Graig Presti is one of the few people I’ve interviewed more than once for Bright Ideas. In Graig’s first interview, we talked about how he started from nothing to build a 7 figure marketing agency in his first year.
Graig was making so much profit from his agency that he wanted to invest it elsewhere. Since he’s every bit the business person, he ended up buying another business. It’s a move that has been both challenging and rewarding. Graig gives us the scoop on the purchase and day to day operations of his acquired marketing agency. If you’re interested in business acquisition, be sure not to miss this episode of the Bright Ideas podcast.
Listen now and you’ll hear Graig and I talk about:
(02:50) Introduction
(04:10) Why he bought another SEO company and his background
(08:50) How Graig funded his purchase
(11:20) Why he used an SBA load to fund the purchase
(17:50) Risks to the borrower with an SBA loan
(22:50) Overview of the terms of note
(27:50) Overview of how I bought a company with an earnout
(35:50) Overview of how he found a business to buy
(42:50) How he mitigated the risk of spreading himself too thin
(47:50) What things indicated to Graig that the business held a lot of potential
(49:50) How to retain the people in the business
(54:20) How Graig is dealing with some personnel surprises
(58:50) Why relying on a sales-based culture is a huge risk
(60:50) How sales staff compensation plans affect an acquisition
Resources Mentioned
BizBuySell.com
How to Build a Business and Sell it for Millions
Built to Sell
More About This Episode
The Bright Ideas podcast is the podcast for business owners and marketers who want to discover how to use online marketing and sales automation tactics to massively grow their business.
It’s designed to help marketing agencies and small business owners discover which online marketing strategies are working most effectively today – all from the mouths of expert entrepreneurs who are already making it big.
Listen Now
Transcript
Trent: Hey there, bright idea hunters, welcome to the Bright Ideas
podcast. I am your host,
Trent Dyrsmid and this is the podcast for marketers and entrepreneurs
who want to discover how to use content marketing and marketing
automation to massively boost their business.And the way that we do that is that we bring proven experts onto the
show to share with us exactly the steps that they used to achieve the
results that they’ve achieved. This episode is no different.On the show with me today is a guy by the name of Graig Presti, who
has been on the show with me before and this is an episode unlike any
other than I have ever recorded, because instead of talking about how
to sell stuff and how to improve your marketing.Graig and I actually have a very detailed two way discussion where we
both share stories about companies that we have recently acquired.In Graig’s case, he acquired all of a company and in my case I’ve
acquired half of a company.In my case, I didn’t have to use any of my own money to do it and in
Graig’s case, he was able to only pay for a portion of the purchase
price with his own money.Then in the episode, you’re going to hear us go into detail of how he
structured the agreement to be able to buy a very successful business
that was 12 employees deep with significant amounts of revenue,
without having to write an absolutely huge check.If you have never thought of acquiring a business to achieve faster
growth, this is an episode that I really strongly encourage that you
listen to, because there are some absolutely wonderful stories in here
from both he’s and I’s experience and you’re going to get a whole lot
out of it.Before we welcome Graig to the show, I do just want to very quickly
tell you about the Bright Ideas Mastermind. If you are running an
agency or you are an independent consultant or a freelancer and you’re
looking for ways to make your business grow faster, go to
brightideas.co/mastermind and you’ll be able to learn all about the
bright ideas of mastermind and apply to become a part of it.It’s a very active group. We’ve got folks that are all focused on
achieving the same results and we’re all helping each other to move
forward in a short period of time that we can do all on our own.With that said, please welcome me in joining Graig to the show. Graig,
welcome back to the show for another appearance.Graig: Hey Trent, I appreciate you letting me on again. You’ve liked
my stuff before, so it
doesn’t seem like it’s annoying so I appreciate you letting me jump
on.I have some different stuff to talk about today, which I think the
response was very overwhelming on the last podcast, though I think
this is something that shaped people’s mindset a little bit on what
their current business is or what business they want to be in. This is
pretty cool stuff.
Trent: With that said, people are wondering already what are these
guys going to talk about
today? Graig recently bought an SEO company and having founded and
sold a company and been through the whole cycle myself and actually
just last Saturday, I bought half of another company, I thought that
this would make for a very, very interesting discussion for people who
maybe haven’t thought of buying a company or are thinking about but
have never done it before and don’t really know what to do or just
want to vicariously participate in the experience as it were.
So that’s why Graig and I decided to do this discussion. Graig over to
you, why don’t you tell us a little bit about what it is that you
bought?
Graig: People may or may not, you probably have new subscribers, so
just a quick overview, a
little bit about me because this is exactly why I bought the business.
I am the CEO and founder of a company called Local Search for Dentist.
Basically, over the last three and a half years, we have helped
dentists all over the world use the local internet to get more
patients in the cities that they serve.
It’s very nichey, very niche specific, services are very specific. At
a certain point, depending upon your goals, which mine are always
adding to my networks, adding to my overall streams of income, because
you never should have one stream of income, by the way.
That being said, I’m severely limited to what I can do. I can’t go out
and start to work with plastic surgeons or other doctors. I can only
work within the dental space. I was limited.
I started to look for the opportunity, basically, how can I go into
different markets without having to build everything from scratch?
Spend the next two years doing it, trying to spend a bunch of money to
build an infrastructure, hire, maintain those people.
As you know, Trent the quickest way to do that is to just leap frog
the whole process, find a business that’s for sale or maybe not for
sale and start to get the negotiations to acquire that company that
has the features that you’re looking for.
