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Good.

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and by the way, it's easy to edit anything.

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So yeah, I can go through and cut stuff out.

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So yeah, it'd be great if you could just start by introducing yourself and telling me a
little bit about your background.

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So I'm Cindy Anderson and I am a certified public accountant in the United States, but I
wasn't exactly cut out to do public accounting.

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So I really went more toward the consulting side and mergers and acquisitions.

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And so I've spent the last 30 years of my career helping businesses either prepare to be
sold or to prepare to buy.

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So I run a company called Think Strategy and our role is to support companies that are
getting themselves ready to be sold or getting ready to expand and grow and buy.

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And how do you do that both organically and through acquisition?

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So my specialty is really helping get the most value for your business and helping them
along that path, the business owners.

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firm solely focused on preparing a business for sale or either helping them acquire or do
you provide other CPA services?

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We don't.

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We provide managed services, which is unique in the &A world in that we do help our
clients.

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Many times they don't have the accounting resources or sophistication that you might need
to do a transaction.

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So we have a group of CPAs and IT professionals, HR professionals that do work on our team
to help our clients get ready for the things that they need or.

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Let's say they have someone leave and they're in the middle of an acquisition.

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can jump in and help them be like a quasi CFO or something like that.

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But we really focus more on helping them prepare rather than the other.

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don't do tax returns and things like

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Okay.

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Yeah.

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I mean, it's, it's really interesting because I think I've done nearly 50 episodes of this
now.

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And when you sort of ask people what they can do to better prepare their business for a
sale, pretty much always the first thing people say is kind of clean financial records.

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So

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the biggest challenge.

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Yeah, it is.

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And you know, in understanding what the buyer wants from them.

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I know I think one of the big challenges Barnaby is that many times you'll have financial
statements that are fine for you to prepare a tax return or you know, we have a client

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right now that's actually selling that has operations in the US and in Europe and each
entity has a special tax situation, right?

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And

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just understanding what are gonna be the challenges for the tax component of this.

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Although we don't do tax returns, we have a lot of that experience and we can work with
their tax preparers to say, these are the challenges we're gonna have in Budapest.

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These are the challenges we're gonna have in England or in the US or whatever.

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And so I think that

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The basic understanding before you go to market as a business owner gives you a tremendous
amount of confidence that when someone asks you a question, you're going to know when not

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to answer and when to answer, which is one of the biggest parts of the financial piece is
knowing when to say something and when to wait and let the data tell the story.

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So when do you get involved?

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So say it's a business that's looking to sell, when do you kind of get involved?

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are, is there then other sort of other &A advisory people involved with the deal as well
or kind of who else do you typically kind of work

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Yeah, so it's a good question.

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We love to be able to work with firms for years before they decide to sell just if they
feel like they have, for example, many times an entrepreneur is the face of the

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organization.

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They're the ones that are out there selling, selling, selling, selling.

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Well, when you go to sell that, unless you're willing to stay with the buyer, that's going
to be a problem if you're the only one out there selling, if you're the only one with that

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name.

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So we need enough time.

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Usually two years is nice.

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to be able to kind of start transitioning the brand from being an entrepreneurial led
brand to more of a brand that's gonna be able to sell without the entrepreneur having to

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stay forever and ever and ever.

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There's a strategy behind that.

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You we've worked with companies though that call us and say, hey, we've got a buyer and we
need to hire you to come in and get us ready.

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And we need to do this immediately.

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Ideally though, we help you identify what kind of buyer you want to though.

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Having a couple of years to be able to say, okay,

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We want to sell for this value.

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We want to, don't want to have to work more than two years for the buyer.

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I don't want to have work with the buyer at all or what have you, but also just to be in
the driver's seat to what kind of buyer do you want to sell to?

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Is it private equity?

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Is it another company similar to you?

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Is it a larger organization that has, this would be a component of a division or something
like that?

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A lot of small companies particularly think they don't have those choices, but they really
do.

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It's just a matter of understanding more about how to sell your

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So I mean, I think that's a really good point.

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Sorry.

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no, no, sorry.

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The other question you asked us about the other advisors, know, typically there's a tax
advisor on the client's team.

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There's typically a, an attorney on the other side.

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and so it's usually us with those two, maybe a bank, if we're looking at an acquisition
and there's some leverage that's involved or something like that, maybe there's a, you

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know, a VC

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capital play, you know, could be a lot of different ways that we approach this based on
who the buyer seller

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And when it comes to taking a business, you kind of do that work to identify a buyer, but
when it comes to taking it to market, will you then work with a broker or will you do that

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kind of outreach to potential acquirers?

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We actually broker deals if they're in the professional services space.

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But if it's the space where we're not as versed or we don't have the network, then we'll
work with another broker.

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And I'll give you an example.

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I would say 99 out of 100 of our deals, we're able to broker.

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We do a lot in professional services.

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So anything related to technology, engineering,

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that sort of thing.

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But if it has a manufacturing component, for example, we've had a client that we helped
them with their strategy.

