using your laptop mic.
No, I'm on a Mac with an external
Okay, is the mic plugged in?
It's just telling me it's saying internal microphone at the moment
And now it says no microphone.
Try
No, you've gone now.
no.
Yeah, now I can hear you.
That's fine.
That works fine.
Cool.
OK.
Yes.
Well, welcome to the podcast.
And if you could just start by introducing yourself and telling me a little bit about your background.
Hi, I'm Nick Morgan, current Group CEO of We Group, which is made up of three agencies.
And this is my latest iteration, 10 years old.
Since I sold another agency, I've been involved with sort of three different businesses, or actually four of which I've exited all of those for, and this is my fifth business
currently.
Okay, that's so four exits over the years.
Yeah, with various success, which we will come onto.
Yeah, lots of lessons learned.
Nice.
Well, shall we just sort of take them one by one and go through?
What was your first...
And what kind of agencies?
What was your first
So my first business was in parallel.
So effectively we had some bars and effectively I exited those through the cap table.
you know, other partners are involved in that business.
We sold to them over a sort of period.
It wasn't an earn out as such, but it was over a prolonged period of which the business bought us out.
And then we had a group of pubs, again, very similar to the cap table.
So
I was a silent partner, that person within the business who was more active, they wanted to acquire us.
We went through various iterations of valuation as you do, and then exited them.
And then I would say more of a distressed business, effectively, which was an agency, a group agency, of which we had various services under that group.
So design, know, 360 as a horrendous term these days, but was used with great
Great fruition.
Back in the day, so with that we had one particular client which was within our events division that effectively went under owing us over 900 ,000 pounds.
So, you know, at the time I made the choice to reverse out of that business.
So we split the business.
It was quite complex, you know, complex time obviously.
So looking at, you know, the debt relief, managing the debt in a new entity.
you know, was, was very challenging.
my ex business partner effectively, set up a new entity and took some of the clients, you know, so we went through that probably took about a year.
but you know, it has led to it.
It wasn't actually.
Yeah.
So we didn't go admin.
So I, I kept the sort of legacy of the business and then managed almost like manage an admin pack on it, but didn't go out there.
So, you know, I managed the whole credit.
You know, it took a long, long time not giving any preferential treatment, obviously, to any of the creditors.
you know, and yeah, I've always, I've never done admin and always been just for reputational.
I've always advocated whatever you can do to keep that business going.
think, yeah, there's too many people, especially in the UK where it's a lot easier than it is in, you know, some countries where you have to have massive bonds placed or
underwriting.
yeah.
So I have always advocated to maintain that business.
So did that and that still lives to today, albeit in a much smaller iteration.
And then from that group, I set up a new agency called the Fair, which has now become We Group because we have three different agencies within that group.
Okay.
So yeah.
So tell me a bit about FAIR then what, what, what does that agency do?
Yes, so the fair is a large scale event, sort of production, delivery.
We're producers of various festivals.
And then through that, we've built upon other divisions.
So we are placemaking, which as the name suggests, we work for lots of the UK, develop largest developers doing sort of public realm curation, placemaker strategy.
And then more recently in the last three years, we've set up ops, again, our division.
And that looks after operations within public realm.
look at things like CT, counter -terrorism, risk, you know, which is ever more present in everyday society.
So yeah, and it's all under this banner of We Group because, you know, we're also, I've always exited businesses that I've owned and we're on that trajectory now.
You know, that's the plan.
We're very transparent, you know, within the business.
You know, we're on a three to five year plan to effectively exit.
So
We have an EMI scheme as well for those people that have been with us for over three years.
So how did the three distinct companies in the group come together?
Did you acquire any of them or did you just kind of set up other divisions or was it separate limited companies?
How have you kind of structured
Yeah, so Big Cat Group, which was the old agency, you know, that was slightly changed.
I changed the name on that to We Group and that has holding on We Are the Fair.
So everything's centrally built through the fair and the other two, Ops and placemaking, are divisions effectively.
So trading divisions within, yeah, within the sort of total entity.
