All right.
So yeah, it'd be great if you could just start by introducing yourself and giving me a bit of background on your career thus far.
Excellent.
My name is John Hannam.
I run PPS Solutions, which is a fractional finance firm.
run fractional CFO services and due diligence services for both buyers and sellers in the marketplace.
Okay.
And how did you get into that?
How did you...
Well, sure, my background is actually operational finance.
came up through a tire company for 17 years from staff accountant all the way to controller of the retail division, which was a larger division.
over a thousand stores, largest independent tire retailer in North America when I left.
it's kind of fun because there was only one sales tax return for the state of Florida when I first got there.
seeing that kind of growth really set me on a trajectory for liking chaos and kind of taming chaos.
So post that career of 17 years, I've been kind chief financial person for a bunch of different businesses, bought and sold some businesses, took our little division of
publicly held company and sold it to
Depot, so worked on that integration for a year.
know, been with some really large and kind of monstrous companies and those that really grow.
Early in the pandemic, I found myself leaving a construction company that we took public in 2018 and started looking at helping some friends of friends with small businesses and
realized very quickly that small business needs finance probably more than Google and General Electric do.
Yeah.
So at what point do you get involved with your clients now?
So the two services that we really offer, the CFO service, we become involved normally when somebody has a difficulty, nobody just wakes up in the morning and thinks I need a
CFO today.
normally they're faced with some kind of challenge, some kind of financial thing that they can't quite handle themselves.
So they realize, there's this service that we can hire for that.
And so we get involved usually in a cleanup situation or something like that.
through the &A side of things, we normally get involved in the same way, but for a different purpose.
So somebody...
broker or business advisors looking at something in the finance and realize it's not quite right.
So they would call us in to either do a cleanup, get it ready for SIM, get something, get a little bit more polished off before it goes to sale.
On the opposite side, I get referred to lot of from SBA lenders and other lenders who want to do a deal but can't quite get the financials right on the buy side.
So I represent a lot of buyers.
in buying businesses, both through the modeling and kind of being the CFO of themselves while they're buying a company and doing some of the diligence work like quality of
earnings or diligence reporting.
So talk me through the SBA loan situation, because I know in the UK, we don't have anything like that.
So it's unique to the US, as far as I know.
There probably are other places in the world that have similar arrangements.
But I was quite interested in it when I was living in the US.
But not being a citizen meant that I didn't have access to any of that lending.
But yeah, it would be useful to hear your take on it.
Well, it's definitely a growing area.
There's a lot of SBA money right now.
So think most of the deals, fact, most of the deals that I've seen are SBA kind of funded because it's the easiest to get.
If you can clear that hurdle on requirements for the SBA, the bank likes it as well because they're going to get a certain portion of that loan guaranteed by the government.
So even if you default, the government's going to pay for it.
There are lot of restrictions about who can buy and what they need to have, but it is a fairly low entry point.
So you might only have to put 10 % or so in.
In some cases, nothing.
If you're buying an expansion for your same industry code, you might actually be qualified to do that with a really, really small cash infusion.
So it's very attractive for that reason.
There's a lot of good lenders in the US that do it as well.
It's the vehicle for most of the acquisitions that I see these days.
Interesting.
How do you think it affects the kind of deal structures that you see as a result of having access to this type of capital?
There are a couple of peculiarities to them that make them interesting.
One of the things that we can do is have seller financing actually count towards your equity injection.
So as long as that seller financing meets some criteria like it's not forgivable for some reason, it puts off payments, can accrue interest, but it doesn't have payments for the
first two years.
The SBA says you can actually use that as part of your equity injection.
So you can actually finance 90 % of your total project and have 10 % seller financing and really just cover closing costs or those types of fees, put some working capital into the
business for your own injection.
That's the structure that I see most often is a mix of kind of mostly SBA and then some seller financing.
And of course, on the seller financing side, you can get creative with it, have a few more notes, you know, structure an earn out or an evaporating note in case something goes
sideways in the business.
So can get a little bit of skin in the game from your seller using that seller financing and still make the qualifications for it to be an SBA loan.
