Armando (0:00 – 1:04)
Hello, founder. You’ve built a successful business. Now it’s time to think about that once in a lifetime exit from your business.
You’ve come to the right place. Here, you will hear business exit professionals involved in the buying and selling of companies talk about what you should know before you exit. If you’ve never sold a business before, this podcast can be super helpful to you.
I’m Armando, host of the Founder’s Guidepost. Enjoy. But first, a quick disclosure.
Opinions expressed are those of individual professionals. The Founder’s Guidepost is provided by Axiom Founder’s Family Office, Inc., a registered investment advisor licensed or exempt from state registration in all states in which it operates. The Scottsdale Founder’s Forum is a biannual live event for the founder considering exiting in the next five years.
More information available at ScottsdaleFoundersForum.com. If you like this information, please subscribe and share. Hi, Armando here with Axiom and with Ryan Weissmuller today.
Ryan, thank you so much for your time this afternoon. How are you?
Ryan (1:04 – 1:06)
I’m doing well, thanks. Thanks for having me.
Armando (1:06 – 2:02)
Fantastic. So, Ryan, I want to have a conversation with you. You know, over and over again, people start businesses and as they begin businesses, they don’t know what it’s going to end up looking like.
But then they get to the day where they’ve got this company. Now they’ve had it for, say, 20, 25, 30 years. It’s grown into a really nice company worth a lot of money.
And now they’re going to do that once-in-a-lifetime thing. They’re going to sell it. And they don’t know how to do it, don’t know how to prepare for it.
And they just, it’s all brand new territory for them. So part of why I want to have this conversation with you today is I know that’s a space that you really work in and helping those business owners really get that company value and build it up and get all that together. So I’ll ask you to introduce yourself and just talk about what you do.
And then we’ll continue with asking questions and having a dialogue on how that business owner really needs to benefit from your expertise.
Ryan (2:03 – 3:24)
Sure. Sure. So Ryan Weissmuller, I’m the president and founder of a firm called Fintrepid Solutions.
We’ve been around for about six years, worked with almost 130 companies now. And our whole existence is centered around serving the entrepreneur, the founder, the exact profile of who you talked about, that individuals that started a business oftentimes literally in their garage, built it into something. And most of the time, the businesses that we work with, the leaders are not professionally trained CEOs.
They started a company themselves. They learned how to be a CEO. They learned the different aspects of the business and have really grown things organically.
So really our whole focus. And again, we view it as a service. It’s a passion for us.
It’s a thrill to get to do what we do. But it’s helping make those companies more valuable, more profitable, more sustainable. So that, like you said, if it is a case that they want to sell, that they’re able to hold on to that value, to monetize it, to realize it.
Because again, for so many of our clients, their business is their nest egg. I mean, they’ve put their blood, sweat and tears, financial capital, reinvesting everything in it. So we want to do everything we can to help them shore that up from the inside so that they can tell that story externally and hopefully maximize that exit one day.
Armando (3:24 – 3:45)
Yeah, fantastic. And when you talk about a story, Ryan, what does that really mean, a story? And I guess assume you’re talking to a business owner for the first time who is now thinking it’s time for him or her to sell.
And you’re having the first dialogue with them. And I hear you say the word story. What do you really mean?
Sure. And on that place.
Ryan (3:45 – 7:37)
Sure. I think, you know, in general and conceptually, what we’ve seen with the sale process for our clients is one of the first and foremost keys is making a good first impression. And, you know, it’s very hard to have a bumpy start and then recover from that.
Whereas if you can make that good first impression, it makes the entire process so much easier. So really, you know, I would say looking at it from analogy and thinking of probably all of us at some point, you know, even within our own homes, right? When we have company over, we tend to clean up certain areas of the house because it’s fine when just we’re there.
But if we’re having people over, we’re not leaving those dishes out on the counter, or maybe we’re tidying some things up, you know, on the couch, etc. Yeah, no different with the business. And I think that’s really one of the keys is the preparation to make that good first impression so that the house looks like in order.
And even almost taking a step back, it’s a question I like to ask a lot of business owners is, okay, separate yourself for a second. Now look at your business from the outside. If you were going to buy your business, would you pay top dollar for it?
And so it’s even just reshaping that lens a little bit, because oftentimes, we all do it, we develop blind spots within our own businesses, or things that we can’t see, or, or, again, things that sometimes you need an outside perspective to help you realize, but just having things in order, because it’s so easy. And again, some of these businesses are fast growing as well. So it’s easy when you have growth, and you’ve got so many things going on to maybe lose sight of the fact that is, is, for example, this process over here as tight as it should be, or, you know, are we able to really provide information externally, in a quick manner, in a concise manner, in a manner that presents well, and oftentimes, the answer to that is, is maybe to know.
So that’s always a starting point. Okay, but getting back to what you asked about the story, and I think that’s, you know, it’s funny, and I’m going to use this word that are words that a client actually shared with us a couple of years ago is, to some extent, some of what we do is financial storytelling. And so going in a in a sale process, really, the business owner, oftentimes, is portraying a very compelling story to an audience, they built a business to x, they sell y, they’ve accomplished all these things.
So where the storytelling comes in on the numbers side on the financial side, and really, you know, a lot of areas around the business is do the numbers support that story? Or is there is there a break along the way where, you know, maybe you’re saying, hey, we’re, we’re super high growth, we’ve got all these opportunities, but maybe there was this happened to a couple businesses, obviously, during COVID that we’ve worked with, they had some blips, and COVID hit them in different ways, when they’re going to sell, they’ve got to be able to explain those blips and have a very well reasoned, you know, response on why those blips were there, because there were also a lot of companies that just blamed COVID for things that weren’t really COVID problems.
So, you know, when it comes to different anomalies that have occurred with the business, when it comes to, you know, none of these businesses, even growth, we talk a lot in our office, and it’s one of our taglines, growth breaks things. So even with growth, you know, do you have periods of high growth, where maybe margins didn’t grow as fast as revenue did, that’s very, very common. But again, how do you explain that to somebody externally?
And how can you prove that out? So it’s, it’s having a financial story that supports kind of that visionary story, and that those two are operating in lockstep. And, again, from our experience, and we’ve, you know, we’ve, we’ve been blessed to participate with a lot of companies in that, when those two things are really well aligned, and when you can really not only initially support that value, but then defend that value, because the numbers back up everything that the CEO’s painting from a broader picture, we’ve seen the success in monetizing and monetizing at a high dollar be dramatically higher.