Okay, I'm not familiar with place making.
what is that exactly?
I mean, if you speak to most developers, they'll all have a different interpretation.
But for me, you know, it's ever important now, you know, it's really challenging getting people, Hey, that's the high street back into schemes.
So retail schemes or food and retail schemes.
So it is curating programs, which are of interest to get general public to go back to those schemes.
So, you know, we do everything from winter activations over a four month period, obviously generally sends around Christmas.
But know, summer from the very basics of, know, Wimbledon screenings, but you know, we're delivering one of the Olympic fan zones in London, right in the middle of Grosvenor
Square.
Grosvenor we've worked with for nine, 10 years now.
So, you know, that sort of stuff, which will attract people, you know, has an extended dwell time.
So where people are sort of in that area for more than 45, 50 minutes, we generally see a spend within retail, you know, or FMB, Food and Beverage, within
the facility.
that's what developers want.
They want to support their retailers, they want to support their food and beverage partners.
So by doing more and more placemaking, it's getting people out.
We're challenging people to stay in their locality.
So loads and loads of work has gone into that over last five, six years.
Right, OK.
And in terms of the We Group, the ownership, are you doing it with partners or are you doing it on your
So yeah, we have, like I mentioned, an EMI scheme.
yeah, I will, after that EMI has been vested, owns 73 % of the business, and then rest of the ownership or cap table is split between various employees have been long serving.
And that's always been my intention.
We want that transparency.
I find it when people are trying to exit, they're obviously trying to pump revenue through that business.
employees aren't always aware, whereas I'm more aligned to being transparent about it.
We're all on a journey and not being too emotionally attached.
believe agencies have six to 12 year cycles where they go through a really buoyant period.
People want to work with them, but with every agency there's churn.
So for me, I've always sold within that timeline.
Okay.
And can you, what, how many employees have you got?
And can you give us an idea of what sort of revenue you're
Yeah, I mean, we've got 32 headcount.
Revenue is not something really I'll discuss in the public realm, but yeah, it's successful business and has been obviously hit hard during the pandemic given the fact we
did events and government shut them down.
But yeah, we've come back very strong and yet have, you know, we obsessed around new business and pipeline.
So quite aggressive in that sort of sphere.
You know, always looking at new business.
And I think, you know, the biggest development for us in the last 12 months is opening up in the U S so, uh, going through the painstaking process of getting, getting a visa, you
know, Oh, a, uh, is quite hard and challenging, you know, successfully did that.
And we recently launched six months ago, uh, with an office in Miami.
So now servicing the East coast.
Um, yeah, and I'm back in New York next week, looking at, you know, more sort of there.
There's so much business in the U S, uh, if you.
take the right approach.
It is my belief.
Yeah, no, absolutely.
I had a video production company and I, set up an office in New York and went and lived out there for six years.
and, and grew the business on that side of the pond.
So, yeah, it's, such a cliche, but it is just a much bigger market and there are bigger budgets and people just seem a little bit more willing to, to spend money and, and take
risks.
so yeah, definitely, definitely see the opportunity out there.
So what, what's,
What's your kind of role then?
What do you kind of spend your time doing?
I would say the aspiration is to spend at least 60 % of my time doing new business.
The reality is probably far less.
So I spend a lot of time working with leadership teams.
So I've seen a sort of leadership team.
So they manage each of those divisions.
And yeah, trying to remove myself from general admin, albeit I am sometimes drawn back into that.
But yeah, looking at more strategic planning.
So M &A.
We nearly just closed on a deal.
You know, it fell through, whether that was deal fatigue, there was various reasons around that.
So I look at working on that a lot and looking at new territories.
You know, the US, we didn't, you know, take lightly.
didn't just, you know, through, I always believe you go into a territory with a client.
So we successfully did that two years ago into Nashville, you know, that particular event, you know, really, really grown and recently delivered something for a client over in
Miami.
So I think that's really, really important.
I've seen loads of peers of mine who have gone to the US without that, and it's maybe through narcissism and it's failed because they haven't had that network.