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built, we got them to the valuation they were looking for and they were ready to sell.

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But in their particular case, they had a manufacturing that isn't our network.

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So we brought in a broker and said, hey, this is the broker we'll use for this because
they know the landscape.

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What we want is to help our client get the best deal.

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And so we look at whether or not we can broker that or

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we need to bring someone else in.

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Yeah.

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So I think you mentioned earlier on about the kind of how involved founders can be in
businesses and how important it is to get them to sort of transition away from being

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involved with absolutely everything.

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And I've had some experience of this and some people just really like they really cling on
and you know, they are just the sort of center, you know, they're the center, they're the

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face of the business for the clients, but they're also involved

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you know, managing all of the employees and involved with every single project and, and,
how, how, how do you kind of work with someone to get them to let go?

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Yeah, even sometimes we'll hear the seller want to sell themselves even to a buyer.

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You know, well, I bring in all the work.

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I'm the one who, you know, and you're sitting there going, don't say that.

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If it's true, it's true.

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And they're going to figure that out and do diligence anyway.

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So be forthright.

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I'm always about that.

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But at the same time, the best option is to help the entrepreneur understand that,
especially if you have a team, let's say of 10

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You can't be doing it by yourself.

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You must be using those other resources.

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So really trying to build up the strengths and the opportunities within those resources is
where you want to go.

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You don't want to sell yourself.

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You're proven.

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You built a business.

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You started it.

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You brought in the sales.

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No buyer needs to be convinced that you're good at what you do if they're interested in
buying your business.

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It really needs to be about the team.

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So what we try to work with the entrepreneur is to help them understand that selling the
unit.

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is better than selling yourself.

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Selling the team, selling the group, letting the team take on more of a role before you go
to market.

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Having your clients, for example, if you can have your team have close relationships with
your client, which many entrepreneurs don't, they keep that relationship very tight with

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themselves.

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The challenge with that is you can't scale that way and you can't sell that way unless
you're willing to stay.

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So you've really got to think through how do you do

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without worrying about the risk that that person's gonna run away with your client or
whatever.

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There are ways to deal with that.

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But I think it's one of the biggest issues with entrepreneurs getting the best value for
their business is they negotiate themselves into an employment agreement instead of an

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acquisition of their business.

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Yeah.

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And I think actually that act like that exercise ends up giving the entrepreneur a much
easier life anyway.

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And it actually gives them a lot more options.

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Cause if the business does then start to sort of run with without their involvement, then
suddenly they think, well, actually you could just put an MD in or you could cut your

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working hours or, you don't have to sell it.

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You don't have to sell it.

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We do feasibility studies all of the time where where entrepreneurs will say, hmm, I would
rather I remember this one guy, you know, he had a company.

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This is probably more than 15 years ago, but his company was making a 4 % margin.

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He was doing he was making a nice living.

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It was making a nice salary.

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and all of that.

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So he was fine.

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It matched his lifestyle.

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But when he was thinking about selling it, he really looked at the business, brought us in
to really do a hardcore look at how could the business.

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Well, we realized immediately that your EBITDA is like three times lower than it needs to
be because of the way that they were managing their business and their finances.

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within a year, we had the margins up to 9%.

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Um, for four is better than, know, that's good.

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It still needed some movement, but for their business, that was actually not a bad margin
compared to their competitors.

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And it was a very solid recurring business with very little risk.

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And he soon realized that he could make way more money, really just staying in it for the
next five, 10 years and letting other people run it and then selling it for a much higher

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multiple.

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And so that's what he did.

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And he did really well on the end because it was probably worth three or four times what
he would have sold it for, within a very short period of time.

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And it was mainly because he allowed his team to really take charge.

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And he was really more of the chairperson overseeing it and less engaged in the day to
day.

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It doesn't work for everybody, but there are instances where it works really

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I'm also interested in the idea of, know, sellers discretionary earnings, like the way you
look at the accounts and the way a seller pays themselves.

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just, I guess also kind of the way that they think about the company.

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And I've come across this quite a few times when I've been looking at deals is that the
founder finds it hard to sort of differentiate themselves from the company and the money

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in the company from their money.

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and what the real EBITDA is, and how much they've been paying themselves.

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And yeah, I've come up against that quite a lot.

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And I just wonder whether what your experience of that is and how you sort of get someone
to understand.

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It definitely is something that we come up on a lot.

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call it, the first question I'll ask is now tell me, is yours a lifestyle business or do
you really have it as a separate business from your personal life?

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It's the first question I want to know before I even propose on the project, because it
just helps me understand what our obstacles are going to be.

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Because so many times people will say, it's a business, but yeah, mean, you

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I might give myself a little bonus here, bonus there if I'm getting ready to go on
vacation or I may do this and they kind of, well, pays for my car and it pays for my club.

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It pays for all these things.

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So when we're looking at it, what we tell them is we're going to run this as if we're
replacing you.

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What would the company spend if we brought in a professional CEO didn't have any
ownership?

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What would their compensation be?

