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5.2 – What Should You Look Out For in an Acquisition

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Buying an existing childcare centre can provide a faster entry into the industry, but it also requires careful evaluation. A childcare business is not just a financial asset.  It is also a regulated operation with licensing requirements, government funding structures, and real estate constraints.

Before completing an acquisition, buyers should carefully review several key areas that can significantly affect the risk, profitability, and long-term viability of the business.

This section introduces some of the most important elements to evaluate during the acquisition process.

Financial Statements (Audited vs Non-Audited) #

Financial statements are one of the primary tools used to evaluate the health of a business.

Buyers should review several years of financial statements to understand:

  • Revenue trends
  • Enrollment stability
  • Staff costs and payroll structure
  • Profit margins
  • Operational expenses

Some childcare businesses may have audited financial statements, which have been formally reviewed and verified by an independent accounting firm. Audited statements generally provide a higher level of confidence in the accuracy of the financial information. Audited financial statements are required by the government for those centres that are enrolled under the CWELCC program.

However, many private childcare centres only maintain internally prepared or accountant-prepared financial statements, which are not audited. In these cases, buyers should perform additional verification by reviewing supporting documents such as:

  • Tax filings
  • Payroll records
  • Bank statements
  • Parent billing records

Financial statements should always be analyzed together with enrollment data and capacity, since revenue in childcare businesses is directly tied to the number of licensed spaces and children enrolled.

Lease Terms #

The real estate arrangement is one of the most important elements of a childcare acquisition.

Because childcare centres require specialized facilities and significant renovations, the value of the business is often closely tied to the security of the lease.

Buyers should carefully review:

  • Remaining lease term
  • Renewal options
  • Rent escalation clauses
  • Landlord consent requirements for the sale
  • Responsibility for property taxes, maintenance, and repairs

If the lease has a short remaining term or uncertain renewal options, the buyer may face the risk of losing the location after purchasing the business.

A stable lease with sufficient remaining years and renewal options can significantly increase the security and value of the acquisition.

CWELCC Allocations #

Participation in the CWELCC program can have a major impact on a childcare centre’s revenue model.

Buyers should verify:

  • Whether the centre is currently participating in CWELCC
  • The number of licensed spaces allocated under the program
  • Any restrictions or conditions associated with the funding
  • Communication history with the regional service system manager

CWELCC participation can influence both profit levels and enrollment demand, since many families prefer centres with reduced fees.

It is also important to understand how CWELCC participation will transfer to the new owner. In some cases, the region has a particular process for transferring.

Asset Purchase vs Share Purchase #

Childcare acquisitions can generally be structured in two ways:

Asset Purchase #

In an asset purchase, the buyer purchases the assets of the business, such as equipment, goodwill, and operational systems, while leaving the seller’s legal entity behind.

This structure may allow the buyer to avoid certain historical liabilities associated with the company.

However, additional steps may be required to transfer:

  • Leases
  • Licences
  • Contracts

The CWELCC agreement generally cannot be transferred in an asset purchase transaction. If the business is purchased through an asset purchase, the buyer typically must apply for a new childcare licence with the Ministry of Education under the new operating entity. The centre also needs to reapply for CWELCC participation through the regional service system manager, similar to a newly established centre. Approval is not automatic and will depend on the region’s policies and available CWELCC allocations at the time.

Share Purchase #

In a share purchase, the buyer acquires the shares of the company that owns the childcare centre. This means the buyer takes ownership of the existing corporate entity, including its assets, contracts, and obligations.

Share purchases can sometimes simplify the transfer of certain licenses or agreements, but the buyer also assumes all historical liabilities of the company.

Because of this, share purchases often require more extensive due diligence.  However, CWELCC programs can typically be transferred under share purchase. 

Non-Profit vs For-Profit Structures #

Childcare centres in Ontario may operate as either for-profit businesses or non-profit organizations, and this distinction can significantly affect acquisition options.

For-Profit Centres #

For-profit centres are owned by individuals or shareholders. These businesses can generate profits for their owners and may be bought and sold as private businesses.

Most childcare acquisitions involve for-profit centres.

Non-Profit Centres #

Non-profit childcare organizations operate under a board of directors and do not have owners in the traditional sense.

Because of this structure:

  • Non-profit centres generally cannot be sold as businesses
  • Surpluses must be reinvested into the organization
  • Governance is controlled by the board

However, some government programs and regional funding priorities may favor non-profit childcare expansion, which can make it easier for non-profit organizations to receive support or CWELCC space allocations in certain situations.

For operators focused on building a sellable business asset, the for-profit model might be more appropriate.

Key Takeaway #

Acquiring a childcare centre involves more than simply agreeing on a purchase price. Buyers must carefully evaluate multiple dimensions of the business, including:

  • Financial performance
  • Real estate security
  • Government funding participation
  • Transaction structure
  • Corporate ownership model

Understanding these factors early in the process can help buyers avoid costly surprises and make more informed acquisition decisions.

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