Armando (7:37 – 7:59)
Okay, I’m making some notes here, you might see me scribbling on my pad of paper, but you said a couple things that it sounds interesting, growth breaks things. It sounds kind of silly, kind of counterintuitive, but it makes sense what you’re explaining. As you have growth, maybe you’re breaking through the old processes, or the old boundaries that people used to have, and you have to reshape those to fit the growth.
Is that kind of what you’re talking about?
Ryan (8:00 – 9:13)
No, it absolutely is. And it could be any number of things. So like you said, it could be that just the processes that worked two years ago don’t work anymore, maybe because volume is too great, or because the size and complexity of revenue, you know, sometimes just people break.
I mean, the people that you had in place, I mean, we literally have clients that have grown, you know, two, three X, since we’ve started working with them, the people that you needed at that time are potentially different than the people you need today. So sometimes it’s, it’s people breaking. You know, sometimes again, it can also be that as companies grow, maybe they’re all of a sudden seeing competition they hadn’t felt before, because they’re moving a little bit further upstream, or, you know, a lot of different, a lot of different causes, but yet we see that be something pretty frequent, and not always, not always something to anticipate is growth does break things.
And what makes it even harder sometimes, Armando, is that, that growth, that success can actually mask some of those underlying problems. You’re looking at things growing, but we’re growing 30% a year, everything’s great. But underneath that, you know, whether it’s margin deterioration, whether again, some key people leave, and all of a sudden, you know, there start to be some cracks in the foundation, those, those kinds of things can happen, unfortunately.
Armando (9:14 – 9:49)
Okay, so you’re coming in to take a look from the outside, maybe helping the business owner understand some of those things that are inconsistent, maybe helping to explain some of those anomalies. So when somebody looks at it, like you said, making a good first impression, when they look at it for the first time, everything is consistent. Maybe the people, the processes, what they sell, the revenue, but all that is a very consistent story, story to the prospective buyer.
And it just puts that prospective buyer more at ease that there’s nothing that jumps at as a red flag. Is that right?
Ryan (9:50 – 10:58)
Yes, it is. In our experiences that in general, you know, buyers want a few things. Buyers want understand risk, they want to know what aspects of the business are turnkey.
And so the more that that, you know, a buyer, again, in general, a buyer is going to pay more for a really well run back of the house operation that they know they can fold in and don’t have to completely overhaul overnight, you know, that that that company can can bill effectively, that company, you know, has good HR practices, that company, you know, has the house in order. You know, so it’s so it’s those kinds of things. And I also think, you know, it just the ability to scale is something else that a lot of times, you know, most buyers aren’t looking to buy a business just for a bit to keep doing what it’s doing.
So so understanding that, how is the business growing up to this point, and then what foundation is in place to allow that business to continue to grow and to continue to scale? You know, those are all, you know, key avenues that we see buyers go down. And again, it’s, it’s having the having the right answers or the best answers to be able to support some of that, because those those do tend to be themes that buyers are looking at really scrutinizing.
Armando (10:59 – 11:30)
Okay, you know, that sounds almost a bit, you know, sometimes I’ve seen this over the years with companies are going to go through their first audit, they haven’t had an audit before. So they’re not really sure what to expect. It’s one of the best things they can do is have a pre audit from a different firm, which sounds kind of like what you’re talking about, you come in knowing that someone’s going to go through and look at the entire company from top to bottom.
And you’re helping them get those things lined up. So when the real buyer comes in, you’ve already done the work.
Ryan (11:30 – 13:23)
Sure. Yeah, it’s really, it’s been a central part of our process for a while, Armando with our clients, and there’s multiple ways to skin it. But we’ve got an onboarding process that we take all our clients through.
And that’s really a good opportunity for us to poke all the holes all the holes we can. So we want to be beating it up like we’re the buyer. And you know, thankfully, I’ve been blessed to have a really, really solid team of people around me, we’ve we’ve all been in the middle of a lot of transactions on both the buy and sell side.
And so we in general know what a buyer is going to look for. We’re able to come in and okay, you know, this is maybe a six out of 10. This is an eight out of 10.
This is a four out of 10. And really assess where some of those those problem areas are and really get a good holistic look, like you said, so that we can, we can prioritize, you know, we can shore some things up quickly. Because at the end of the day, and I think one of our real key roles from from supporting our clients through M&A is is identifying those issues, and then taking the objections off the table before they’re raised.
So if we know, for example, that a client last year, maybe they in this, this, this happens to that growth is often very stepped, everybody thinks it’s it’s linear, it’s not it’s stepped. So you have to make investment. And then all of a sudden, you know, you see a good revenue trajectory, then you’re kind of flat making another investment.
And then that trajectory continues. So maybe the company last year was in one of those investing modes, maybe there was a little bit of margin deterioration, you know, or maybe revenue declined a little bit, maybe expenses really went up by way of payroll investing in some new key, key talent. Those could all be very, very sound business decisions.
But But how do you support them? How do you explain them? And so that’s what I mean, by taking that objection off the table, it’s okay, we know that a buyer is going to look at this and scrutinize it.
So how do we come back to them with what the business case was, why it made sense, how we can prove that it made sense. And again, that’s just all part of that story.
Armando (13:24 – 13:48)
Okay. And you know, you hear about buyers coming in, and there’s a due diligence period, where they’re kicking the tires looking at all those all those pieces of information to feel like they know what they’re getting. You also mentioned, they want to understand the risk.
How do you how do you maybe that’s part of your onboarding process? How do you help identify that risk and address it when you’re talking with a business owner?
Ryan (13:50 – 15:30)
You know, it’s so one part, and I should have pointed this out early on. So we have our onboarding process, which is standard across all our clients. But really, our offering, our whole approach is meeting our clients where they are and helping them get where they want to go.
So that by nature is a very customized process. And, you know, we take most of our clients through some form of risk assessment, some are much, you know, much more dialed in in that regard than others. And it’s just a matter of where their area of focus is.
But, you know, sometimes that can take the place of a very, very formal risk assessment, where literally, we’re looking at every area of the business. And, okay, how are we in compliance in these areas? Let’s look at sales tax, let’s look at, you know, HR issues, are there potential cybersecurity issues?