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Because we're going to make adjustments on your EBITDA based

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So if you're sitting here and you're running every personal expense through the business
and in the future, that's not going to be the case.

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Then we're going to add those things back to your EBITDA, which is great.

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The problem is in the future, you can't ask the buyer to pay you for that because we just
took it out of how you valued.

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And so I feel like the biggest challenge is when the seller says, well, I make $300 ,000 a
year right now and you're only offering me 200 ,000.

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Well,

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Probably because for what your size company is that is the amount that a CEO or president
should be paid that you're paying yourself More because you can which is fine, but now

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we're gonna put you on incentives You only get more if you earn more It's not gonna be
just because you own the company because you won't you're getting paid for that value

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today So I really try to help the owner understand they

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separate themselves from the business and their mindset has to be this is what your salary
is most likely going to be and these are most likely going to be your incentives.

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This is what you've been doing and that's great.

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And if you want to leave that in there as your salary more than it's going to reduce your
value.

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So how do you how do you want to play

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I think it's such a sensible thing to do.

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And I think you're just, you're far better off to, you're, you're far more likely to get
off to a better start with a potential acquirer.

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Cause I've, there's a quite a big brokerage in the U S who I won't name, but they do quite
a lot of, media and agency businesses and stuff like that.

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the, their valuations are on the sort of,

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information men around them that you get kind of look pretty reasonable.

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know, they're kind of three times EBITDA for a small agency, but the ad backs that they
put in are just like completely ridiculous.

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You know, it's just stuff like, you know, we have an office, but we could go remote.

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So we've just stripped out the office costs for the last three years, you know, and yeah,
and it just, it's just not, it's just not a great starting point.

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because then you already feel like you have to have this kind of stupid argument about
whether or not they have it.

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But you do have an office.

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You have an office.

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No, 100%.

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Absolutely.

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Plus, I think you have to look at it too.

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Like if you were buying this, I tell clients all the time, if you were buying this, you're
a smart business person.

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If you were buying this, what would be acceptable to you?

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And it really helps if we can do that before we ever have a buyer, because then we already
go through it.

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We're coming from a position of

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We've already gone through and this is how we were running through the business, but we've
made some changes and this is how we've done it and this is why.

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And then all of a sudden the buyer looks at it goes, I can work with you.

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You're sensible.

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You've thought through this already.

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These are the things we thought we'd have to convince you to do.

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And you're already telling us this is what we need to do.

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It just puts you in a position to, know, many times when you're purchased, we think that
there's an exit.

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I'm going to retire.

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And for a lot of people, that's true.

204
00:16:34,367 --> 00:16:35,528
But for some

205
00:16:35,692 --> 00:16:46,578
They may want a new opportunity in the new organization to be, you know, more than what
they are today in a smaller organization in some way professionally.

206
00:16:46,578 --> 00:16:49,860
So you have to think about what your motivations are too.

207
00:16:50,280 --> 00:16:56,764
When you're thinking about how to align your business, what is it that you want for your
career post transaction?

208
00:16:56,764 --> 00:17:02,107
Is it retirement or is it a potential new opportunity within this larger group?

209
00:17:02,748 --> 00:17:03,510
Because that's

210
00:17:03,510 --> 00:17:07,318
really going to help you show up differently to the buyer.

211
00:17:08,078 --> 00:17:20,507
And how, from a sort of project management point of view, like how do you kind of prevent
things like deal fatigue, you know, things dragging on forever and ever?

212
00:17:20,507 --> 00:17:24,410
And have you seen deals fall apart as a result of

213
00:17:25,552 --> 00:17:26,603
time kills deals.

214
00:17:26,603 --> 00:17:30,606
You know, we've all heard that a million times and I think it's absolutely true.

215
00:17:30,606 --> 00:17:39,764
I think the key thing is when we broke our deal, we're really adamant to go to agree and
align on a schedule.

216
00:17:39,864 --> 00:17:42,066
This is our schedule for due diligence.

217
00:17:42,066 --> 00:17:44,068
This is our schedule for legal documents.

218
00:17:44,068 --> 00:17:45,609
This is our schedule for each one.

219
00:17:45,609 --> 00:17:47,130
This is our potential closing date.

220
00:17:47,130 --> 00:17:49,452
We're going to work toward that date.

221
00:17:49,516 --> 00:17:58,679
Because my experience is that when there's ambiguity about when we're going to close or
how long things take, many times they drag on and on and on.

222
00:17:58,679 --> 00:18:08,983
And the more they drag on, the more we're just pontificating versus deciding and moving
forward, the more likely the deal is going to fall apart because people just move on to

223
00:18:08,983 --> 00:18:09,863
the next thing.

224
00:18:09,863 --> 00:18:12,264
Something else happens or...

225
00:18:12,342 --> 00:18:12,932
whatever.

226
00:18:12,932 --> 00:18:23,885
So I'm really adamant that if you really want to make this deal happen, once you sign that
letter of intent or term sheet or whatever, to move into the due diligence phase, it needs

227
00:18:23,885 --> 00:18:29,037
to be really clear what the timeline is and what the for both sides are.