So that's been really pertinent to us.
And just for the introductions, the UK still is held in high regard, I believe, in the US, albeit they're not big fans of Brexit.
But they do like the quality of our work.
We're well regarded in my sector anyway within event delivery.
you know, mass scale, you know, globally.
So for me, that export is, I would say, fairly easy to do.
And then, yeah, looking at sort of &A targets, and then I have other things.
I sit on various trade boards for industry advocating or trying to advocate our business to government.
And with the change of government, you know, they're much more receptive to culture as a sector.
And then I sit as an advisor on, I actually sit in an &A practice called Capital A.
where I'm also a share and equity partner on that, but also a senior advisor.
looking at, and again, their focus is mainly in the U .S.
We're seeing better rebates, more money as you've already alluded to, and giving U .S.
companies a massive opportunity also in the UK.
So UK sellers getting U .S.
acquirers.
Okay, that's interesting.
got quite a lot to dig into it just in terms of the We Group then what what kind of lessons have you taken from your previous exits that you're applying to what you're doing
now and and I guess sort of related to that.
What what what are you kind of doing differently with an exit in mind rather than just kind of you know, building a business because you know, organic growth is is fun.
Yeah, I think we're more, yeah, we are much more selective on the M &A.
where I have perhaps gone down the path of multiple M &A conversations, I think, you know, we do a level of DD in our way, we cut those conversations off really quickly, you know,
unless they are genuinely mobilized, willing to sign pretty quickly, like a heads of terms, you know, where you're into an exclusivity for say, 16 weeks.
then we wouldn't entertain that conversation.
I think I've been guilty in the past of probably getting excited about the deal size and then having lots of conversations and they're having lots of conversations with other
parties.
That is a fairly, I think, fairly fruitless and very demotivating route to take.
Loads and loads of people just, people find it quite humbling.
Obviously, if you make an approach saying we want to buy your business.
So there's no one, I don't think, that wouldn't entertain that conversation.
So hence why I think you need to be much more ruthless in getting to that decision really quickly.
Within 48 hours after that first initial conversation, I want to be saying whether we think this is something we would take forward or not.
totally agree with that.
Actually.
I've been looking to buy a small corporate video production company in the UK for the last year or so.
And I've had three separate deals that have kind of fallen over and taken up a huge amount of time.
And you spend a lot of time with the owner and get to know them really well.
And there's all these, you know, positive conversations, but then for one reason or another, it doesn't actually kind of come to fruition.
it's, it can be, can be a frustrating process.
You alluded to a deal that you might have just fallen through or what's the current state of
yeah, I mean, we think it's fallen through and I think that may be an element of D or T on both sides.
I think effectively are, you know, we went through DD on both legal side.
Also, you know, we have a tax DD, our tax DD red flagged some things around IR 35.
So, you know, once you sort of flag these things, either people take it in, you
The advice that we're giving, which is effective, is free at that point.
They need to sort of re -look at their business and de -risk it.
In this case, it wasn't something that they particularly wanted to take on board, I believe, and they have currently pulled out the deal.
But, you know, we tie people into abortion fees and things like that, you know, we need to cover some element of our exposure effectively financially.
It doesn't only cover the opportunity cost and the wasted accommodations.
But yeah, that's important as well.
Lesson I think I learned when we were nearly getting acquired is putting in clauses like, you know, having fairly hefty abortion fees.
You know, if the other party pulls out, they owe us a proportion of our legal costs.
Yeah, that's a good idea because I did spend some money on not loads, on some legal costs and some accountancy DD costs on a deal and then it fell through and then I was just money
down the drain.
Where did your interest in &A come from?
I think ironically when it was Andy at Castle A approached me, they were looking, so he had an acquirer looking to purchase us.
And I suppose just, you know, I'm not saying by any means exemplar, but just, you know, I am really interested in finance.
You know, I've got a good hand on things like balance sheets, lots of CEOs, you know, we'll have, we do have a CFO, but won't be as engaged necessarily on the sort of finance
side.