I mean, you can really get pretty holistic with that. But just understanding where those gaps, where those holes are, you know, do you have a lot, you know, a lot of times companies that are in the size that we’ve talked about, they have some key people wearing a lot of hats. So you go to the proverbial hit by a bus scenario, right?
The wrong person, you know, is out of the office for three weeks, what happens? Can the business function? You know, just systems integrity, you know, is the company susceptible to anything there?
You know, data loss, those kinds of things. You know, are there risks from a standpoint risks to revenue? You know, risks from the expense side?
I mean, with just everything we’re seeing going on in the world right now with inflation, and certainly concerns about oil prices, I mean, how susceptible are companies to those kinds of macro issues? Thinking of exiting your business?
Armando (15:30 – 15:47)
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Ryan (15:48 – 16:22)
Understanding that and better yet having a plan on how it’s being mitigated. Again, these are just all things that make that business case stronger and weave that entire story together better. So much the same way we’re looking to not only identify first off identify those risks, and then how do we mitigate them?
And sometimes that’s a process. You know, sometimes it’s just putting some processes in place and having some procedures around it. It can take all shapes and sizes, and we just try to help fill in around our clients based on the gaps that each unique business has.
Armando (16:23 – 16:38)
And are you finding when you’re going through your process, normally the owners are receptive? Or is there a little bit of resistance sometimes that maybe they like the way they’re doing it? And yes, they hear you, but they’re just not going to change that process for whatever reason?
Ryan (16:39 – 18:48)
You know, I think there’s always, it’s a great question. And there’s always a comfort level. And you know, I like to use the analogy, I mean, our clients, they’re, to use a good analogy, they’re performance athletes.
I mean, they have built a very successful business. They’ve gotten things to a point for a reason. They’re very good at what they do.
But you know, more often than not, they haven’t experienced very few half. So when you talk about a sale for the first time, or it’s a lot of just firsts, right? So maybe they’re raising capital for the first time, selling a business for the first time, maybe they’ve outgrown their bank and are experiencing that for the first time, kind of more sophisticated financing.
Any of those firsts that they may not have experienced, those are usually where some of that tension comes in. And so, you know, what we try and do, and I think the thing that’s important is it’s not a, you can never have a one size fits all approach. At least we don’t believe that.
So it’s really based on the culture of that business, based on the goals of its owners. You know, how do you find the right solution for the right time to best support that? And I think sometimes that’s just a conversation.
And, you know, we’re going to lay out, okay, we feel that these three things are very important, and here’s why. But, you know, we’re not going to stand on ceremony. And if, you know, we have clients that disagree with things, you know, from time to time, I mean, if we’re in complete misalignment, that’s probably not going to work.
But sometimes that makes for good discussion. And sometimes there’s very well rounded reasons for things to stay the way they are. What we do know, and when it gets into a sales scenario, and we dealt with this, you know, we deal with this situation from time to time, we know what’s coming.
And we don’t want to be in a position to watch a slow motion car accident. So I think when it comes to that scenario, you know, sometimes it is appropriate just for us to exit stage left. But sure, I mean, it’s a learning process for everybody.
We’re learning how they operate. They’re obviously learning what some of these new experiences are like that they’ve never felt before. So there’s always going to be a little bit of that tension or, you know, curiosity, creative discussion, however you want to describe it.
Armando (18:48 – 19:18)
So do you, you know, some industries are very, very specific. And some have very few players in the industries. But when you work with the company and say that, that they think they knew who the buyer is going to be, and they’d maybe try to mimic some of their processes or some of their behaviors and, and make themselves a nice tuck into a much larger company.
Are you able to help them then also tailor some of their processes so they can fit? Or is that not part of the picture?
Ryan (19:18 – 20:48)
No, it can be. And I think again, I want to be careful with too many generalities. I mean, the point I was going to make at first, and just the thing that we’ve seen, and we caution clients on this, you know, deals don’t always get done with the first buyer.
And sometimes deals fall apart altogether. We had a client a couple years ago that didn’t sell until the third go around. So there is a little bit of a risk.
And we’ll point this out to clients of ours that if they’re too hell bent on thinking that there’s one buyer or, or, you know, two buyers that, okay, well, what if, what if that doesn’t pan out? So, so be a little bit careful in tailoring things too far just for one audience. And, and, you know, one of the mantras that, that, that we operate under is living sale ready.
So, you know, if you’re taking time, if you’re getting out ahead of things, you know, if you’re thinking about selling in two or three years, start now, because it’s, it’s much easier to take your time to build up to some of those things, then all of a sudden rush when you have a potential buyer sniffing, and that way And, and if, you know, if there is a perfect strategic fit where, you know, like you said, a larger player in the industry, or maybe it’s someone who’s looking to, to integrate horizontally or vertically, that that can make a lot of sense. And you’re ready for that. But, but you don’t just have one iron in the fire.
And I think that’s the thing that we’ve, we’ve experienced and seen is, is, you know, deals. I mean, I think I saw a statistic not long ago, and you probably know this too, but I think it’s something like the deal success rates, like 35%, somewhere in there.
Armando (20:49 – 21:16)
Surprisingly, very, very low. Right. But it also sounds Ryan that, you know, when the seller, a business owner is going through the sale process for the very first time, he or she doesn’t know what he doesn’t know what he doesn’t know.
And having someone like you help give them some guidance. And to you, some of these things are extremely obvious, because this is what you do. But to that person who went through the sale for the very first time, it might be a big aha moment for them.
Ryan (21:18 – 22:55)
No, it often is. And the other, I mean, the one thing that is, that is uniform, and almost every buyer, or every seller we’ve ever worked with, has commented on how more extensive the due diligence process was, you know, we hear the comment all the time, well, I didn’t expect that. You know, so you’re exactly right.
I mean, there are ahas. And unfortunately, some of them aren’t realized until, you know, a little too far down the road. But we try very hard, again, leveraging our experience, working with all the clients that we’ve worked with, to educate as much as we can, we know a lot of what’s coming.
And to just be as ready for it as we can. And again, with, you know, the entrepreneurial business, resources are finite. So everything’s not going to be perfect.
You know, it doesn’t make sense to spend just stupid amounts of money to try to get ready for a potential exit. But have your ducks in a row as much as you possibly can. And I think that’s really where the key piece of it comes in.
So we, you know, we’re not afraid to get shoulder to shoulder with our clients and sometimes have tough conversations, explain to them, okay, and oftentimes it is speaking from real client examples. I mean, we’ve been in situations where we had a client a couple of years ago that was actually, they had gone through due diligence with a buyer and it went horribly. And that’s why they brought us in is they’re like, we don’t want to go through this again.