228
00:18:29,037 --> 00:18:38,219
I think the other thing is so many people think, well, if I just hold out for a little
while, I can talk to more people and I might find an even better buyer.

229
00:18:38,319 --> 00:18:40,040
And I think that

230
00:18:40,546 --> 00:18:48,029
That's a really dangerous way to, if you're serious about talking with someone, you can't
leave them on the hook like that.

231
00:18:48,029 --> 00:18:51,701
You might be able to do it for a month or two, but you can't do that for very long.

232
00:18:51,701 --> 00:19:01,295
So that's another reason to go for like a professional, I'm going to put myself on the
market because then you talk to a lot of different buyers upfront before you make this

233
00:19:01,295 --> 00:19:01,715
choice.

234
00:19:01,715 --> 00:19:08,104
So you're not feeling like you need to continue talking to more because you feel like this
one is the one that's narrowed down.

235
00:19:08,104 --> 00:19:18,293
to possibly be the best buyer for all of your needs, whether it's value needs or how
they're gonna approach the business post transaction or whatever it is that matters to

236
00:19:18,293 --> 00:19:19,064
you.

237
00:19:19,608 --> 00:19:31,514
Do you find that there's often with founders, there's quite a lot of sort of uncertainty
or sometimes a lack of being able to like decide whether they actually want to sell it or

238
00:19:31,514 --> 00:19:32,275
not.

239
00:19:32,275 --> 00:19:35,058
So they sort of go into the process and then flip

240
00:19:36,362 --> 00:19:46,839
Yes, we see that a lot, particularly, you know, one of the reasons I like to work with
folks a year or two or more before they want to sell is to make sure they actually want to

241
00:19:46,839 --> 00:19:53,143
sell, to really look at the feasibility of all their options and really what meets their
needs.

242
00:19:53,143 --> 00:19:54,124
it internal?

243
00:19:54,124 --> 00:20:02,149
Is it, you know, some sort of employee stock buyout through an option plan or an ownership
plan or something like that?

244
00:20:02,630 --> 00:20:06,172
Is there, you know, just another way?

245
00:20:06,320 --> 00:20:16,568
that would be preferable to you or you really going to go all in on that third party sale
because if you're going to go in on the third party sale, you have to be mindset for that.

246
00:20:16,568 --> 00:20:22,952
You're going to hear things about your business that are going to make you feel like, man,
I should have known that I'm embarrassed.

247
00:20:22,952 --> 00:20:26,405
It's part of the process and you shouldn't feel that way.

248
00:20:26,405 --> 00:20:31,989
They wouldn't be interested in you if you hadn't built something good, but they're still
going to find the things that they want to change about it.

249
00:20:31,989 --> 00:20:34,104
So it's a harrowing process.

250
00:20:34,104 --> 00:20:43,409
So many times people say they want to sell because they think of the dollar, they get at
when they start getting into the hard questions, they really don't want to do this.

251
00:20:43,409 --> 00:20:45,480
They want to keep doing what they're doing.

252
00:20:45,480 --> 00:20:47,252
They just want to monetize it.

253
00:20:47,252 --> 00:20:51,134
And there are other ways to monetize versus just a sell.

254
00:20:51,134 --> 00:20:58,758
So I think that that's something that people have to get really clear about when they go
to sell, they have to be all in.

255
00:20:59,619 --> 00:21:02,560
Really be all in, or you're going to waste a lot of time and money.

256
00:21:04,132 --> 00:21:07,876
the sort of dollar signs as well that come up.

257
00:21:07,937 --> 00:21:15,606
How often do you find a sort of seller goes into it with an unrealistic expectation of
what their business is worth?

258
00:21:16,952 --> 00:21:19,412
Oh, many, many times, right?

259
00:21:19,412 --> 00:21:20,252
On both sides.

260
00:21:20,252 --> 00:21:22,472
Sometimes it'll be, well, it's not really worth anything.

261
00:21:22,472 --> 00:21:27,032
really, don't even know for sure why they told me I should talk to you because I can't
sell this.

262
00:21:27,032 --> 00:21:27,932
I mean, you know, whatever.

263
00:21:27,932 --> 00:21:31,412
And then you're, then they sell it for, you know, $10 million.

264
00:21:31,412 --> 00:21:35,012
And all of a sudden it's like, oh, I didn't realize I had any value in here.

265
00:21:35,012 --> 00:21:38,272
I've got 10 million or 5 million or 2 million or whatever the answer is.

266
00:21:38,272 --> 00:21:43,952
And then there are other times when they think they're worth 50 million and they're
absolutely not.

267
00:21:44,072 --> 00:21:46,466
And they don't think about taxes.

268
00:21:46,466 --> 00:21:48,178
They don't think about the net effect.

269
00:21:48,178 --> 00:21:57,856
They don't think about the closing down of the business if it's an asset purchase versus
the equity transaction and what that might look like and how I'm structured and what the

270
00:21:57,856 --> 00:21:59,587
impact is going to be there.