What I decided to do was go ahead and acquire another SEO local
marketing business that serviced all types of industries. That way,
that will be my slack adjuster so I can now go ahead and take my
already very good marketing system and plug it into another business
that’s underachieving it in my eyes and that’s exactly what I did.
That’s one method where people might be doing just one particular
thing right now. The quickest way to add on to what you’re doing is
like what you said. You bought a part of a company for a very specific
reason, probably very similar to what mine was.
You found a need that you knew, you went out to try to do it on your
own, number one, you’d be strung out. You’d probably give up and it
would take you two years to do it and a lot of money and that would
even be if you could finish it. Buying a business or a part of a
business is the next best thing.
Trent: There is a whole bunch of benefits to it and so folks, here’s
the things that Graig and I
are going to work our way through in the discussion that you’re
listening to.
First of all, how do you fund the purchase of a new business? I’m
going to ask Graig details about that. I’m going to share what I did.
I want to say in advance, that even if you don’t have any money, if
you have other assets, intellectual assets, you can actually acquire
portions of a business without any money at all.
I know that sounds fishy, but I’m going to explain exactly how I did
it, because I didn’t write a check to buy half this company and nor
did I have to write a check.
Graig: You’re a lucky man.
Trent: I’ll give you the details on that. We’re also going to talk
about how to find a good
business to buy and I’ll get Graig to share his story and I’ll share
mine, and then what to look for when buying a business in terms of the
finances, the marketing, the people and all of the other moving parts
for lack of a better term.
We’ll talk our way through that as well, and then assuming that we
don’t go too long talking about all that stuff, we’ll also talk about
how to deal with the lawyers and the bankers and the accountants that
may or may not be involved in the transactional.
The larger the transaction you’re doing, the more likely those folks
are going to be involved. That’s what we’re going to cover in this
podcast episode and I think that you’re in for a real treat.
With that said, Graig, simply from your laughing when I said I didn’t
have to write a check, you did.
Graig: I did.
Trent: What do you want to share about the financial cost of acquiring
this company?
Graig: There’s a myriad ways to go about buying a business and I’ll
let you talk about what you
did because that sounds like that’s pretty unique, but there’s a few
ways to do it. I’ll tell you the way that I did it and then I’ll tell
you there’s other ways to go about even offering it.
Depending upon your cash flow situation, everybody has different
amounts of cash, different amounts of net worth, but what I did was I
actually went into the negotiations talking about doing just a buy out
on a sketch book.
If the company’s worth a million dollars, basically I went and offered
them a million dollar note that we scheduled on a pay out. What that
allows you to do is one, the company is funding itself so if you’re
buying a profitable business, you don’t have to worry about stroking a
check. The business is going to pay the note to the former owner.
What that really allows you to do is obviously not have to fund it on
a large scale yourself, but it also keeps the seller in a very, very
secure situation. They’re not going to really screw around with the
purchase.
They’re going to be very forthcoming with due diligence. They’re going
to be very forthcoming with how the business works. They’re probably
even more willing to help you launder more than their minimum
consulting agreement.
They understand if they do anything sketchy, you’re just going to cut
the note off and you’re not going to pay them and you really have the
control. It lets you save cash. It’s basically self funded. That’s one
way to do it.
I went and negotiated and tried to give that a go the first time. That
didn’t work, but I still wanted the business, so the rule of thumb
there is always go with what you want right out the gate. I didn’t
want to write a huge check if they were going to take that offer.
Long story, short I went ahead and actually used an SBA loan. Here’s
why I did that. One, right now money is super cheap. Rates are at all
time lows and it basically allows you to get a better price for the
business because if you get an SBA loan, the seller essentially gets
cash.
You can really cut them out a nice big check and they’re going to be
gone and you can actually pay a lower price.
The caveat to that is the SBA loan process can be underwriting on your
home. It can be intrusive. It can be annoying. It can be stressful at
times, but the benefit is, the money is cheap. If you buy a profitable
business that funds itself and you can really get a nice price on the
business that you’re buying because it’s a lump sum.
I’m going to say this with a little bit of another caveat. You should
always keep a percentage of the sale as a note. Don’t do an entire
stroke the check whether it’s an SBA or whatever all up front, because
there’s always going to be things that you don’t know and what happens
is, what if you buy this business, they sign a non compete and six
months down the road, you find out that they’re stealing customers or
they went into business as a competitor.
If you already paid them one lump sum and you have no way to hold
money over their head, what are you going to do? You’re going to sue
them, it’s going to cost you all sorts of money, but if you have a
note for the balance paid out over the remainder for the rest of the
business, you can stop payment on that note and that’s going to be an
instant leverage point for you. That’s very important.
That’s what I did. I went through the SBA loan process, looking back
on it it really wasn’t that bad. It can be stressful at times, but I
got a really, really good price on the business.
I kept a portion of the business on a promissory note in the event we
did have any issues down the road. I didn’t anticipate any, but in
trend sometimes that stuff comes up. That’s really what we ended up
doing, was just doing an SBA with a promissory note.
Trent: Let’s talk a little bit more about the details on that from a
risk mitigation perspective on
the buyers, which is you. When you have an SBA loan, first of all what
percentage of the purchase price excluding the promissory note, do you
want to disclose any of the real numbers or should we just make up
numbers for the purposes of percentages?
Graig: Yeah. We’ll make up numbers.
Trent Let’s just say the business was a nice round number, $100,000 bucks.
Easy to do on 100
grand. What percentage was the purchase price held back on the
promissory note?
Graig: What percentage of the purchase price was held back? That
depends because the SBA
has their own rules for the promissory note. It’s actually a good
point.