Do you think, I'm kind of interested in the impact that this has on the types of people that go out looking for acquisitions and the types of deals they end up doing.
Because if, you know, if essentially you're kind of playing with someone else's money, does that kind of lead people to make poorer decisions?
Do you think?
I think that's always easier to spend someone else's money than yours, but most of the loans come with the personal guarantee.
Most of the ones that I see, especially newer entrepreneurs, they're actually putting their house up for it.
So fairly serious in that regard because if the business fails, they're significantly personally influenced by that.
I would say it's probably less of an issue in certain cases because of, you know, that there is that gravitas of it.
But it makes it nice because people that can't necessarily, couldn't afford to buy a business with their cash infusion really do have access to do that.
So people that want to go out on a kind of a limb and take that risk and become entrepreneurs, it's a really good vehicle for that.
I think people make bad decisions every day.
you know, I've seen, yeah, you know.
It's still early here, so I haven't made all of mine yet today.
people make bad decisions every day.
So one of the things I really like to do is make sure that we're thinking about things kind of thoroughly, making the model so that it's actually conservative.
One of the notes that I get back from SBA lenders all the time is, you didn't forecast a 20 % increase in sales in year one, because that's unreasonable unless it's kind of in the
pipeline already.
You know, we always look at it and say, no, there's probably going to be a little bit of hurt to this business short term and what can we do with it to make it good.
Looking at it from that lens and making sure that you're making great decisions with the capital that you do have, to me is key to making that decision more solid.
If it looks risky from the beginning and you're betting on a lot of things happening in that business, it's probably a little bit risky and you're making a, not a bad decision,
but a more risky decision.
Do you think, are there, are there kind of stats on how, how successful the SBA program has been in terms of kind of, you know, stimulating the economy and, generating jobs and
growth?
I'm certain there are.
don't necessarily know them.
can just, you from my anecdotal side, I know that a lot of people are using it and that most of the loans are getting approved.
Most of the ones that have valid business behind them and a decent buyer credential are getting approved.
So I'm absolutely certain that it is impacting the economy to some point.
Where this is going to become really interesting and I think across the world, but the US specifically because of the SBA, is in the transfer of boomer businesses.
People that are retiring and getting out.
Right now in my field, the CPA field, all the old accountants who are really tired of doing tax returns are also in their practices.
So there's a huge transfer of that and there's not enough accountants to kind of pick up those practices and do it.
I think there has to be a whole other generation of entrepreneurs stepping up in that space to buy these businesses and it's going to kind of transform the world economy
really.
It's going to transfer a lot of wealth from those people that have earned it across their lives to now somebody that's going to come in and rock the world going forward.
So are you seeing that in practice that there are, for example, know, CPA practices that are on the market that are unable to find a buyer?
The buyers, my view, the buyers are actually coming to consolidate.
So it's people with one firm that want to get two and three and four.
But yes, I think there are less people going into the CPA field.
One of the accounting professor, friend of ours that asked me every year to come out and talk to the advanced accounting students at Cal State Fullerton specifically is trying to
market CPA.
He wants me to rah rah the go be a CPA thing.
I actually go in and guess lecture on the difference between CPA, CFO, all of the different positions and the fact that a CPA can actually do something other than audit or
tax.
So hopefully I'm doing my little part to, maybe I'm running people out of the industry, but hopefully I'm doing my part to add one or two extra CPAs here.
Yeah.
So what kind of deals are you working on at the moment?
Well, so a lot of smaller deals.
So sub 5 million, obviously the SBA, since that's kind of the primary focus out there is 5 million.
Hopefully they get that change to a larger cap, which would be great.
And then we can start seeing that loan infiltrate a little bit higher position in the market.
or revenue?
Five million total loan.
So the maximum that the loan under the program is five million dollars.
So if you buy a six million dollar business, you'd have to find a million dollars elsewhere to finance that deal.
So a lot of the things that we're doing are in the two to five million dollar space.
Pretty simple Q of E, but very entrepreneurial on the seller side.