So I've always found that interesting.
I'm quite numerically driven and that doesn't mean monetary.
I just mean understanding the numbers.
Being a realist in terms of like EBIT multiples, know, spoken during COVID to lots and lots of agencies, you know, there was a distressed market and I got really frustrated
with, you know, there's two things I think that people find is either people are there, you know, they've done long service within their own agency.
So feel
because they've done 30 years, their own 30 years of EBIT is obviously ridiculous and unrealistic.
So that or people in a distress market feel such resentment of the current conditions that they almost want an overrider on their EBIT, you know, again, unrealistic.
So, but through that, you know, meeting and working with Andy consistently through that, you know, I've always had an interest to a point.
and just, you know, not being over emotionally attached, like every deal I had, albeit, you know, some of them very small, I've always exited, you know, well, in my opinion, I
was above the sort of, you know, standard of three times, you know, I haven't had a SaaS business.
I've just invested in a SaaS business where those multiples, if they hit, you know, over this one million EBIT, you know, they do suddenly exponentially grow.
whereas agencies is quite traditionally set.
Yeah, I've always had an interest.
know, I'm always interested in meeting people.
You know, it's part of new business, I find.
I've had new business out of just having an &A conversations.
No intention to sell our services, but it's come to that because of the conversations we've had.
So I think it's always good as well to be knowledgeable on competitors.
So, you know, it gives you really good insight into the market.
When do you think you'll sell the We Group?
Have you got kind of predefined sort of triggers or targets that you want to hit and then at that point you'll take it to market?
Or how are you thinking about the exit?
Yeah, think we've so myself, the sort of leadership team, Rob, who's a business partner on it, you know, he's got 10 % of the business.
We've done a lot of work on looking at, mean, I'm not too prescriptive, but setting some sort of benchmarks over the next two or three years in terms of growth.
You know, we're realistic.
I think that growth is going to come more from the US than it is the UK.
think UK is quite a stagnant market, in my opinion, or it is in our sector.
So yeah, a lot of my focus will be on the US and growing that given every state is bigger than the UK by landmass.
So huge opportunity.
So I think looking at that and when those trigger, yeah, we would probably go market and I would probably go to market through a broker, unsurprisingly probably capital A.
I think that's often people on smaller micro businesses think that they can handle
My advice would always be aspirationally try and grow the business and brokers are really useful.
People do get very frustrated with them, but they're the intermediary.
They have those unpleasant conversations.
I think it can really break down if you're trying to go direct.
Absolutely.
I agree with that as well, especially with these smaller businesses where, you know, I've had some where they don't do management accounts and they don't really have a particularly
kind of overarching kind of business view of their own business.
And there've been times where I just wish they had an &A advisor or a broker or someone in between to just kind of help explain these concepts.
Because sometimes you sort of say stuff and they take it really personally.
And you're like, there's nothing personal about this.
This is just a sort of an observation about the business.
So yeah, no, I agree.
I agree.
just getting the right advice is absolutely the right thing to do.
So tell me a bit about Capital A then.
is their business model?
What do they do?
Yeah, mean, is a, well, it's two things actually.
So they, we've set our agencies codes for where people can list for free effectively.
Obviously there is a percentage point on an exit.
So, you know, they're getting bigger exposures and mass databases sits behind that.
Or there's the more bespoke service where effectively, you know, it's very proactive in market.
So taking on the business and then going out to the huge network.
very finite, so it's within the marketing space.
So Markcom's again, I speak to loads of different agencies.
I'm not going to name them or shame them, but you know where they are effectively just brokerage houses.
You know mean?
They'll take anyone from a tire manufacturer through to Markcom's agency have no specialism.
And for me,
you you don't get the service, you you need an expert personally.
I'm not just overselling Castelay, but you need an expert within that group because there's different technologies that you need to understand from that.
So yeah, they specialize in the MarCom sector on both the sell and buy side.
And also, you know, they're working with some really big sort of agencies now who are looking to acquire and build out their group.