Trent: That’s why I’m going down this road, so you can explain this.
Graig: You know that they require a certain percentage of equity in
the business already. I
think it’s 25 percent off the top of my head.
Trent: That was where I was going.
Graig: If you do a promissory note, and they’re going to use that as
equity, the SBA is going to
look at that as equity, I believe you cannot issue a payout from the
note to the seller, I believe it’s two years.
I can’t remember because we didn’t do this, but I remember being a
point of contention was you cannot pay that out for two years. You
have to have 25 percent equity in the business yourself.
Trent: You had to write a check for 25 percent of our $100,000 is that
correct?
Graig: Correct.
Trent: Then you went to the SBA to get another large percentage of the
$100,000 and then
some additional percentage of the $100,000 was held back in a
promissory to protect you. Is that correct?
Graig: Correct. Let’s do it this way. $100,000 purchase of the
business. That’s a letter of intent
and everything, $100,000. The percentage of the note, we’ll say was a
$50,000 note negotiated. You need to come up with $50,000 cash.
The SBA loan is going to be $50,000 cash. The SBA is going to require
25 percent of that be your equity, your cash. You have to put 25
percent of $50,000 down.
Trent: In that case you’re writing a check for $12.5 thousand, the SBA
is loaning you $37.5
thousand and the seller is carrying a note for $50,000.
Graig: Correct.
Trent: You’ve acquired $100,000 business for 12.5 percent equity out
of your bank account.
That was the first thing that I really wanted to get to because for
people who haven’t bought a business before and haven’t applied for an
SBA loan before didn’t know that the seller could carry a note for
some portion of the sales price. They might think, I can never afford
to buy a business but that’s not necessarily the case.
Graig: Exactly. Having that percentage of the note lessens the cash
burden and then the SBA
obviously you can get a really, really nice rate. You can get really
cheap cash and then the business funds that barring you buying the
business, by the way, it’s already profitable.
It should just self liquidate itself. You should just be paying that
with the business. It shouldn’t be a problem, which by the way the SBA
is going to do their own cash flow projections anyways so they’re not
going to lend to you if the business is going to crash.
Let’s be honest here with everybody that’s listening. This is actually
a good topic. If you’re going to borrow it from SBA, if you’re going
to get somebody who’s a multi millionaire who can fund it or whatever
it is that you want to do, they’re all going to go into really deep
inside the financials, look at the cash flow, cash is king.
They all want their money back. If they’re lending you at a six
percent rate, they want to know in the first month are you taking that
business over, what is the cash flow going to look like and they’re
going to run those projections.
If they’re uncomfortable with it and it’s inconsistent, one you might
not want to buy that business, two you’re not going to get your
lending even if it’s from a private lender. That’s important to know.
Trent: As the borrower from SBA, what is your liability in the event
that the business were to
default or you couldn’t make the payments or did you personally
guarantee the loan?
Graig: You always have to personally guarantee the loan. It won’t
otherwise let you. It depends
on what state you live in. You’re in Canada, right?
Trent: No. I’m in Boise, Idaho.
Graig: I thought for some reason you were in Canada.
Trent: I’m originally from Canada.
Graig: That’s it. It depends on what state you live in. For example,
I’m in Illinois so I have
businesses that I used as collateral, but in the state of Illinois
with the SBA, they require that I not put my house up, but essentially
by default they could go after the equity of my home.
For example, if you live in Texas, they have the homestead laws there.
They can’t do that. It depends state to state, but you have to always
personally guarantee a loan and at the same time, they may ask for
additional collateral whether it’s an existing business, a home,
things like that.
You’re always going to have to personally guarantee the loan. They’ll
make you take out a life insurance policy.
That’s another thing you have to remember is anyone you lend from even
a private lender that’s not SBA may require you to take out a life
insurance policy for the full amount of the amount borrowed because in
the event that you drive on the street and you get hit by a bus, who’s
going to pay for the loan?
You have to sign the life insurance. Little things like that that you
don’t know about, that you don’t anticipate. One thing to remember is,
this isn’t like a mortgage where it’s federally backed by the
government for a certain dollar amount.
There’s no guarantee that the SBA or a private whomever is going to
get their money. This isn’t a federally backed program like that. They
want to go ahead and make sure that they feel as comfortable as
possible. Little things like that.
Trent: Let me ask you a couple more questions about this because
there’s some more details I’d
like to extract. The questions I want to ask are about whether an
investor could have provided you with the 25 percent of the amount
borrowed from the SBA which was 12 and a half percent of the total
purchase price in our scenario, so $100,000 purchase price, you wrote
a check for $12.5 thousand. Would the SBA have cared if the investor
gave you the $12.5 thousand. When you buy a house, you have to do
proof of funds and you have to show–
Graig: They don’t care where the cash comes from. Basically, they just
ask for you to wire the
money over. As long as it was in your business account, whether it
came in there two days ago, they really don’t care and chances are you
would probably have an investor written into the purchase agreement
anyways.
So, when they look at that they would know okay, there’s an investor
here and that’s just cash. All they care about, Trent is are they
going to get their money? They really don’t care where it comes from
in a way.
Trent: That’s how it should be.
Graig: As long as the business is cash flow positive, you usually
won’t have any problems. If
you went and you needed a certain purchase price or whatever, they’re
going to evaluate the business too. They’re going to do their own
evaluation as well. They don’t really care where the money comes from.
Trent: How many years is the SBA loan for?
Graig: They give you options. I think I did a five year SBA, I
believe.
Trent: How about the note to the seller? What are the terms of that
note?