So we have difficulty getting data to do the Q of E.
There's some risk because the accounting's a little messy.
And obviously they're by having a CFO in that transfer process We're making it a lot cleaner for the new business to start so there's some value there But what I'm seeing is a
lot of entrepreneurs who've done their thing for you know, 20 years or so You know want to go and buy the RV and and travel across the US and not run their business anymore.
So
There's manufacturing companies, construction companies, advertising and marketing agencies.
A couple of those we're working with right now.
So all types of businesses.
there's a huge need for it, too.
There's a bunch of people out there searching, search funders, and people looking for businesses.
It's almost become a full -time job of some repute.
Yes.
Tell me a bit about the quality of earnings work that you do, because my experience of this was years ago, we were looking to buy a video production company in the US, I got a
quote from an accountancy firm to do a quality of earnings report, I think it was 30k, they quoted.
And ultimately, with video production, which is almost entirely project based, there's this sort of, well, my view on it anyway, was like,
very little point doing doing a quality of earnings on it because the quality of the earnings are is poor.
And you know that, you know?
Yeah, yeah, that's the model, you know?
Yeah, yeah.
So so yeah, what's your what's your kind of view on that?
Well, so it is interesting because you talked about the kind of fee being in that 30k range and I believe it has gone up since you looked at that video production company.
In general, a lot of firms, a lot of the bigger firms are charging 40 and 50k kind of as an entry fee into those spaces, which makes sense when you're talking about a $50 million
business, maybe.
You want to make sure that it's solid.
What we're trying to do is actually position a product in the market that's somewhere below that.
It's a level of assurance by looking at things and making sure that we get the right report out, but it's also not super exhaustive for the level of business that we're
looking at.
we're definitely sub that 30 range, but it's meaningful enough that we have decent CFOs and people that have been in those industries actually working on the reports.
To me, that's very important.
I don't want to...
So just talk me through just sort of, you know, assume no knowledge at all.
Like what, what would you look at for a quality of earnings report?
So we're going to look at, first of all, the revenue, right?
So we look at the pieces of the income statement, and we're going to validate that, usually, some tools like proof of cash, understanding whether the revenue is BS or not.
And then we look at the character and.
sorry, the proof of cash within the business that you're doing the, I see.
And are you interrogating the clients as well and what their credit scores are?
We do work with the clients to understand their operations.
So we ask them how they do things, what the magic is, kind of get this sense of how they run their business, and then look at the numbers that kind of support that.
If they say some assertion on revenue or some assertion on payroll, some assertion on kind of their expense structure, we would actually try and find that trend within the P &L and
make sure that what they've said is true.
we would validate all of the assertions in the SIM or in whatever documents have been provided.
If they have add backs or adjustments for non -recurring items, we would actually go and look in the accounting records and try and validate those things.
If they said officer salary was X, we'd go to the payroll records and make sure it's X.
If they say, know,
you know, some expenses personal, we're going to try and look at that expense and see if it really validly looks like a business expense or not.
So really what we're doing is just kind of validating the assumptions about how the business operates and then presenting that information.
There is a certain portion of that information that's just accounting stuff, right?
If we have a revenue adjustment, if we're taking a lot of companies in this space, for example, when they take customer deposits,
for work that hasn't been done yet.
And I see this in manufacturing, construction, everywhere.
They take a customer deposit, it goes to income.
Kind of a tax -based approach, right?
Cash basis.
When that really is a liability until you perform that action that got you that income.
you know, just adjusting, trying to get the estimated gap accruals and deferrals in to make sure that the books are solid.
You'll see that as kind of the primary part of the quality of earnings.
This is what they said, here's what it is adjusted, and here's why the adjustments are.
Yeah, I mean, that, that, yeah, that kind of, you've got deferred income and that being a liability, remember kind of finding out that it was a liability and that was a real like
light bulb moment.
Cause we'd always kind of thought, Hey, this is great.
We've got cash, right?
And you're like, sure.
Yeah.
Take the money, correct accounting would be that you don't actually take that to income until you somehow earn it.