It was a terrible experience. It took like four months of their team’s time and ultimately fizzled. And it was a really nice business.
There was just a disconnect in, and again, how that story was being told to the outside. And that was really the issue that they had to solve.
Armando (22:56 – 23:10)
Yeah. It sounds like a lot of frustration could be avoided on the front end, like anything else, you know, plan ahead, do things ahead of time. And it just makes things sail through much easier when that time really is there.
It does actually happen.
Ryan (23:10 – 24:40)
It does. And like I said, I would always, I mean, somebody who’s thinking about selling in two to three years, start today because it’s, it’s, it can be done in a short period of time, but it is much more costly and much more risky. So we always tell our, you know, that, that two to three years is usually a pretty good timeframe.
And sometimes we’ve got a client that’s, that’s thinking about selling in 2027, that’s even better because then you can really, you know, optimize things. And I’ll give you a great example just to sidebar for a second on Armando is, you know, one of the things that, that, that buyers are looking at, I mean, you know, quality of assets, but also quality of earnings. And, and so that’s not, you know, sometimes companies just try to do things creatively or have, have one really good year and think, okay, we’re ready to go to market, but they’re going to look, you know, the buyer’s going to look at what’s, what’s the true underlying quality of that.
How sustainable is that? How scalable is that? So when you’ve got time and, and you can put some things in place to really drive sustainable EBITDA in our experience, that makes companies much more valuable or sustainable revenue, et cetera.
So, so the more you can get out ahead of it, you know, the better. And I think that that preparation is, is always valuable. And, and it, it’s, it’s just much easier to have all your ducks in a row.
And then, you know, again, in our experience, the seller is able to drive terms in a little bit of a better position than if they’re scrambling to keep up with what, you know, the buyer is demanding and, and maybe have some holes that they can’t address.
Armando (24:40 – 25:06)
Yeah. So what are some of the, you know, what Ryan, what are some of the surprises since you’re going through your process and helping to get the business in, in, and you said a living sale ready. I like that, but as you’re helping them to get to that point, what are some of the more common surprises that the business owners, when you tell them they’re, they’re just not quite sure where that came from, or they didn’t see it themselves.
What are some of the surprises?
Ryan (25:07 – 28:34)
I’ll give you, I’ll give you a few categories. So I think one that often comes up is the ability to look ahead. And so a lot of times, even though they’re going to do their own numbers on their end.
And again, we’ve worked with plenty of private equity, family office, strategic buyers, but, but quite commonly the buyer will ask for, for forecasting, you know, they want to understand what does this look like one, two, maybe even three years down the road. And again, quality, I’ve used that word a few times, but the quality of that forecast. So, so presenting something to a, to a buyer, having well-reasoned assumptions, not just five, you know, we’re going to add 5% here at 3% there.
And I think in, I think it’s really, you know, there there’s multiple reasons why the buyers are asking for that. One, I think they want to understand if the seller really understands the drivers of their business. Two, I think it just gives them a sense of how the, how the business owner thinks and what kind of growth and future opportunity there is there.
But I would say that’s, that’s one area that we find that a lot of, a lot of these entrepreneurial businesses, it’s usually not a strong suit internally and something that commonly gets asked by, by buyers. So I think that’s, that’s one area. Another one, and I talked about this a little bit, it’s just thinking about assets.
So depending on the type of business, you know, maybe it’s a manufacturing company. Buyers are really going to study and scrutinize inventory, accounts receivable. You know, they’re going to look at cash.
They’re going to look at fixed assets. You know, what are the assets on the books? What are the quality of those assets?
And, and, you know, again, why, why are they looking so, so in-depth into inventory? Why do they want to look at my, you know, accounts receivable over the last year? You know, we’re, we’re current within, you know, 30 days with, with all our customers.
Looking at some of that on longer term trends and how those numbers have evolved. I think that’s another area that sometimes, you know, sellers are surprised. I would also say just the length of history sometimes that sellers want to look into and how far back that’s going to go.
And every buyer, every buyer has their own, what I would call underwriting methodology and how they’re going to evaluate deals. But, but a lot of, I think just the depth at which they dive into things, I think is, is often a surprise where, where a lot of, a lot of the sellers think that maybe that, that first pass is good enough for it. Hey, I’ve got a really good P&L and balance sheet I can provide to you, but, but they really want to get in and understand the flows of working capital.
They really want to understand cash. They want to understand what you’ve been expending on, on capital expenditures. So I think the depth of some of those things is, is another area.
And then, and then I would say a third is just the quality of reporting and, and what kind of information does the business have the ability to extract? And, and so some businesses have everything in one system and, and this is financial. I mean, we deal a lot of times with, with non-financial data, there’s operating data, there’s, you know, it could be sales pipelines, it could be, you know, orders, it could be, you know, different key metrics, maybe, you know, things around labor, so on and so forth.
The ability to report out that information and, and to really paint a holistic picture of, of the, the volume of information that’s readily available, what’s, what’s used in the business and what’s capable of being used in the business. I think those are some of the areas that we typically see surprises in.
Armando (28:35 – 28:59)
So you said quality of reporting, having, having good systems in place, maybe capturing the right data, being able to generate reports that will show the data to the prospective buyer. You did say also that, you know, going back, you know, X number of years about how far back they’ll go, what is, what is typical, what is normal as they’re going through the due diligence process?
Ryan (29:00 – 29:59)
You know, it’s, it’s hard to say, and I think it’s, it’s even changed a little bit. We’ve noticed a bit of a shift over the last, really since COVID of, of really a much greater scrutiny on a monthly trend basis. And so I, you know, I would say most of what we’re seeing now is, is 24 to 36 months by month.
But, but sometimes, you know, going back as much as four or five years or more in history of just to really understand where the company’s been, how things have evolved. And I use the term of a, of a financial walk, but just how does, you know, how do we get from year to year to year to year to year? And what’s the explanation?
What, what went into that? What was invested? Why did profitability here decline, jump?
What happened to revenue there? So really looking at a lot of those trends on a very granular basis, and that could be on a shorter period of time with more frequency, but we’ve certainly seen it. So I would say at least three years, be prepared to have really tight numbers for three years, but we’ve seen four or five be requested.