271
00:21:59,587 --> 00:22:02,340
What are my reps and warranties that I'm signing on for?

272
00:22:02,340 --> 00:22:04,261
How long am I signing on for them?

273
00:22:04,261 --> 00:22:09,095
All those sorts of things people don't think about when they're just looking at the
dollars.

274
00:22:10,038 --> 00:22:16,163
But later on when you start saying, I have to rep this and if something comes back, I may
have to give some of those dollars back.

275
00:22:16,163 --> 00:22:18,224
What's the likelihood that that's gonna happen?

276
00:22:18,224 --> 00:22:28,112
Just knowing all of that and understanding the true impact of it, not just the financial,
but the other risks that may play into this.

277
00:22:28,112 --> 00:22:32,685
It could delete financial risks, but it also could just lead to people leaving.

278
00:22:32,785 --> 00:22:36,407
Maybe for example, we see a lot of deals with smaller entities

279
00:22:36,588 --> 00:22:45,134
their stay bonuses for certain people or the seller gets some sort of incentive for making
sure the staff stays in place.

280
00:22:45,174 --> 00:22:47,816
And when that doesn't happen, it affects the deal.

281
00:22:47,816 --> 00:23:01,536
But usually valuation of the company is where we really have to help people understand
that just because you're making a lot of money out of your business, your recurring annual

282
00:23:01,536 --> 00:23:03,768
revenue may not look the same.

283
00:23:03,768 --> 00:23:04,728
going forward.

284
00:23:04,728 --> 00:23:08,468
That's usually where we see the biggest is like, oh, I'm making a million dollars a year.

285
00:23:08,468 --> 00:23:11,048
And so when I sell it, I have to make at least a million dollars a year.

286
00:23:11,048 --> 00:23:17,928
Well, if they give you 10 million upfront, they're not going to give you a million dollars
a year unless you're doing something to earn a million dollars a year.

287
00:23:17,928 --> 00:23:24,808
So that is definitely one of the biggest conversations we have early on is expectations.

288
00:23:24,822 --> 00:23:25,843
Yeah, it's interesting.

289
00:23:25,843 --> 00:23:34,659
Like you mentioned, if it's an asset purchase that you have to wind down that existing
business, like that's just, that's just a sort of, it's a legal process essentially.

290
00:23:34,659 --> 00:23:39,713
But I guess some people like find that emotionally like quite difficult.

291
00:23:39,713 --> 00:23:46,708
And, and I guess that's, yeah, that's my next question really is like, does it, how does
selling a business affect people emotionally?

292
00:23:48,652 --> 00:23:52,755
Well, for most entrepreneurs, the business is a baby.

293
00:23:52,876 --> 00:24:00,122
It's like a child that you've raised from inception to now and you're letting your baby
go.

294
00:24:00,122 --> 00:24:03,165
So there's all of the emotions that come with that.

295
00:24:03,165 --> 00:24:07,389
When many entrepreneurs, you hire every single person that works for you.

296
00:24:07,389 --> 00:24:09,551
You've seen them grow up in the business.

297
00:24:09,551 --> 00:24:15,146
Sometimes you've been partners with that person forever and you can't imagine what life
would be like.

298
00:24:15,146 --> 00:24:15,736
I mean,

299
00:24:15,736 --> 00:24:26,416
It's just a, it's very personal for most of us because we eat, breathe, sleep, and study
our businesses on a daily basis, seven days a week, 24 hours a day.

300
00:24:26,416 --> 00:24:29,296
It doesn't leave you when you own something.

301
00:24:29,296 --> 00:24:38,676
And so I think part of the emotional process is being just like when your child leaves the
nest to go off to whatever life is taking them.

302
00:24:38,776 --> 00:24:45,556
You have to be able to let go and you have to be, you know, I always tell people

303
00:24:45,720 --> 00:24:51,205
in the pride of knowing you built something and let that kind of seep in.

304
00:24:51,205 --> 00:24:59,112
Be proud of yourself because another, I think, psychological component of all this is
feeling like you could have done more.

305
00:24:59,112 --> 00:25:01,875
Most entrepreneurs never feel like they've done enough.

306
00:25:01,875 --> 00:25:06,328
And so they beat themselves up at probably what should be one of the most exciting times
of their lives.

307
00:25:06,328 --> 00:25:07,449
This is why you built it.

308
00:25:07,449 --> 00:25:08,450
This is why you did it.

309
00:25:08,450 --> 00:25:10,062
You're getting this big payday.

310
00:25:10,062 --> 00:25:12,824
getting, you helped all these people.

311
00:25:12,940 --> 00:25:16,061
come into the workforce and you've trained them and developed them.

312
00:25:16,061 --> 00:25:23,945
And so instead of looking at it from, wow, that's really cool, we tend to beat ourselves
up because that tends to be the driver.

313
00:25:23,945 --> 00:25:26,866
It's never good enough or never there.

314
00:25:26,866 --> 00:25:30,698
So we try to help them just see, hey, pat yourself on the back.