Graig: It’s all negotiable too.
Trent: Of course. With the seller you can negotiate anything you can
get them to agree to.
You’ve got payments to make on this SBA loan out of the cash flow of
the business. If you use investor money for the $12.5 thousand, so far
you’re out of pocket nothing.
In your case, you’re out of pocket $12.5 thousand, but you still owe
this other $50,000 to the seller of the business and you obviously
want to be very careful of how much debt servicing you have to fund
out of the cash flow of the business because you don’t want to have
negative cash flow. There’s no point in doing that.
What do the terms of the note look like?
Graig: We did a five year note at I think it was just a small
percentage. I don’t remember the
exact percentage in my head right now, but it was a five year note
paid out monthly. I don’t remember the exact percentage right now.
Trent: You did have a monthly payment to make to the investor at the
same time as you had a
monthly payment to make to the SBA?
Graig: Correct.
Trent My point of bringing that up folks, is that as I’ve said before, you
can negotiate just
about anything, so you may have in Graig’s case, he may have been able
to get the seller of the business to defer receiving any payments for
six months or one year or two years. There could have been a balloon
payment at the end of the note.
Graig could have put up his car for collateral on the note. The point
is, is it’s a white canvas when it comes to negotiating with the
seller. Having been a seller myself, the thing that you really have to
understand is that your seller, especially with smaller businesses
that are under $10 million in annual revenue, the seller might not
have that many options to sell it and they might really want out of it
for who knows whatever reasons.
Health, divorce, is bored stiff, hate going to work every day and
that’s part of the thing you’re really wanting to try to cover in your
negotiations is why are they wanting to sell.
In your case Graig, was this a business that was for sale or was this
a business that you talked someone into sell?
Graig: This business was for sale. It wasn’t like I approached, which
you can do that by the way
too. Approach the business and offer to buy it. You can do that too
but this was for sale. There was a broker involved so people need to
understand that portion of it as well.
Maybe we use this as a segue into our next topic, but dealing with the
personalities involved in a transaction is always an interesting song
and dance. It really is because you’re going to have different parties
with different invested interest, different viewpoints, different
angles and views on everything.
Some having done many transactions, some having done very little and
you know who to weigh in on what and as the buyer, you need to be very
mindful of people’s motives.
Trent: Absolutely. That’s so critical in what’s going to be important
to them in the negotiation
process. Graig, before we segue in how to locate a good business to
buy, I want to very briefly tell the story of how I acquired half of
this company. It’s quite a bit different than what you did and it’s
something that I think anyone could do given the right situation.
When I moved to Boise here, I was introduced fairly early on to a very
smart individual who had become very successful in the space that I’m
in and this is a guy that I had a great deal of respect for and he had
this particular company, is a software service company.
On my blog I’ll be talking about all the details on this but I think
just for the time being, I’m not going to mention the name of the
company or the name of the individual and I’m going to be a little bit
vague.
I’m not going to disclose exact prices. I want people to understand
the formula that he and I used to come to an agreement that didn’t
require to get an SBA loan. It didn’t require me to go and actually
write a check and his business was not for sale.
By spending some time with this individual, he and I started to
realize that our skills might be very complimentary and that the sum
of his energy and my energy, one on one would be two.
One and one would be three. I said to him, I would really be very
interested in acquiring to working with you to build this company
because it solves the problem that I’ve wanted to solve.
You’ve already got a little bit of jump start on it. He’s got 60 or 70
customers and it’s doing just a few thousand dollars a month in
revenue. This is not a big business yet by any stretch, but it is
profitable because self (?) of service, most of that revenue coming in
is profit.
I said, I would love to own half of your company and work with you so
that we could grow this into as big a business as possible.
From a sellers perspective at that point in time, he’s looking at me
going this guy’s kind of a stranger. I don’t really know that I want
him to just cut me a check for half of his company assuming we could
even agree upon a price, which I’ll talk about in a minute.
The seller doesn’t necessarily be fully vested to a stranger as a
business partner very early on. We decided that that wasn’t going to
work for him and I didn’t want to write the check anyway.
We decided to come up with a different formula and much like what you
said, Graig is we looked at the future potential of the company. We
determined what we both agree was fair market value from what he had
built so far and then we put that number on the whiteboard.
If I was to acquire of the company, I would owe him half of that
dollar amount that we decided was the dollar value of the business
today. I wanted to have my payments to him made out of future earnings
of the company, which is what we agreed to do.
One of his questions, because he hadn’t really been through this
before was if you don’t take that money out of the company and pay it
back to me, how does it get your market for me?
I said we could just accrue it as a salary on the books for you so
that you can take that money out at any time in the future, but from
the record keeping perspective, it is like I made the payment to you,
but it doesn’t make any sense to take money out of a company, pay tax
on it, only to put it back in. We were able to structure the deal in
this fashion.
If we achieve a certain target in revenue, that money that I owe him
to vest my half of the business will have been fully paid and that
will take, depending on how successful we are anywhere from a couple
of months to maybe a year.
My stock will vest according to certain revenue milestones during that
period of time until it’s fully vested. That’s good for me and it’s
good for him because it doesn’t put us in full on marriage so to speak
right from the get go.
I wanted to make sure that he had an out to give him comfort so if
you’re talking to anybody, here’s a way that you might want to do
this. If I’m him, I’m thinking what if Trent sucks? What if he doesn’t
add any value? What if I don’t want to be in business with this guy
after a month or two?
We set a minimum threshold for revenue over a certain period of time,
that if we did not achieve that through our combined efforts, he could
essentially say, you’re out and we wrote up an agreement to that
effect.