Armando (30:00 – 30:38)
Wow. So you mentioned assets also looking at the balance sheet, you know, the assets that are there, and that, that made me wonder about depreciation and about taxes and about things that, you know, often a business owner is, is going to the, the CTA tax time and saying, I’m paying too much tax. We’ve got to work on this tax bill.
How do we do that? So obviously to do that, you have to show less profit and then pay less tax because your profits are lower. But when it comes to this whole sales process and they engage you say three years before the sale, are you trying to get them on the other end of the scale for profit?
Ryan (30:39 – 33:54)
So we’re trying to get to the right profit. I’ll put it that way. So, because there’s also a risk in trying to stretch profit too far.
And so it’s finding that right balance, you know, again, as I go back to right solution, right time, but I think you touched on a really, really important point. And that is that, that a lot of businesses at some point, and some even continue to, as they’re thinking about a sale are doing some sort of cash basis accounting, which is really how, how tax reporting is done. So if you think about it, you know, you’re incented, well, we’re going to, you know, we’re going to buy a $200,000 piece of equipment and write the whole thing off this year.
So as far as Uncle Sam’s concerned, your income is very low. But like you said, when you’re going to put that in front of a buyer, and the same thing applies, if you’re trying to get get financing from a lender, that’s that doesn’t look real good. So what we really try and do, and I think this is one of the things and I go back to it, that this is where getting out of getting out of it much earlier, and maybe two to three years in advance, is you can put some things in place to get to more of that accrual accounting and not not perfect.
You hear a lot of talk about this. And I think it’s important. You know, there are, you know, fortune 2000 companies have all sorts of time and money to spend.
And public companies are obviously under different scrutiny. You know, for businesses that are audited, they’re obviously under a different level of scrutiny as well. But for a lot of the companies that we work with, it doesn’t mean getting perfect accounting, it means just getting getting accounting that’s close enough is close enough to gap, which is, you know, generally accepted accounting principles as you can, that’ll that’ll pass muster under, you know, under a buyer.
So So like you said, that piece of equipment that instead of showing a $200,000, you know, hit income in the year that it’s purchased, maybe you’re amortizing or depreciating that piece of equipment over 10 years. So the hit you’re taking is only 20,000 to profit. You know, that’s a very different equation on what that means, again, most buyers are going to go off of EBITDA.
So where are there areas in the business that, you know, the other thing that’s quite common, too, is just thinking about it from that cash perspective is a lot of business owners run a lot of personal expenses through their business, which, again, can make sense for tax stance points. But are you are you artificially, you know, deflating your EBITDA, which from a buyer, you know, is a problem. So when we’re, when we’re going in and are onboarding, that’s certainly one of the areas that we’re always looking at.
And, you know, cash basis accounting can, can really distort things. And you’ve got to be very careful about that. And I’ll give you another example on how in a second, to getting it to really what reflects what’s actually transpiring in the business on a monthly basis, you know, and how is someone externally going to account for it, which is more in line, again, with that approval accounting.
So we try to identify where those areas are that we need to address that. And then that’s something that you work toward. And, you know, there may be some very quick things that you’re putting in place right away.
Some others that may take a little bit more time or, you know, you know, fixed assets often are fairly easy, fairly quick. You know, sometimes things like payroll, or even how revenues accounted for might take a little bit more of a process, but getting that as close as you can to what to what a true more sophisticated third party buyer is going to look at is very, very important, for sure.
Armando (33:56 – 34:29)
Yeah, so I can certainly see why you said, you know, two, three years, five years in advance, even better, because you have time to implement and make changes as needed. But then also those changes have time to reflect in that year’s financials, right, that year’s tax returns, getting back to what you said, when you started telling a story, a consistent story from the financials to the processes to the tax returns to everything, it’s one consistent story. That way, the buyer is seeing consistency, because inconsistency makes us all a little bit nervous.
Ryan (34:30 – 36:31)
It does. And I think, you know, I talked about first impressions. And I think the other thing, you know, with a buyer is never give anyone the opportunity to make a mountain out of a molehill.
And so, you know, those inconsistencies, some of those little objections that might pop up that might cause someone to dive deeper and deeper and deeper, because they think there might be a, you know, might just be the tip of the iceberg, that can be very, even if there’s nothing there, it’s time consuming, and it can create the wrong impression. So as much as you can alleviate that, you know, the better. And I think, you know, to what you were talking about, too, with consistency, and where I was also going to go with just cash accounting, is, you know, for a lot of businesses, if they’re just focused on cash, and looking at when money’s actually coming in and going out the door, that can also have wild fluctuations on month to month financials.
I mean, if you think about if we just happen to collect a lot of money one month, that might look like a really good month, the next month might not look so good when underlying the actual picture, you might have taken way more sales orders in that, you know, in that second month. And so it creates a misleading picture to the buyer. So again, that cash accounting can create a lot of volatility, that doing accounting and more of an accrual means and reporting it, you know, more again, to how a more sophisticated buyer is used to seeing it makes the picture a lot better.
And just the only other thing I tack on to that, too, that I think is important, because surprisingly, we run into this with our clients sometimes, and I’m sure you’ve seen it too, Armando, is they don’t know that you can actually have two sets of books. And a good accountant fully understands that there’s tax adjustments that need to be made to your financials to report to the IRS. But you can absolutely report, you know, that that asset purchase the way we talked about and still write it off for tax purposes.
And so that’s another one of those just key pieces of education and distinction. But I’ve been a little surprised at how many times we’ve had to educate clients that that’s the case, because that is not only okay, it’s quite normal, actually, to have two sets of books.
Armando (36:32 – 36:39)
And quite legal. Yeah. Well, generally, when you hear about it in movies and TV, it’s very negative and very illegal.
Ryan (36:40 – 36:43)
We are fans of legality.
Armando (36:43 – 36:54)
But there are certainly tax reasons, tax laws, and they’re there for a purpose. And those are only really seen on the tax returns and no other place. Right.
Ryan (36:54 – 37:34)
Well, and it goes to, too, and I think it’s important that all your resources are talking together, especially through a situation like a sale. But we’re constantly in very close contact with our clients, you know, CPAs, their M&A attorney, you know, their planner, because of those very reasons. If everybody’s not talking, something could slip through the cracks.
And so, you know, if we’re not relaying to their CPA, oh, by the way, they did purchase this piece of equipment, you know, two days before your end, or, oh, by the way, we made a change over here that might be relevant. So making sure that all those people are talking is really, really important, because you can have something slip through the cracks that way. And that can be very damaging as well.