315
00:25:30,698 --> 00:25:32,208
This is pretty amazing.

316
00:25:32,208 --> 00:25:39,372
And the opportunity that you're giving your team and everyone else in this new opportunity
can be really amazing too, but you have to let go.

317
00:25:39,372 --> 00:25:40,704
You have to give it

318
00:25:40,704 --> 00:25:43,506
and let it be its own thing from that point forward.

319
00:25:44,416 --> 00:25:48,338
I guess that leads on to my next question really, which is about integration.

320
00:25:48,338 --> 00:26:01,815
I guess just from the founder perspective again, from quite a lot of the interviews I've
done, people find that transition quite hard because you go from being master of your own

321
00:26:01,815 --> 00:26:05,617
destiny and then suddenly you've got a boss.

322
00:26:05,677 --> 00:26:10,019
It works for some people, for a lot it's very challenging.

323
00:26:10,980 --> 00:26:14,082
What can you do to prepare people for that and

324
00:26:14,424 --> 00:26:16,363
help them through it when it happens.

325
00:26:17,560 --> 00:26:27,724
Well, one of the things that I highly recommend is that the buyer really get involved in
planning the integration with the seller during the due diligence.

326
00:26:27,745 --> 00:26:34,808
I always feel like you should, due diligence is one thing and the attorneys and the
accountants and all those other people are gonna be going through due diligence.

327
00:26:34,808 --> 00:26:42,752
But there's another side to the transaction aside from the legal documents and all of that
is how are we gonna exist day one?

328
00:26:42,752 --> 00:26:43,992
How are we gonna,

329
00:26:43,992 --> 00:26:48,292
What does it look like 90 days out, six months out, one year out?

330
00:26:48,652 --> 00:26:53,192
When I sold my CPA firm, I did not do that.

331
00:26:53,592 --> 00:26:56,252
And I learned the most valuable lessons.

332
00:26:56,252 --> 00:27:03,112
I was very lucky that my buyer was wonderful, but I didn't even know where I was going to
sit day one.

333
00:27:03,112 --> 00:27:06,132
didn't know technically who I reported to.

334
00:27:06,132 --> 00:27:08,992
didn't really, I didn't know some basic things.

335
00:27:08,992 --> 00:27:13,432
And that was a really big lesson for me because I've always been kind of, I,

336
00:27:13,718 --> 00:27:16,470
I like change, so it was exciting for me.

337
00:27:16,470 --> 00:27:23,934
But I realized that was really hard on my team for me not to be able to answer certain
basic questions about what I was gonna do.

338
00:27:23,934 --> 00:27:27,576
We had a real clear idea of what the staff was gonna do, but not me.

339
00:27:27,896 --> 00:27:32,209
And so I had a personal lesson in how ridiculous that is, right?

340
00:27:32,209 --> 00:27:35,501
You need to know, like, what do you expect of me?

341
00:27:35,501 --> 00:27:36,762
Who am I gonna work with?

342
00:27:36,762 --> 00:27:38,353
Who do I report to?

343
00:27:38,353 --> 00:27:40,724
How does that, what are some things

344
00:27:41,036 --> 00:27:43,917
you're going to expect of me after the first year.

345
00:27:43,917 --> 00:27:51,659
For example, many times the name of my organization may stay in place the first six months
or so for a transition of brand.

346
00:27:51,659 --> 00:27:58,222
I have to be part of letting the new brand take over and what is going to be expected of
me there.

347
00:27:58,222 --> 00:28:00,502
I think those are critical to the integration plan.

348
00:28:00,502 --> 00:28:06,232
And when we represent a buyer, we require them to do strategy sessions with the seller.

349
00:28:06,232 --> 00:28:14,812
because we feel so strongly that those strategy sessions are the difference between
success and failure in an M &A transaction.

350
00:28:14,912 --> 00:28:26,572
Because if we all agree this is what's gonna happen day one, 90 days, six months, one
year, two years, nobody's surprised when you're not the team that normally has reported to

351
00:28:26,572 --> 00:28:28,932
you, no longer reports to you after six months.

352
00:28:28,932 --> 00:28:30,732
You don't have those resources anymore.

353
00:28:30,732 --> 00:28:32,152
You knew that was coming.

354
00:28:32,152 --> 00:28:34,122
You have to be prepared for

355
00:28:34,122 --> 00:28:42,238
And you have to be part of the solution to make it happen, not part of the holding it back
to keep it like it was.

356
00:28:42,299 --> 00:28:44,480
I think that's really critical.

357
00:28:45,486 --> 00:28:59,078
Another sort of thing that people say a lot about selling a business is, that you should
always be sort of comfortable with the down payment and not expect the earn out.

358
00:29:00,579 --> 00:29:13,120
So yeah, how often have you seen people successfully complete their own outs versus how
often have you seen the missed targets or, or, or just end up leaving for whatever reason?

359
00:29:14,252 --> 00:29:18,475
Yeah, you know, I'm not a huge fan of earnouts.

