed date, usually 10% to 30% of base salary as a lump sum or milestone installments. This guide covers when a retention bonus beats a raise, how to size it against replacement cost, the terms a written agreement needs (forfeiture carve-outs, clawback limits, who pays in a sale), and the payroll rules that apply, including the IRS flat 22% supplemental-wage withholding, FICA, and state supplemental rates.

Mike Thrift

compensationpayrollwithholding
10 min read

Lowe's Q2 FY2026 Earnings: $26 Billion of Sales, but Acquisitions Did 90% of the Growth

Lowe's posted $25.96B in Q2 FY2026 revenue, up 8.3%, but net earnings were flat at $2.40B and operating margin fell 81 basis points. Acquired businesses supplied about 90% of the sales increase while Retail Home Improvement grew just 0.8% and comparable sales rose 0.2% — the full income statement and balance sheet reconciled in a public Beancount ledger.

Mike Thrift

open-ledgerfinancial-reportingfinancial-analysis
10 min read

Starbucks Q3 FY2026 Earnings: 7.9% Comp Growth Behind a Revenue Decline

Starbucks reported $9.32B of Q3 FY2026 revenue, down 1.4%, while global comparable-store sales rose 7.9% and net earnings nearly doubled to $1.05B. Moving China retail into a licensed joint venture removed roughly $780M of consolidated revenue, and a $536.3M divestiture gain accounted for more than the entire year-over-year increase in net income — the full income statement and balance sheet reconciled in a public Beancount ledger.

Mike Thrift

open-ledgerfinancial-reportingfinancial-analysis
16 min read

The Silver Tsunami Is Here: How to Buy or Sell a Business in the $5 Trillion Great Ownership Transfer

About 6 million U.S. small and mid-sized businesses will change hands by 2035 as baby boomer owners retire, and McKinsey estimates more than 1 million of those are sellable, representing up to $5 trillion in enterprise value — yet only about 35% of owners have a succession plan. This guide covers the three-year seller timeline, how valuation multiples of 2x to 4x SDE are earned, SBA 7(a) and seller-financing structures for buyers, due diligence, and the bookkeeping habits that separate a sellable business from one that quietly closes.

Mike Thrift

succession-planningbusiness-exitbusiness-valuation
11 min read

How Small Businesses Are Actually Priced in 2026: SDE Multiples, Explained Before You List or Buy

Main street businesses are priced as Seller's Discretionary Earnings times a multiple — an all-sector average of 2.57x, ranging from 1.39x for dollar stores to 4.99x for car washes. Here is how SDE is calculated, which add-backs survive buyer diligence, why the multiple ladder moves, and how 2026 SBA lending rules reshape deal structure.

Mike Thrift

business-valuationbuying-a-businessbusiness-exit
6 min read

Your Payroll Provider Now Wants to Handle Your State Registrations Too — Here's Why That Matters

Gusto's acquisition of compliance-automation platform Mosey signals that multi-state registration is becoming a payroll-provider feature. Small businesses under 50 employees spend about $14,700 per employee per year on regulatory compliance, and a first hire in a new state triggers foreign qualification, withholding and SUTA accounts, workers' comp, and new-hire reporting — each with its own agency, deadline, and penalties.

Mike Thrift

payrollcompliancemulti-state-tax
8 min read

Tax Liability Insurance in Small Business M&A: How to Close a Deal With a Known Tax Risk

Tax liability insurance transfers one specific, identified tax risk — an invalid S-corp election, a Section 382 NOL limit, QSBS eligibility — to an insurer instead of a price cut, escrow, or seller indemnity. Premiums run 2–5% of the insured limit, underwriting takes two to four weeks, and most carriers want exposure above roughly $1 million. Here's how it works and when to raise it before a closing deadline.

Mike Thrift

mergers-and-acquisitionsinsurancetax-planning
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