And there used to be a nice accounting pronouncement on that, and both IFRS and US GAAP.
And the new accounting standard is so convoluted, I can't even read it.
But the point is, you
when you earn something, you get to record it in revenue until then it's a liability.
Yeah, yeah.
How many of the businesses that you work with, how many do you see that kind of use cash accounting and need to move to accrual accounting?
Because I see that with lots of small businesses.
Most, yeah.
So when you start a business and when you grow the business, unless you have a CFO kind of there with you or somebody or you're doing something financial and you understand
accounting, it's not your nature, right?
The only purpose for those numbers in an entrepreneur's mind is to call the accountant at the end of the year and to put in the tax return or, you know, to maybe get a bank loan.
They need a, you know, some financials or whatever.
It's not until you actually need the numbers that you actually use the numbers or even get the numbers ready.
So for me, it's backwards.
We want to have a focus in the numbers, and we want them to come out correct and quickly so that we can actually make good information and good decisions on that information.
So having accrual accounting means that you're going to look at your margins correctly and understand exactly what you're making.
This is super important with construction.
work with a lot of construction companies and subcontractors.
you if you don't know what your job margin is, if you if you're buying materials one period and then building the customer the next, you have 100 % cost or 100 % profit and
it's, it's a mess to look at unless you know, I'm going to match those things up and and you know, have a proper accrual, then you can actually make decisions.
I've never been able to look at a cash basis set of books and make a decision financially for a company so
Yeah, absolutely.
It's a nightmare.
you know, often when I look at, you know, accounts for an acquisition target, they will have switched from cash to accrual sort of halfway through.
So you've got two years of cash accounting and two years of, you know, it's so hard to make sense of the numbers in that case.
But I'll bet they made better decisions just in general in the two years after the switch because just having your numbers and using your numbers is a really powerful tool.
I preach that all day long.
Yeah.
So I'm always just kind of interested to hear like tales from the trenches.
So have you got any stories of deals that have gone awry or, you know, things that have happened, stuff to learn from?
You know, a lot of deals do kind of fall apart within the stages they're supposed to fall apart at, right?
The purpose of looking at something and giving an LOI before you actually look at the diligence and all of that.
You know, there's a point at which you kind of become committed to it and start spending money.
I think the deal should fall apart before that, right?
You should have a decent idea.
And that's why we like the abbreviated equality of earnings.
We can put it forward and say, no, here's some red flags, right?
Here's something you need to consider before you start sending off hundreds of thousands of dollars in deposits to the escrow company.
It's good for a deal to fall apart.
There's always squirreliness with sellers and buyers, though.
Everybody has a different idea of what they want out of something.
different things they get upset or not upset about.
I've seen things that I would consider difficult things to overcome and buyers and sellers are, okay, no difficulty.
And then some things that seem to be relatively minor.
you know, there's an asset purchaser working on and so there's a new corporation involved.
The new corporation has the same names as the old corporations, kind of, but some mail arrived at the office and the sellers, you know, previous to anybody knowing it at the
business, sellers got a piece of mail with the corporation name kind of spelled differently and weirdly.
no purchase or names or anything.
They really took exception to that.
And there's a lot of upsetness on every side.
had to kind of smooth over egos and difficulties when that was a simple thing.
We could have just said, hey, we're doing some restructuring.
Yeah, this is our mail.
Don't worry about it.
It's fine.
But they're.
on edge that somebody has breached confidence and now we have a rep and warranty issue when so easy to overcome.
So the personalities to me are harder to navigate than the deals themselves.
Yes, yeah, absolutely.
So you were mentioning just before we came on here that you were working on a deal which is a switch from an asset purchase to a share purchase.
Is that right?
Or was it the other way around?
In this case, it was an asset purchase to share purchase, and this was a licensing consideration.
So I've had them switch back and forth over the time.
And there's an interesting analysis to do with trying to get to an equalized cash version because there's a different taxability here in the States between asset and.
stock purchase and you know there's obviously some some risk associated with stock purchase since you're taking over the the company with its liabilities and if something
happened the day before you purchased it you know unless you have a really good iron curtain clause you're kind of liable for that liability so you know there's some
additional risk but
In this case, there was a licensing issue.