360
00:29:18,475 --> 00:29:22,307
I don't think anyone who represents one side, you know, is a huge fan.

361
00:29:22,307 --> 00:29:27,221
Obviously on the buyer side, they're nice because it takes a lot of the risk out.

362
00:29:27,221 --> 00:29:31,864
But my experience and I do a lot of work in the professional services space.

363
00:29:31,864 --> 00:29:36,927
So a lot of most of my clients are selling time, you know, professional expertise.

364
00:29:37,068 --> 00:29:43,798
And so we have had a lot of success with our clients hitting the earnouts.

365
00:29:43,798 --> 00:29:46,890
But it's really based on how they're calculated.

366
00:29:46,890 --> 00:29:58,697
Where we've seen them be unsuccessful, and we've seen a lot of unsuccessful earnouts too,
where we see them be unsuccessful is when there's not a clear direction of how that

367
00:29:58,998 --> 00:30:00,999
earnout is gonna be won.

368
00:30:00,999 --> 00:30:02,840
How is it gonna be met?

369
00:30:02,840 --> 00:30:09,304
There has to be a contribution by the buyer and the seller to make that

370
00:30:09,428 --> 00:30:13,111
And so what commitments does the buyer make to help you get there?

371
00:30:13,111 --> 00:30:25,641
So for example, if we've been doing an average EBITDA of a million dollars and they want
the EBITDA to be two million dollars within five years, then there has to be a really

372
00:30:25,641 --> 00:30:30,325
clear direction from all parties of what it's going to take to get us there.

373
00:30:30,325 --> 00:30:36,150
There's going to have to be additional resources purchased maybe, maybe there's additional
technologies, things like that.

374
00:30:36,150 --> 00:30:38,692
So where we see earnouts not

375
00:30:38,732 --> 00:30:45,965
be met is when it's not clear how the numbers are even going to be met going into it in
the first place.

376
00:30:45,965 --> 00:30:50,958
It's just kind of a hope and a dream that because we're all banded together, we're going
to win more work.

377
00:30:50,958 --> 00:30:56,520
Now there has to be a real strategy behind what kind of work do you want to win?

378
00:30:56,520 --> 00:30:58,121
How do you want to develop this?

379
00:30:58,121 --> 00:31:05,024
And there has to be, I always like to have a five year plan, a strategic plan specifically
for the acquisition.

380
00:31:05,452 --> 00:31:08,905
And that would be tied to the targets if there's an earn out.

381
00:31:08,905 --> 00:31:16,520
And so if everyone does their part, the only thing that would keep us from making that
earn out is an economic event or something.

382
00:31:18,124 --> 00:31:23,368
And so typically, how long do you work with a client post -sale?

383
00:31:23,368 --> 00:31:29,002
So how involved do you get with the integration side of things when you're acting for the
seller?

384
00:31:30,658 --> 00:31:37,641
When we're acting for the seller, typically once we hit close, anything we've done to that
point, we're finished.

385
00:31:37,641 --> 00:31:48,326
so unless the buyer, and this has happened to us quite a few times because of our managed
services team, many times the buyer will ask us to continue to help with the accounting

386
00:31:48,326 --> 00:31:54,619
side for some period of time after to help with integration of their accounting system or
something like that.

387
00:31:54,619 --> 00:31:57,984
But otherwise we're not very engaged on the seller side.

388
00:31:57,984 --> 00:32:01,365
On the buyer side, we will be maybe up to the first year.

389
00:32:01,365 --> 00:32:11,690
On the seller side, it all has to be documented and really becomes the responsibility of
our seller, of our client, to kind of make sure it's happening.

390
00:32:11,690 --> 00:32:17,682
And if not, reach out to us later because we don't really, we're kind of finished at the
closing.

391
00:32:18,968 --> 00:32:29,140
So, okay, so what advice would you have for business owners to help prepare their business
for sale?

392
00:32:30,808 --> 00:32:33,989
I think the first thing is get clear about why you're selling it.

393
00:32:33,989 --> 00:32:36,229
What do you want from the sale?

394
00:32:36,229 --> 00:32:39,660
Be very clear with, want to work this long.

395
00:32:39,660 --> 00:32:41,361
I would like this much in value.

396
00:32:41,361 --> 00:32:49,653
Just get all of that down in your mind and then check your business for where you are and
do a gap analysis.

397
00:32:49,653 --> 00:32:58,475
If this is what you want and this is where you are, now you have to figure out how to
bridge that gap or you'll find that there is no gap and you can go ahead and begin the

398
00:32:58,475 --> 00:32:59,416
process now.

399
00:32:59,416 --> 00:33:00,776
For most, there's a

400
00:33:00,822 --> 00:33:01,192
Right?

401
00:33:01,192 --> 00:33:04,154
What we want, where we are is different.

402
00:33:04,694 --> 00:33:14,720
But I think to me as an entrepreneur, one of the most important things is just to
understand what you're wanting and why you want it.

403
00:33:14,720 --> 00:33:22,124
And that clarity can help guide you as to whether or not this is in the best interest of
your team and of you.