Why I agreed to that of course, is we figured out a formula. Let’s say
if we got 80 percent of the way to the revenue target. I have added
some value, but we just don’t like working together or he doesn’t like
working with me. We took the difference between what the current
revenue is and what that aggregate increased revenue was.
Let’s just say for human sake it was a $20,000 difference over some
period of months. He’d have to write me a check for half of that when
he “kicked me out”.
That gave me some comfort in that okay, well I’m not going to be
building this other guys business only to have him boot me out and I
don’t get any compensation for it.
From his perspective, he had a way to get me out if we found out that
we didn’t like working with each other or I wasn’t adding that much
value or for whatever reason that he chooses, he just doesn’t want the
relationship to continue. That is one way you can find out.
f it’s listed with a business broker, for example and Graig’s case,
which we’re going to talk about next. What I just described isn’t
going to work. If you’re out there networking in your space and I can
tell you more stories of people who have acquired businesses just in
this exact fashion.
But in the interest of time, I will not get into that, this formula
can work very well when you meet another individual who you think that
you would really like to work with and maybe that person has already
built a little bit of something and you want to become involved in
that from an owners perspective.
A formula that is kind of like what I just described is one that you
should consider and that you could talk to the potential partner
about.
Graig: Here’s the thing. What you described is basically called an
earn-out which is a
phenomenal way to buy a business, but, a huge but with that, depending
upon your skill set, your temperament, an earn out may not be a good
fit for you.
You have to be able to play nice with others. You have to be willing
to go into a business with a partner essentially.
That being said, it’s a very, very good way to go, but everybody
listening to the podcast is all going to have different personalities.
If you don’t play nice with others and you are kind of a lone wolf,
and earn out may be hard for you to stomach long term. Just keep that
stuff in mind.
For example, for me, there was a broker involved, but let’s just say
there wasn’t a broker involved. I would not prefer an earn out because
I like to do things my way and I like to be in control.
Whatever adjective you want to come up with that describes my
personality, I don’t really fit well into that scenario. For me, I
would rather just pay the cash and have complete control, but that’s
me.
That’s just both sides of the coin there. Some people are not like me
that really like partners whether they have a value in between their
ears or software or just something intangible, there’s good people out
there like that as well.
Trent: That’s a good point. In my case, I wouldn’t want the software
without my, now, partner
to go with it. If I could actually build the software for less money
than what we agreed was the value of the company that he built.
He had customers of course, so that’s a part of that value, but in my
mind, the real draw was to be and the same for him, in his mind the
real draw was to be partners with me.
That can, in some cases and hopefully in most cases it turns out
really well, but in some cases it can go south as it has done for
myself in the past and other folks. That’s what you have to have a
good shareholders agreement for or the shotgun closet.
Graig: By the way, always hire a really good attorney who’s done
transactions for years and
years and they will always make sure that you have iron clad
everything. Don’t worry about that.
Worry about it, but let them worry about it. Whatever purchase
agreement you choose or whatever it is, they’ll handle all the details
of that.
Make sure you just have a really good attorney for that stuff as well.
What do you want to go into next? Do you want to talk about the
personality portion of things?
Trent: No. Let’s talk about how to locate a good business to buy.
Obviously that’s a huge
challenge. If you can’t find anything that’s any good, then everything
that we’ve been talking about has gotten pointless.
Graig: Sure.
Trent: What did you do?
Graig: Mine is actually nothing special, nothing strategic. I will
tell you that what I did was I
was really looking around. My original plan was that I was going to
acquire other marketing firms in the dental space and I just wanted
their lists. I wanted to (?) market share in my space.
I just started fumbling around the internet looking for businesses
that weren’t for sale to offer them a price and try and suck market
share from them. I really just wanted their lists.
Then I started looking through, there’s tons of broker sites out there
that businesses are for sale on. Whether it’s biz by sell, whatever it
is. You have to sift through a lot of junk on there sometimes, but in
there are one to two to three to four good, solid businesses that are
worth looking into, digging into and getting a broker packet on.
That’s exactly what I did. I found a business on there with a
description that sounded like it was something applicable to what I
was doing, which was SEO and local marketing. I got the broker packet
and it was phenomenal.
There’s tons of broker sites out there. There’s also brokers in
general that you can call up and ask if they have any businesses for
sale. They’re the ones that are going to have access to the companies
that are for sale. They really are.
The drawback is that you’ve got to deal with them, but they’re going
to have the most fruit to pick. That’s what I did. I don’t know Trent,
what you recommend, but you probably have some other thoughts on that
too.
Trent: I think that the biggest thing is to really make sure that
you’re networking in your space
so that you know who the other players are.
I used to really make an effort with my last company in particular to
be really friendly with my competitors because the thing that you can
always count on is that people’s lives are going to change.
Divorce, health issues, any number of things can cause people to want
to pivot in their lives and they may put up a business for sale or may
want to sell a business that there’s absolutely nothing wrong with,
it’s just they have extenuating circumstances.
Like as Graig just explained, a lot of why acquisitions occur is
because you want to purchase market shares. It’s a quicker way to do
it.
There are risks to it of course, but it can work out very well. If
you’re not friendly with your competitors, then you’re not putting
yourself in a position where you might be able to buy them out at some
point or they might be able to buy you out.
Then in that situation, there’s always a little bit of trust because
you’ve known each other. You should have a dinner once per quarter
with a half dozen different competitors.
Not all together, just on an individual basis so that at a minimum
you guys are sharing notes and doing a little bit of a master mind and
you have to have people that are at a right mindset.