It would have been very difficult because it's a construction company.
It's in California.
And the licensing board absolutely requires the person that owns the majority of the company be licensed as that type of contractor.
The buyer doesn't have that type of experience.
So we have to have some type of stock purchase and the ability for the former owner to stay on as the license holder until that license can be transferred.
So it almost was forced into that and then we had to educate people on what the tax ramifications are.
The seller is going to save it.
what, what for the seller it's less generally less favorable for it to be a share purchase.
Is that right?
it is more favorable for it to be a share purchase because they're going to pay less in tax generally than they would as an asset purchase.
Also, the buyer doesn't get to claim.
depreciation on the assets or amortization on the goodwill that they bought.
So when you buy the shares, you're just buying basis in the shares.
And ultimately, you kind of lose the ability to take that purchase price as a reduction of your taxable income going forward for 15 years.
So there's kind of a present value of that that we put into an analysis that says, okay, the seller is going to pay less tax, the buyer is going to lose a tax benefit.
Those two things are bookends.
we kind of come to the middle of that and say,
what would the purchase price adjustment be so that the seller nets the same net cash after tax?
And that's how we split that baby.
Okay, and is that what you had to do in this case that you're working on recently?
It is, yeah.
And I would normally present that information for the seller and buyer to negotiate.
But it is kind of funny because everybody has a dog in the race at that point.
And I'm just trying to explain to the two parties what the impacts are.
Then, of course, nobody believes the impacts because my analysis doesn't have all of the facts of everybody's individual tax circumstances, which are rather complex.
But it's a general analysis and they put it forward and they say, those aren't the numbers and they take them to their independent accountants.
And in the end, those are the numbers.
And we come up with a nice clean way of making sure that the deal can still go forward and everybody gets what they want out of it.
I actually like that process, but it is kind of important to go into your sale knowing whether you want an asset or stock purchase and all the risks and everything associated.
But when you switch, I think is a good time to talk about the
purchase price difference and have that conversation.
You want somebody to prepare that analysis that says here's the tax benefit to A and here's the tax detriment to B and you know some information that can help you negotiate
the price in between.
So how often are you representing the seller versus the buyer?
What's the mix for you?
So for our firm right now, just based on the people that are calling us, it's mostly buy -side.
So I'm probably 90 % buy -side, 10 % sell -side.
Sell -side usually comes from the broker saying, your books are a mess.
You need to hire somebody.
Here's a person that is recommended.
And then on the buy -side, it's usually the SBA lender that's coming in and saying, I need help.
These people need help getting me to give them money.
Right.
And do you do any of the sort of search aspects?
Like if someone's looking for a target to require, do you help them go out and find one?
I do help them evaluate the process.
not necessarily a broker and don't do anything in that space.
We're trying to read a bunch of Sims.
I work with a couple of private equity companies.
So we do look at companies all the time.
So that's one thing that I can do with people that I work with in that space.
The interesting thing would be if we had one fall through, so one of the ones that we're probably going to close in the next few weeks, this is our third business we've looked at
together.
So he was already in LOI the first time we talked.
That deal fell apart.
We looked at something else, so he actually asked me to look at that with him.
It wasn't something that we were interested really in going forward with, but we did some analysis on it, and I worked up a model for him.
And then obviously the third time, hopefully, is a charm, because we really found something.
We've been under LOI for almost five months and it's been difficult to get information.
So we've had to extend and the sell side is a little bit messy.
So we're having to organize it into something that's able to be financed and they're really slow in responding.
that's dragged it out past the normal deadline.
But that's one of the ways that we kind of get in.
I don't think that that client would.
even look at another business unless we were kind of there with him doing that.
And it is interesting because all of the people that we've done diligence for this year, anybody that's actually purchased a company, we've become the incumbent CFO.
So every one of them so far has signed up for CFO service.
Okay, that's great.
That's great.