404
00:33:22,744 --> 00:33:31,468
think that is such good advice because the number of people that I talk to who don't
really know what they want is quite surprising.

405
00:33:32,650 --> 00:33:42,128
It is amazing you start asking questions and you know I feel like sometimes the questions
I ask are way, way more helpful to my clients than the advice I give them.

406
00:33:42,529 --> 00:33:46,893
Because sometimes I'll ask a question and it's like they have an aha moment.

407
00:33:46,893 --> 00:33:53,609
These are really smart people and all of a sudden someone just gave them permission to
care about that.

408
00:33:53,609 --> 00:33:59,704
Value is a great example or their compensation or who you know how long do I want to

409
00:34:00,604 --> 00:34:06,127
Sometimes it's hard for us to even see part of the reason we want to sell it is we're
working too much, right?

410
00:34:06,127 --> 00:34:10,738
And so our why isn't what we thought it was when you really get down to it.

411
00:34:10,738 --> 00:34:11,929
Our why is I'm exhausted.

412
00:34:11,929 --> 00:34:13,119
I don't want to do this anymore.

413
00:34:13,119 --> 00:34:17,431
So I'm running away from my business instead of running it.

414
00:34:18,512 --> 00:34:23,714
And so when that happens, then you have to really assess what do you really want?

415
00:34:23,714 --> 00:34:29,316
Like if we could change your dynamic day to day, would that change what you want to do
with this?

416
00:34:30,508 --> 00:34:31,873
And the answers vary.

417
00:34:31,873 --> 00:34:34,229
Some people it doesn't, some people it does.

418
00:34:34,968 --> 00:34:40,089
So when did you sell your business, your CPA business?

419
00:34:40,439 --> 00:34:43,699
Actually, I'm the luckiest person on the planet, Barnaby.

420
00:34:43,699 --> 00:34:50,439
I always have been very fortunate to just when when I sold my firm was February 2008.

421
00:34:50,459 --> 00:34:57,599
And at that time, that was right at the top of the market as the economy was starting to
slide.

422
00:34:57,679 --> 00:35:07,832
And so I felt like I hit the mother load because navigating that economy as a small
business owner would have been a real challenge.

423
00:35:07,832 --> 00:35:14,452
Interestingly enough, though, navigating it in a large company because a 32 ,000 person
company bought my firm.

424
00:35:14,452 --> 00:35:23,452
So it was very different than the seven people we had in the CPA firm that, you know,
seven CPAs that went over.

425
00:35:23,452 --> 00:35:29,452
So I think that at the end of the day, I don't know that I did anything different.

426
00:35:29,452 --> 00:35:38,218
working for the client that I would have done with my small business, but it was awfully
nice to have all those people around me that can help me think through it that I would not

427
00:35:38,218 --> 00:35:39,298
have had.

428
00:35:39,339 --> 00:35:50,025
And so I was very lucky when I made that transition, but I learned a lot about &A from the
other side by selling my firm.

429
00:35:50,426 --> 00:35:51,877
We weren't open very long.

430
00:35:51,877 --> 00:35:53,708
We were only open five years.

431
00:35:54,038 --> 00:35:54,430
Right.

432
00:35:54,430 --> 00:35:57,532
And is that what made you then go into &A after

433
00:35:59,082 --> 00:35:59,772
It is.

434
00:35:59,772 --> 00:36:00,413
It is.

435
00:36:00,413 --> 00:36:00,973
It is.

436
00:36:00,973 --> 00:36:08,196
At the same time that I was selling my firm, one of my best friends who was also a client
was selling her architectural firm.

437
00:36:08,316 --> 00:36:17,610
And her experience with her broker and my experience of me not realizing some of the
components I should have been prepared for were really the things like, wow, somebody

438
00:36:17,610 --> 00:36:20,992
needs to be out there helping the seller understand these things.

439
00:36:20,992 --> 00:36:23,363
They're only going to probably do this one time.

440
00:36:23,363 --> 00:36:24,243
They don't know.

441
00:36:24,243 --> 00:36:26,964
So by the time you learn, it's too late.

442
00:36:27,208 --> 00:36:34,203
And so that was really the impetus that put the seed of think strategy in my head.

443
00:36:35,064 --> 00:36:35,314
Good.

444
00:36:35,314 --> 00:36:38,258
Well, that's what this podcast is for as well.

445
00:36:38,960 --> 00:36:39,961
thank you.

446
00:36:39,961 --> 00:36:40,922
Thanks very much for coming on.

447
00:36:40,922 --> 00:36:48,592
mean, yeah, I think a lot of people would do well to have you as an advisor for them.

448
00:36:49,294 --> 00:36:52,118
So yeah, thanks very much for your

449
00:36:53,443 --> 00:36:54,665
it's my pleasure, Barnaby.

450
00:36:54,665 --> 00:36:57,111
I can't wait to hear more of your podcast.

451
00:36:57,111 --> 00:36:58,613
Thank you so much.

452
00:37:00,641 --> 00:37:01,720
Alright.