If you get someone who there’s not enough for everybody, they’re not
going to have dinner with you and they’re never going to share
anything but I think a lot of people out there, a lot of
entrepreneurs, the pie is so big.
There’s more than enough room for everybody. Besides, you’re not in my
geographic region or whatever. I’ll have dinner. I’ll do a Skype talk
with you or whatever it is.
It’s a way for you to build a relationship so if you are the buyer or
the seller in that situation, you don’t need to go to a broker. The
very first thing you could do is call.
Whenever I’m building a new company, I’m always thinking very early on
who might buy this thing one day, then I want to make sure that if I
have a half a dozen people on my list, so to speak that I’m having
dinners or communication with them on a once per quarter basis.
They always know what I’m up to and that way if I ever do find that I
want to sell or that I’m in a position to do so and they also know and
can see the success that I’m having and then one day maybe they’re
going to come to me and make an acquisition offer that’s just too darn
good to say no to. If you’re not doing the networking, none of that is
going to happen.
Graig: Yeah. I think that’s good advice. You want to almost befriend
them with that. Make it
less about the business and more about them. I’m sure you’re going to
have step that you want to keep close to your vest, but be more of
their acquaintance than talk about what you’re doing every day in your
business.
That will always get you farther than any other way. There’s myriads
of ways to do that, to go out and find businesses to buy.
One of the things you have to look at too is, what’s your goal too.
When I say that, it sounds like it’s just a cliche, broad stroking
thing but for me it was well, if I’m already running a seven plus
figure a year business, I’m running that, I do need another stream of
income. I do need something that’s going to be my slack adjuster right
there.
Adding other businesses to your portfolio of whatever so to speak is
phenomenal. Not only are you adding to your net worth, you’re also
adding to your yearly earnings, which think of the most successful
people you know in business. They all have multiple things that bring
income to them every single month regardless of what it is that they
do.
Some are related, some are unrelated. You have to look at it, really
that. For me for example, one of the reasons I decided to buy another
internet based company was that eventually, I’m probably going to
merge my two businesses together so that I can go ahead and sell that
business as one big business for a larger payday instead of chunking
it up. Those are the things you think of long term. Don’t think of
just in the moment.
Trent: There’s a point that comes out of this as well that I want to
ask you about. You’ve
mentioned having more businesses is a good thing, multiple streams of
income is a good thing and I agree with all that stuff, but there’s a
downside to this and I want to dig into how you deal with it.
You got more work to do, more things to focus on, more moving parts.
Like somebody who owns a Dairy Queen shouldn’t go get into the nursery
business because they don’t have anything to do with each other.
There’s no synergies or economies of scale or anything to take
advantage of.
You’ve just simply doubled your work load and sort of disadvantaged
yourself relative to your competitors who are only focused on running
a Dairy Queens or a bunch of Dairy Queens or only focused on running a
nursery or a bunch of nurseries.
In your case, Graig what do you speak to how you mitigated the risk of
spreading yourself too thin?
Graig: That’s a great point. Here’s the main thing. This comes from
doing your due diligence, is
you want to make sure that that business runs without its current
owner or flip that or your current business now runs without you.
You’re willing to take on the other one. You’re just shifting your
energy to a different business.
For example, in my particular case, my current business we mostly run
automated everything. I don’t deal with clients. I didn’t have a huge
amount of work every day with it. I had a little bit of time to put
into this new business.
At the same time, I also did my homework and found out they had a half
way decent team on the fulfillment side of things. They had a great
director of operations who ran the business day-to-day so I didn’t
have to deal with that.
Mainly I went in just dealing with just the sales and marketing aspect
of it which is what I like and which is what I wanted to do.
You make a great point in the sense that you don’t want to spread
yourself too thin. If the other business you’re buying has a great
team, you may even want to interview a few of those people before the
purchase.
That’s known to happen, interviewing sales managers and managers in
that business. It happens all the time prior to purchase, so that way
you’re comfortable with it. Like Trent said earlier, anything’s up for
discussion when you’re talking about negotiating. Making sure you have
a good team on the other side of things.
Like you said, if you’re in the Dairy Queen business, you don’t want
to go into the HBAC business, because you’re just going to be strung
out and that’s really true. Using unique skill sets matters. Having a
good team matters.
If your current business runs completely without you, you may be able
to take on another business no problem, but if you’re strung out right
now, sometimes the business runs into the ground.
Don’t go buying another business. You’re not a good fit for that right
now. Focus on getting your current house running without you and then
maybe look for other stuff. That’s really the path you need to take.
Trent: In my case, I will say before I decided, or I should say my now
business partner and I
decided to team up or become partners, I was pretty busy running
Bright Ideas and my other SaaS company and the agency. There’s lots
going on but it still made sense, because one, I’m not going to be the
sole guy in charge.
There’s still going to be, and he still has a super vested interest to
be super focused on it. Our ability, because we both have relatively
large followings of lists, our ability to cross promote and we both
have reasonably well trafficked blogs, it really did make a whole lot
of sense, even though it’s probably going to add to my workload a
little bit for awhile.
But the extra cash flow that comes out of that is probably going to
expedite my ability to also put some more people on my team and get
some of that stuff back off of my desk.
You definitely have to look at it on a case by case basis, especially
when you are going into business with somebody else as a result of the
acquisition. Maybe that is worthwhile.
If I was just trying to buy his thing and he wasn’t going to be part
of it, like I said, I don’t know, as a matter of fact a week earlier,
a guy had approached me and he looked at one of my plug ins that I had
built and he said “I want to turn this thing into a SaaS.”