Have you you seen any sort of successful examples of like, of buy and build strategies where someone's built built a group and and and successfully sold it at the end?
In my corporate career, I've seen more of that because of the longevity of it.
I've been doing this CFO work for four years, and most of the companies that I work with have doubled and tripled in size.
Couple have done acquisitions.
But it's relatively shorter.
Where I've seen roll -up strategy work and where we buy and build is in my corporate world.
So the construction company, for example, that we worked with when I first got there,
We were California only.
I had one showroom in Reno, but it was relatively small and super simple business, but in the number one housing market in the US.
We were doing flooring, cabinets, and countertops in Southern California, which is 20 million people live in the same place.
So if you can do it here, you can do it anywhere.
No, this is Los Angeles.
So it's the greater Los Angeles area.
There was a small thing just outside of California, but all of our other operations were California only.
When I left that company two years later, two and a half years later, we were 14 states, had done four separate kind of roll up strategy acquisitions, but multiple companies per
acquisition.
So we were really building a...
It was about 200 million in revenue when I first got there.
was over 400 when I left.
And we had taken it public in the same time, along with another company that was a sister company of ours.
So put us together into a holding company, took us public at the same time, and built this huge thing.
So.
Where I see that's really interesting is, you if you have a flooring company and a cabinet company in Southern California, and you buy a cabinet company in, you know, another state
in Arizona, you can add the flooring because now you have the flooring expertise.
So kind of buy and build for us was taking those lines that we were really good at, buying a company that had one of them and expanding into multiple areas.
You know, this is geographic expansion.
We bought a company in Virginia that was starting to do some work, you
kind of in lower Virginia, North Carolina.
So, you know, just adding that extra office was really great for us.
We were able to staff it and move people around appropriately.
And this is what I love about being in finance with a company like that is all the things I'm talking about are operational, right?
We got the money, we bought the companies, we were able to execute the strategy, but the magic is in the operations and where operations and finance come together, you know, is
how you grow companies.
So a lot of the listeners to this podcast are creative agency owners who are on their journey of thinking about preparing their agency for sale.
Do you have any advice for someone with a small business that they're looking to sell?
So first of all, valuing the financials to me is key, right?
So if you are just in that cash basis world and thinking about your tax return and don't really know your numbers really well, I would change that right away, whether you're gonna
sell next year or not.
It certainly is gonna help you if you sell within the next X months or X years, but it's good for your whole lifetime of your business.
Your business will be much more successful.
If you do that every year and execute a plan every year, make a budget every year, work with your financial strategist being a fractional CFO or somebody else to help you grow,
even if it's your CPA, looking at the numbers will help you run a more successful business.
If you're getting ready to sell, the cleanliness of those numbers is going to help in many ways.
It'll help you build your SIEM and get it out in front of somebody that can help you market it and do that.
activity of getting it onto the market.
And then it's also going to help in the diligence.
When a buyer sees a competent set of books and when their accountants and their QV person doesn't have a lot of adjustments, they have more of confidence in the business and they
might be willing to pay a higher multiple for it.
You know, when I work, especially in the buy side,
when we see messy books, I'll explain that, but I'll also explain it as an opportunity, right?
If you run this company differently, right?
We can't tell what it's making.
I know that they got cash and they got, know, I can validate that their revenue is correct because I did the proof of cash.
But I can't necessarily look at all the trends and all of the information about that company because it's just messy.
So when we set up the accounting for the new company, it's going to be a lot less messy and we'll know and we can run it much better.
Hopefully that means you make more money.
So yeah, would say just having a clean set of books is the next key.
And intentionally going into that process of understanding your numbers, being able to...
confidently talk to the broker, the buyers, anybody that's gonna look at your business.
The more you know your numbers, the more confident you are in your numbers, the better it's gonna come off throughout that whole process.
Yeah, it's always the same always comes back to clean, clean books is a key cornerstone thing that needs to be put in place.
Lovely.
Well, I think that's, you know, good, good place to wrap it up there.
So thank you very much for joining.
Thank you very much, Barnaby.
It's been a pleasure.
All righty, let's press.