And I would say the waiting is towards the US, so based out of New York and LA.
But also here, you know, I represent lots of UK companies looking to be acquired by, you know, a US company who's very mobilized to get presence in the UK.
So, yeah.
do you spend on the capital A side versus your main business?
I mean limited.
mean it's well run by Andy.
I mean we have sort of bi -weekly calls and you know I'll always mention it in conversations to peer groups to agencies you know I'm in lots of different forums if I
feel appropriate and I'm not there to oversell it I'm not part of their new business function but for me you know it is sometimes of interest you know people come to me all
the time due to the fact I guess I have sold some businesses you know for advice you know of which I'll just say you
personally get on board, have to be them.
But if I can help, I will.
And, you know, introducing an introductory conversation.
So yeah, it's, it's limited to that really, apart from being, in my
Yeah, OK.
And I had a question and now it's gone.
yeah, that's right.
So what would, in terms of building the We Group, do you kind of know what type of buyer you think would be interested?
Are you kind of building something that you know buyers want or are you building something that you want to build or the market is telling you to build?
Like what's the mix of those priorities?
Yeah, well, think when I first, I'd call it a restart, but started the business as the fair, it was, I wouldn't say it was a passion project, but yeah, it was more about
something I wanted to build, you know, I wanted to work for the biggest independent festivals in the UK.
wanted my team to do that.
And I think, yeah, we've started to finesse it and looking at the market.
So effectively an acquirer, I mean, it would probably be two areas of expertise.
It'd either be a promoter, so promoters,
who we work into who take huge risk, know, underwriting their show, you know, they have to sell tickets or sell it out.
But you know, what we do is de -risk, we don't take risks.
So effectively we're on a fee, you know, a fee to deliver shows on behalf of promoters.
So we've had those sort of conversations previously, or, you know, lot of the large, you know, I'm talking about the big agencies of the world, know, people like the Jack Mortons,
you know, they during COVID, understandably, if they were networked agencies,
you know, how to down scale.
And a lot of that, some of their production departments, some of their outsource say in risk management, so ops, health and safety, again, is no longer in house.
So for them, you know, that would be a prime opportunity I would suggest.
And also reversing some of their clients, you know, we don't work direct to brand.
So there's a huge opportunity for those brands to then enter into the festival market or, you know, we do.
big corporate events in fields, you know, that again, so it could give them a sort of secondary opportunity and easy route to market to then go and sell to their brands, you
know, why aren't you at this event?
Because we work with probably, you know, the largest independent shows in the UK, for example, again, place making, you the largest developers.
Okay.
And tell me a bit about the EMI scheme that you've set up and kind of what, I guess, which sort of key employees, which roles have you you tied in and what are the kind of terms of
the of the EMI and, and what, you know, if your plan is to exit, is it exit and presumably kind of leave the business?
Are they what are their plans?
Are they kind of planning on staying on once the business is acquired?
Can you hear me?
sorry, yeah, just cut out a bit there.
yep.
Yeah.
So we set up the EMI about two or three years ago.
So it's not position led.
It's about long serving.
So effectively, after three years, we've had a meeting with one of our producers.
They are given shares and it's not share options.
They're vested from day one.
And what we want to do is on day one, you get proportional shares and then the rest are vested over the next two years.
on every sort of quarter milestone.
So, you know, as you obviously stay within the business that, you know, they increase.
So you're on a dividend call from day one.
If a dividend is called, you will benefit from that immediately.
And then we're realistic.
I mean, for me, the expectation is we would start the sort of, as I term it, courting process in the next 24 months, potentially, you know, and there'll be an earn out.
So for me, I think the whole cycle would be five years, you know, the earn outs ordinarily.
Yeah, best would be 24 months, you know, unless you do, you know, some people cut term at a flash sale where you do walk on day one, you know, all money off table.
But obviously the acquirer is going to pay far less than that EBIT multiple.
You know, they want you to be part of the business.
Yeah.
So, but for me, getting over that sort of the EBIT one million, you know, it has, it has been very important and that's where, you know, there is real value in the business.
the employees because you know, the inherent belief is which is absolutely true in our business.