I actually turned him down because he was only going to be able to
bring technical ability to the table which I could probably hire, but
he wasn’t going to bring any marketing, he didn’t have a list. This is
going to be all on me to make this thing successful.
I’m already working too many hours so I don’t want all that extra
weight on my shoulders, so I turned him down because of that. Even
though he was a very capable super technical, great track record smart
guy. The whole pie wasn’t there.
Graig: One of the things for me that you really bring up a good point,
which I think for me,
when I looked at buying this business was some of the green lights
that I saw were the fact that they had no automated marketing.
They were basically a sales-based business. They had no marketing
funnel, they had no system. It was basically a free consult you get on
the phone with a sales guy and he’s got a pitch, this ridiculous thing
and there’s no follow up. It was really archaic in a way. Very similar
to the pharmaceutical sales model.
You might look and that and be like, oh that’s terrible but that was
good because that means if it’s sound financially now and I plug some
of what I know in it’s going to be better. I
looked at some of the stuff I uncovered during due diligence as the
negatives, as a positive and I knew that to be the case and that was
what was attractive about it.
Trent: How many full time employees does this business have and is it
located in the same city
as you?
Graig: It is not in the same city as me. I think we have about a dozen
people right now that
work in that company.
Trent: Is it a virtual company or is it a company with an office?
Graig: It’s a physical fiscal office.
Trent: How do you plan to be, because you need to build a relationship
with those employees.
Graig: I’m moving there.
Trent: I was going to say, you’re going to be an absentee leader.
Graig: I’m moving there. I’m moving both businesses to that location
so people listening, you’re
not in a no income tax state, you might want to move to one. We’re
moving from Illinois to Texas for a lot of reasons, but the business
is one of them.
Trent: It just made a whole lot of sense.
Graig: It just makes a whole lot of sense and it’s just about our
environment overall. Currently,
I am an absentee owner right now, but very shortly I won’t be.
Trent: So we don’t need to go down that road.
Graig: Nope.
Trent: One of the things when you buy a business of that size which is
exactly the business I
sold, so I can probably make a good guess as to how much revenue it’s
doing, but there’s a lot of moving parts, there’s personalities.
What is your plan for making sure that the intellectual capital of the
business which is probably next to the customer the second most
important thing, or maybe it’s the first most important thing.
How do you make sure that just doesn’t walk out the door?
Graig: I think across the board as a general rule of thumb, I think
you want to keep the staff
intact for the first six months. Don’t make any crazy changes to
staffing for awhile. Make people feel comfortable with you and what
your vision is and where you’re going and really make that a part of
what you’re telling the people.
You may find some people just get up and leave based on the fact that
they were already going to do that anyway. This transaction made the
door open quicker for them, an excuse to leave, which may happen,
which happened to me, which I looked at it as a good thing because
they were already looking for a way to leave.
We’re a little fat. Our overhead’s a little high so that was okay. It
really comes down to understanding the skill sets of the people that
are there, whether you interview them one on one or whether you
learned from their manager, whatever it may be.
Don’t do anything crazy for the first six months. Let it marinate and
it will evolve into who needs who and who needs what. That’s really
what I heated against, that’s what I’m going to do. I think that’s a
good general rule of thumb.
Trent: Do the employees of this business, I’m assuming they don’t have
an equity stake, is there
any profit sharing?
Graig: Currently there is not. I would like to build that in but I’m
not going to build that until I
wean down exactly who are the winners and the losers? You don’t want
to share profit with people who are just dead weight, because then
that just takes more money away from the people who are actually
winners.
We’re still morphing into a nice, lean machine. We’re not going to be
there for a little bit because I don’t want to raise any eyebrows and
have people leave, like you said, jump ship. We’ll eventually get to
that.
Maybe in 2014, we’ll get to a nice profit sharing, but for now there’s
none.
Trent: You talked about the importance in buying a business where the
owner wasn’t vital and
generally in businesses of 12 employees, the owner is very vital
because they’re the ones slaying all the dragons, which is my slang
way of saying landing the new customers.
Graig: Or just dealing with putting out fires.
Trent: Sure. I guess the couple of questions I want to know is number
one, is this a recurring
revenue business?
Graig: Of course.
Trent: It is.
Graig: I don’t do anything without continuity ever. That’s just me.
Let’s talk about that for a
second. I bought this business under the impression that the business
ran without the former CEO. That’s what he told me. For all intents
and purposes, the evidence supported that.
It was very much like that makes total sense, but what I didn’t know
and this was after I took it over was that he did slay the dragons, he
did put out the fire. If there was a problem, he was the only person
that could answer that damn question.
Nobody had an empowerment to be their own people, whether it was micro
managing, whatever the case may be. No one could think for themselves
and he could issue that culture, but you don’t know that until you’re
in there. You really won’t know that until you’re in there.
Trent: He’s not telling you.
Graig: There’s just no way. That’s part of the risk. That’s always
part of the risk. You have to be
a strong person. You have to willingly be able to put your foot down.
For example, the people in this business, there’s a group of
individuals who just cannot think for themselves because they’ve been
conditioned to do so.
Part of my thing is empowering them to make their own decisions and
that was something we didn’t really anticipate until I bought it and
that was part of the risk I assumed. Now it’s up to me to fix that.
Trent: Going back to the note that you have to the seller, if stuff
really starts to hit the fan,
aren’t you in a position where you can say to the guy, hey man, if you
want to get paid out on this note, you need to come help me.
Graig: Of course, but there’s a slippery slope with that.
Trent: How so?