Armando (37:35 – 39:06)
Yeah. So let me ask you, Ryan, we’ve been talking in the context of, you know, a business that’s been around for maybe 20, 30 years, and now they’re thinking of selling. I met with a business owner last week who’s on the other end of the scale.
And yet I thought about you when meeting with him, because even though his business is literally less than 12 months old, it’s just taken off, revenues are going through the roof, cash is falling like crazy, lots of new employees on board. And when I spoke with him last week, he hadn’t done any bookkeeping, any accounting, there was lots of cash in the bank. But as you and I know from just what I’ve described, a lot of that cash is going to go to pay IRS, because there’s been no tax estimates done, penalties and interest.
So he’s really, really behind the eight ball, not intentionally, but the business just took off like crazy. And it’s been everything for him just to keep on top of that business and keep it going. So now, of course, there’s the need to come in and help get things organized, structured, processes, people, all that kind of stuff.
So in the context of what you do, I position that as you’re on the back end of the business when it’s about to sell, but it sounds like on the front end of the business for this one I’m describing, that that might also be a situation where you could probably come in and lend some assistance to help them get better positioned as that business continues to grow and scale.
Ryan (39:07 – 42:04)
Oh, it is. And like I mentioned, our clients, I mean, most companies have some vision of selling at one point. It’s just a question of what, you know, what we’re transitioning at one point, right?
It’s just a question of what the timing of that is. And so, you know, the challenges that they face in different times, and that is going back to the growth breaks things, right? Growth clearly broke some things in that case, because if that business was growing in just a more orderly clip, it’d be much easier as a business owner to keep your arms around it.
And we find that, you know, quite often. And unfortunately, you know, sometimes certain areas of the business just become an afterthought. And we’ve experienced that plenty of times too, where that surprise tax bill, that’s not one that, you know, typically, the IRS is not one that’s real keen on, you can do it, but they don’t exactly like payment plans.
So you might want to be prepared for that. And even though there’s a ton of cash in the bank, how much of that actually needs to go somewhere else? You know, we’ve clients that actually pay very large royalties, because the nature of the business that they’re in, we advise they save for that on a monthly basis, so that when those checks, you know, when those checks are due, they actually have the money to pay it.
So I think, you know, again, that core focus for us, sustainability, profitability, value creation, that can take a lot of different shapes and sizes with businesses. And sometimes it is, it’s very heavy on just, okay, let’s make sure we got the right processes in place. What’s that roadmap to get from here to there?
What we found is both here and there are different for every business that we walk into. Now, are there commonalities? Sure.
Are there different challenges, cultural differences? 100%. But that is the norm is that there’s no norm, because they’re unique in what they do, how they do it, why they do it.
So really, the objective for us is just coming in and assessing what’s there. Sometimes we’re able to just provide some very quick advice, you know, sometimes we’re not afraid to point people in another direction. You know, in a situation like that, I mean, sometimes it makes sense to really just kind of go into triage and get even if it’s some temporary support, sometimes, let’s make sure we just plow through and get all the activity entered somewhere.
So then somebody like us can help interpret it. You know, because we’ve certainly I mean, we had a client that was that was behind on bookkeeping for two years, basically, and help them identify a resource to get them caught up. So then people like us and their CPA could actually come in and provide, you know, some additional value.
So we we provided guidance on, okay, here’s what we want done, here’s how we want done, and then help identify resources to go in and do that. So it really, it’s oftentimes in those situations, a team effort. And we’re, we’re all about creating value.
If we can come in in a situation and add value for a client, that’s a good indication that it’s going to be a good fit. And we’re not a fit for everybody. And we’re not afraid to try to find, you know, a resource that might be a better fit.
Armando (42:04 – 42:46)
Yeah. So Ryan, are there examples you might be able to touch on where you’ve come in and, and help the business owner get through some of this, maybe identify some problems, you mentioned your onboarding process that everyone goes through when they on day one, when they come on board with you. So your, your, your, your goal is to help I see where they are, as you said, see where they are, identify what some of the issues are, and then help them fix those.
You mentioned also, getting to sustainability, getting to profitability, and value creation. So any examples you might want to touch on where you’ve, where you’ve come in and address some things that have been very, very helpful, and of value to that business owner?
Ryan (42:47 – 46:22)
Sure. I’ll use, I’ll use one example that was in the, in the arena that actually ended up in a sale process. So this was a client that actually hired us, ended up being almost two years before the actual sale occurred.
But, but he was basically his, his motivation was he was thinking about selling someone who’s actually sniffing around his business. And he was worried that some cracks were starting to appear that maybe he’d outstripped his people a little bit. And sure enough, his team was barely staying above water.
And this is from a, from an accounting perspective, from an HR perspective, even from an operational perspective, just because they had grown so quickly, their number of customers had about tripled, and really not a lot had changed in the business itself. So you were asking the same people, the same systems to support, you know, much larger growth. And so we went in in our onboarding process and actually identified, you know, the CEO had a couple pain points that he identified day one, we found about four or five other key risks.
And one of them was that they were not handling sales tax properly. So that’s a, you talked about the IRS earlier, that’s a key risk. And so we helped him go in quantify that risk.
And that was one piece that we addressed, you know, fairly quickly to make sure we could get that shored up. But then just developed out of that onboarding process, we developed essentially a roadmap. And so with that roadmap, we identified that they need to add, you know, at least two, maybe three people to their internal team just to help support that growth, because we really dove in and got an understanding of who did what and what was everyone capable of and how did that how did that jive with the volume and the, you know, the underpinnings of the business that needed to occur.
We helped put some some better, you know, reporting forecasting in place so that that business owner had visibility and understood where was he really at because at the time he was, he was really seeing financial information of any kind 45 days after the end of the month, which by that point, not enough time to make many changes. So not only were able to speed that up just by some process changes and leveraging some best practices, but then also helped him with some forward looking information so that he was able to then evaluate decisions. And we were able to help him with some what if scenarios, so that he knew an investment he was making, which turned out to be a small acquisition, actually proved to be very beneficial when he ultimately did sell.
But we went through a very thorough evaluation process of here’s what this could look like if we buy it, here’s how to structure it. So really, that was a case of a multifaceted role where it was, you know, helping identify some process, supporting their team, mentoring their team, while at the same time in the back of our mind, knowing that this client was thinking sales. So how do we also shore up some things so that when that first package went, was requested by the buyer, we had everything with a pretty bow around it.