You know, I'm not involved in, I'm not involved in many of those client conversations.
Whereas below that sort of EBIT, you're very reliant on the founder, you know, who's probably managing a proportion of those.
So, you know, I want to not make myself redundant, but effectively, you know, I'm not as involved.
You know, the team are doing
consistently speaking to clients etc.
So I probably maintain probably two, maybe two, three clients, know, in terms of our regular conversations with, and they're some of our larger clients, whereas the team, you
know, do an excellent job in managing all of the rest of the business, and I'm more looking at territory and &A and new business pipeline.
There's a lot of talk about the sort of magic one million EBITDA figure.
you, I guess, know, kind of an acquirer will be looking at historical performance and, and do you kind of thinking you're like, get to a million, then sell or like get to a million
and do a couple of years of that.
And, and how do think that would affect the eventual multiple?
I mean, like I say, there's lots of talk around it.
Yeah, I mean, we've been over that million EBIT at one point pre -COVID.
I'll be honest, the churn staff retention went down and that is probably because, you know, all of us combined were working.
You know, we were doing too much as individuals.
So what we've done over COVID, we did a lot of work around, you know, strategizing the business and now we've built
a much larger head office function like things like HR, all these things we didn't have pre -COVID.
So we were trying to manage between the directors.
It was too much for us, I believe.
So now we've got HR, we've got CFO, which we didn't have pre -COVID.
We've got office, head of office.
So things like that have helped resource the team.
The team maybe do less shows, but we've seen that in the delivery.
So, know, the retention in terms of clients is the highest it's ever been.
So for me, yeah, it's building back that building out the revenues.
The revenue has gone up year on year.
And I think getting back to that sort of, know, above the million, I don't think we would want to, you know, I'm not obsessed around getting to two, three million EBIT.
I think, yeah, the realism in the next two, three years is getting, yeah, the general profile.
If you can get
Five to ten million revenue and you can get
or five million and you're getting to that above the you know one million I think you know you're in a good profile for many businesses there is almost a danger I know of a recent
business just sold you know they were doing 30 million revenue I think just over to in ebit but obviously you are reducing the profile of acquirers you know because they're
gonna have to be quite significant whereas of that profile 10 to 1 or 10 to
you know it's much more affordable i would say for a multitude of these sort of network businesses especially in the US.
Yeah, yeah.
So what just in general terms, and I guess from your work with capital A, what kind of multiple ranges are you seeing for different sizes of agency?
Yeah, I mean, the realist, you know, the realism in market is if you're under that, generally, you know, if you're under the 1 million EBIT, you know, you are looking at it
can be anything between two and three.
I don't think if you are over that, and it depends, know, SaaS businesses are getting really good multiples, obviously.
But yeah, in the service industry, in sort of agencies, you know, I think you'd be then looking at maximum eight, some people are getting 10.
depending on often it comes down to what people will pay as well.
If it's a real service sector they want to enter, don't currently have a skill set within it, they probably will pay the upper end.
Yeah, there's sort of multiple.
Obviously there's this big void and that's another learning is people's aspiration of exit to what people are prepared to pay.
I think you just need to accept and often that will be a middle ground.
But people
I know so many people who obsess around getting their multiple up to get an exit of five million.
You know, that seems to be up to this.
It's talked to me all the time.
And the realism of getting that sometimes is not, it's just not possible.
You know, people aren't going to pay.
So I think, yeah, being realistic with that and accepting of that, because that deals will fall over and they fall over all the time because people are pushing on that.
could be a hundred grand, you know, people are pushing on that.
Whereas you could spend that, you
just in opportunity cost in a year of more negotiation.
So
Yeah, yeah, okay.
Great.
Well, that's yeah, been very, very helpful.
Very useful to hear your experience.
And is there anything else you wanted to cover?
I think.
don't think, mean, for me I think that's, yeah.
I think that's the majority.
Cool.
OK.
Well, that's great.
I will.
Thank