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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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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
17 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
9 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
9 min read

FASB ASU 2025-07: The New 'Own Operations' Derivative Scope Exception for ESG-Linked Debt, Earnouts, and Customer Warrants

FASB's ASU 2025-07 adds an ASC 815 scope exception for non-exchange-traded contracts whose payoff depends on a party's own operations — ESG-linked interest rate step-downs, M&A earnouts, regulatory and product milestones, change-of-control triggers — and routes warrants received from customers through Topic 606 instead of derivative accounting. Effective for annual periods beginning after December 15, 2026, with early adoption permitted.

Mike Thrift

financial-reportingcomplianceaccounting
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