And we also had confidence in the numbers behind it. Because you brought up that point, which was a very good one. It’s very hard to go back and clean up numbers historically, you can do it.
But it’s much easier. That’s why those two to three years matter. It’s much easier to be able to put those things in place and then use that going forward.
So I’d much rather show somebody three years that, you know, we’ve leveraged best practices and put numbers together as opposed to coming in and trying to fix the last two. It can be done, but it’s harder. And it’s less precise.
And it’s more complex.
Armando (46:23 – 46:57)
I’m glad you brought that up about the acquisition. You said that knowing that that business owner is going to sell that company down the road, you’re able to help evaluate an acquisition and really see how it fit and how it helped. It helped the overall enterprise value be more for when the sale came.
It was more, there was more value there. And as you said, value creation, that was part of it. It wasn’t just making the business maybe more efficient, prettier, etc.
It was adding to it by acquiring another company, which helped that business owner get to the end goal.
Ryan (46:58 – 48:29)
Yeah, and that really is a key piece. I was actually just talking to a potential client this morning, doing a little discovery and learning more about where they were trying to go. And she brought up something that, again, we hear from clients all the time is I’m evaluating this, whatever this is.
Maybe it’s in her case, she was looking to hire basically a new specific sales team for an expansion of part of their business. But we hear that all the time. I’m looking to invest in this equipment.
I’m looking to add people. I’m looking to buy a And they operate a lot of times on gut. And again, that gut has been very successful in getting to where they are.
But it is nice. And they’ve found a lot of value in groups like us being able to just be another set of eyes, provide some additional information, some additional things to think about, things to ponder. So that you’re trying to make an educated decision of, okay, what has to be true for this to work?
What are some of the risks in doing this? Can we afford to do it? Is the ROI there?
Because especially as you’re thinking about a sales scenario, you go make a big investment, doesn’t pan out. That’s probably hurting your value, not adding to it, even if that was the original intent. So to vet those decisions and to be able to play, I mean, the power of the what if, I think that’s the best question you can ask at any point in of what if, and really explore that, understand it, and probe that.
And I think that guides a lot of decisions.
Armando (48:31 – 49:14)
Yeah. And I can see what you’re describing as well. When people start businesses, sometimes they’re methodical, they know what they’re doing, and they go out and execute on that.
But I think more often than not, they just start a company and they just have nothing more than the desire to make it happen. And somehow it works. But then as they get further along, maybe 20, 25, 30 years down the road, and they’re looking at expanding and making more acquisitions and changing things, they realize they’ve got to bring in the right expertise to help with that, and that it is available.
All they have to do is find that expertise and bring them on board for that specific task, whatever that task may be. And in that case, maybe making an acquisition or whatever it might be.
Ryan (49:14 – 49:15)
It takes a village.
Armando (49:17 – 49:42)
Yeah. And it takes a lot of expertise to run a company as well and grow it and get it ready for sale. Right.
Any other thoughts that we haven’t touched on with this conversation? And really thinking of that first conversation you have with the business owner, maybe that’s your onboarding process, maybe the questions you ask in that process, but are the things that often come up in those initial meetings that we didn’t touch on that you think we should talk about as well?
Ryan (49:43 – 53:26)
You know, I think I would say a couple of things. And one thing that I would say to just any business owners out there is really, what’s the why behind the goals? So, you know, a lot of times, and I think this is something, you know, before even bringing a client on, we go through an upfront discovery process.
Again, just trying to assess, is there a fit? You know, where are they, where are they trying to go? And again, is it something we might be able to provide value with?
But we spent a lot of time really exploring around the why, and that continues into our onboarding process. So a company looking to sell, well, why? Why now?
You know, because I think a lot of times those, again, those probing questions and understanding the reasoning behind it, sometimes it might make sense to wait a little bit longer. You know, sometimes there are certainly businesses that are cyclical or businesses where there’s a certain market, you know, market cycle, market peak, that it does make sense to try to time things very specifically. So it’s making sure that you’re evaluating all those things and that there’s real good basis behind those decisions.
And so it’s always easier for any group, whether it’s us or anyone else, but the more that the business owner can have good, clearly defined, beaten up goals, it makes it easier then to come in and, you know, really come in and execute much more quickly. Now, that’s not to say, and we certainly are, you know, quite adept and do it all the time of getting in and really asking those questions and help fleshing that out with clients that we’ve already got. But I think that ultimate direction, what they’re looking for, because we’ve also seen, you know, business owners who have sold that have seller’s remorse.
And it’s probably because they didn’t have some of those, or maybe they thought they should have sold for a hindsight, or maybe, you know, they regret that the process was as painful as it was. So I think, again, just asking a lot of those questions up front, getting really, really deep and understanding what’s driving all this and what are the options as well. I think that’s another key piece that sometimes, you know, is lost sight is there’s a lot of different ways to skin the cat.
There’s a lot of different pools of buyers out there. There’s a lot of different options. I mean, sometimes it makes sense for, there’s things like ESOPs, you know, there’s succession to family members, there’s key employees that sometimes can be buyers of businesses and options on how to go there.
So there’s no one right way to really address any of this. I think it’s, again, understanding those whole pieces. And then the last piece of advice that I would throw out, and this is something that we run into quite often is an early objection is just because your neighbor did something does not mean that it applies in your case.
You know, we had a company that was, came to us and ultimately didn’t become a client, but I’m always stuck with this example. And, you know, he told me that his neighbor just sold his business for 5X revenue. And he was telling me what he thought his business was worth.
Well, the neighbor had a very fast growing technology company that probably reasonably was worth five times revenue. He was running a manufacturing business that had 4% margins. They’re apples and oranges.
So just because you read something out there, you see something out there, you know, a lot of CEOs are involved in different peer groups like the Vistages, the EOs. Understand the context before just taking some of that surface level information, because that can be dangerous, can set some bad expectations. And again, it’s an uneven market, that stuff’s always great to hear.
But beware and do your homework. That can be a painful lesson.
Armando (53:26 – 53:53)
Yeah, no, that makes a lot of sense. And I like that you said, you know, what’s the why? Why do you want to sell?
Because sometimes people think they want to sell because that’s all the only option they have. So you talked about maybe an ESOP or maybe sell to a relative. Those are all possible options.
And if you don’t understand the why, the motivation behind what they’re trying to get to, then you might help them walk down the wrong path. It’s critical to understand the why.
Ryan (53:54 – 54:22)
And I think that’s exactly it. So for someone who wants to sell early, because they think they should sell early, but actually could do better by taking two or three years to really build sustainable EBITDA, if no one’s asking that question, you might sell for less money than the company’s worth. So, you know, so taking the time to understand that, and then based on once you validate that why, then you figure out the plan of attack and go do it.
But that why is so central to the starting point.
Armando (54:23 – 56:25)
Yeah. And you also mentioned something else about maybe seller’s remorse. I saw a statistic recently that said that more than half of the sellers of businesses are unhappy after the sale, for whatever reason.
And that also comes right back to the why, you know, why did you want to sell in the first place? Maybe they didn’t have their plan about what they would once the sale was done. Maybe that’s why they had remorse, but whatever the reason, they might not have sold for the right reasons, or they maybe didn’t exit the way they think they should have or could have.
And comparing to your neighbor who sold for X and you think you’ve got a similar company, companies are all different. They’re very, very different. So I’m glad that you’re able to help them understand the differences and how they can maybe shore up some of those weaknesses so they can get a better value when it comes time to actually sell that business.
Absolutely. Good. So you can help companies on the front end when they’re getting going and maybe stretch some of that on the back end as well when it comes time for them to sell.
You did say, just a quick recap here, you did say that you’d prefer ideally to have maybe three years, maybe five years before they want to sell. That gives you enough time to look, evaluate, and execute and see all those numbers flowing through the financials and it makes for a better story. You said, you know, make a good first impression, tell a story, tell a consistent story with everything about that company.
If there are anomalies, make sure to explain them, have good forecasting so that it’s well-reasoned forecasting, well-thought-out forecasting, and that helps the seller understand that you do know your business and you are looking at things that matter. But again, it gets back to that consistency. So you mentioned a lot, right?
I’m just looking at some of the other points you made. You said, living sale ready, you know, have that business and run it as if you were going to sell it, even if that’s not the plan. But it sounds like that’s going to help them run a better business anyway.
Ryan (56:27 – 57:20)
It is. And to go back to one of the analogies that I started with, Armando, in closing is, again, thinking about having company over. Much better to actually do a thorough cleaning if you’re really trying to impress people as opposed to just taking a bunch of things and throwing them in a cabinet, because that buyer is going to open that cabinet.
And so taking the time, being ready, doing it right, it’s not always the easiest decision. It’s hard sometimes to pause and actually take time to do things that aren’t just the fires that are right in front of an entrepreneur. Again, we see this every day, so we understand that business owner.
It’s just the better, more successful, more viable long-term route that’s going to drive the most successful exit and most profitable business that that business owner is trying to maximize.
Armando (57:21 – 57:37)
Yeah. And Ryan, when you’re brought into a company and they’re asking for help, if they know of things that they believe are weak or that they think are weak or that could hurt them when it comes time to sell, you’d rather hear that up front from them, I imagine?
Ryan (57:38 – 58:07)
No. And that’s part of the discovery is sometimes those clients and the onboarding, sometimes they’re going to know issues right off the bat, which is always great. Sometimes we ask questions that will bring that out.
And then sometimes we identify those things just by getting in and peeking under the covers and seeing some of those blind spots that they didn’t know that was there. But by all means, we encourage our clients just vomit everything you know on us, because even if you don’t think it’s relevant, it may be. So that self-awareness is great.
Armando (58:08 – 58:35)
Yeah. So you’re there to help them, not to penalize them or harm them. And if there is an issue that needs to be addressed, then you will help them address it so that when it does come time for the buyer in the due diligence process, you’ve already addressed it, maybe position it the best way you can, whatever that issue might be, but it’s in the owner’s, the seller’s best interest to really disclose that and have that dialogue with you ahead of time.
Ryan (58:35 – 58:49)
Yeah. We’re on their side of the table. We’re the good guys.
You know, we talk about all the time and it’s fun to be the good guys because we’re there to help. And sometimes that means we’re asking tough questions and we’re bringing things up, but it’s so that when the lights are on, we’re all ready.
Armando (58:50 – 59:00)
Yep. Fantastic. Fantastic.
So Ryan, if somebody wanted to get a hold of you, if they liked what they heard and really want to talk with you, what is the best way for them to reach you?
Ryan (59:01 – 1:00:02)
Sure. I would point people to our website, fintrepidsolutions.com. So that’s that’s F-I-N-T-R-E-P-I-D solutions.com.
A lot of great content there. We post blogs regularly. And I think, you know, some, one of the things we have on there is the problems we solve, because again, for a lot of our clients, they just know something’s wrong.
They don’t know exactly what it is, but that’s often a good place to start is those problems. You know, my contact information is on there, certainly on LinkedIn. Again, try to post a lot of content there.
But yeah, no, always, always happy to be a resource. And again, my information’s on there. So feel free to reach out to me directly.
Never, never too busy to have a conversation with an entrepreneur. I love the, I love hearing the entrepreneurial story. That’s why I get up every day to do this.
And, and, and, you know, we try to help in any way that we can, even if that means pointing someone to another resource. But, you know, we’ve been very fortunate and have had a lot of clients say a lot of wonderful things about the value we provided, and that’s all you can ask for.
Armando (1:00:03 – 1:00:10)
Excellent. Good. So Ryan Weisman, Fintrepid Solutions, and then your website again, just one more time, just so that it’s clear, please.
Ryan (1:00:10 – 1:00:18)
Sure. FintrepidSolutions.com. So F-I-N-T-R-E-P-I-D Solutions.com.
Armando (1:00:19 – 1:00:22)
Fantastic. Great, Ryan. Thanks so much for the time.
Really appreciate it.
Ryan (1:00:22 – 1:00:24)
Thank you, Armando. Appreciate it. Take care.
Armando (1:00:25 – 1:00:55)
Thinking of exiting your business? You may have only one chance to get this sale right. Your family depends on it.
Come hear experts who plan and negotiate successful business exits for a living. Bring your questions. Live panel discussion followed by Q and A.
Join us Thursday, April 27th, 2023 at the next Scottsdale Founders Forum, a biannual live event for the founder considering exiting in the next five years. More information available at ScottsdaleFoundersForum.com.
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