Graig: Bringing that problem back in is not necessarily a way to
cleanse it and move on. For
example, if I needed to bring him back in to fix stuff, I’m basically
saying to my current employees, Graig’s too stupid and doesn’t want to
do the work to fix it himself.
Trent: You’re undermining your own credibility.
Graig: I had to draw a definitive line in the sand. This is a really
good story because this is
actually a really good point that people need to understand when they
buy a current business is you’re most likely going to have turn where
the former owner is going to be on a consultant basis.
They’re going to give a 30, 60 days he or she’s going to be around for
that period of time to help you with transition in any way that you
want. They’re basically there to help you make this thing work. That’s
their job. Whether it’s client communication, whatever it is.
There’s going to be some cutting of the cord with the former owner.
They may have a problem leaving. They may not go home and roll around
in their bathtub of money. They may actually try to stay at the
office. They may actually try to tell employees what to do still.
My advice to your people is get them out of the office right away.
Give them one day to say their goodbyes, maybe hang around and meet
with the employees, break bread, whatever.
Then get rid of them, because what you’re going to find is especially
in a smaller business, there’s going to be confusion as to who goes to
who for what answer. I actually had to have a one on one conversation
with the former owner.
I said, “Hey listen, thanks for helping out today, but I think it’s
best going forward if you just work from home. If I need you, I’ll
email you. People are getting confused. They don’t understand that I’m
the boss now.”
That’s part of it. That gives you the strength to stand on your two
feet as the owner now. Then you got to be ready for the onslaught of
bullshit that’s going to come your way which is the complaining and
the whining and the I can’t think for myself.
There’s a lot of things to manage there, but if you’re strong and you
stay the course and you do the right things and you don’t enable,
you’re going to be fine. Take a few weeks to a few months to get these
people the straight and narrow, but you’ll be fine.
Trent: As the time that we’ve been recording this, how long have you
been the owner of this
business for?
Graig: Two months.
Trent: Two months? Has revenue decreased at all during the two months?
Graig: No. It hasn’t, but it hasn’t gone up either. We have a bit of
sales and marketing problem
right now in the sense that we’re a sales based culture and I think
we’ve talked about this in the past without last podcast.
When you’re a sales-based culture and that’s how your business runs,
on sales and sales people especially, you are going to be doomed to
fail unless you have tons of cash to go out and train and hire more
sales people.
Your revenue is going to be susceptible to their behavior and
performance. Bad place to be.
If you have a marketing culture, when the sales component, that is a
great place to be because the marketing is always going to drive the
business and it’s based on no one’s behavior other than the prospects.
For example, if all you do is just cold call or just dial leads, you
don’t do any other form of marketing and you’re just selling, well
your based on the behavior of those people and the performance of
those people.
Your sales people. It should be the other way around and that’s what
we’re dealing with right now. We have sales people who really are just
flailing in the wind.
Trent: They’re out there supposed to be making cold calls and they
don’t want to make cold
calls. They don’t know anything about blogging or content marketing
or anything like that?
Graig: No. It’s a little bit less complicated than that actually.
First of all, we don’t cold call
anybody. Let’s just be frank about that. I’m not sure if they have
quite enough of the skill set to be where I want them to be. I don’t
think they’re stone cold killers.
Phone sales guys need to be killers. I don’t think they’re hungry
enough. This is a good conversation about compensation for the sales
individuals. This is something that you need when you’re buying a
business.
How are the sales people compensated? That’s not only going to
determine performance, it’s going to determine a lot of other things,
your margin’s, etc. For example, the pharmaceutical sales territory
model is you get a book of business, you sell somebody something, you
get an upfront percentage of that order with that contract. Let’s say
it’s 15 percent.
Then the expectation is to earn that 15 percent, you manage that
customer for the life of their contract, keep them happy, deal with
problems, trouble shoot, listen to them complain, take them to lunch,
whatever it is. The benefit is upon the renewal of that order or
contract, you get that percentage again. It’s an incentive to stroke
that client and keep them happy. That sounds really good doesn’t it?
The way that’s set up?
Trent: Yeah but it doesn’t work.
Graig: That’s right. It doesn’t work.
Trent: The prize is too far into the future.
Graig: There’s so many problems with that. First problem is, you’re
taking your sales person
who is a sales person, they sell and making them a support customer
service person. Now they have to manage expectations and deliver
service on a thing they aren’t even fulfilling on.
You’re the sales guy so what do you know about the back end of
anything? Then when a client has a problem, you got to go, “Well,
that’s a good question, let me go to support.” And then you go to
support and then support tells you and then you go back to the client
and then you got the telephone game.
And then the client’s pissed that you can’t answer anything directly.
It just goes on and on and on.
That’s a service problem, but let’s talk about the real problem. The
one that impacts your business is you’re satisfying your sales persons
appetites. Instead of dialing and knowing that they have to make a
sale to feed their family, they know that they have renewals coming in
on the back end. I don’t need to dial this month.
I got ten renewals coming in. It’s 10,000. I’m fine. I don’t need to
dial. They may not need to dial, but you do because it’s your
business. That’s not the growth path you set for yourself. They’re not
hungry.
Then psychologically, they deal with four hours of bullcrap from the
customers and four hours of sales. Instead of selling eight hours a
day, they’re doing 50/50, so therefore you’re cutting down on your
potential to close deals.
Then let’s talk about the psychological aspect of them and losing
their edge. We all know sales people who are just stone cold killers
that can close anybody right on the phone. They’re just nasty. They
can sell their face off.
Trent: We mean nasty in the metaphorical way, folks just so you know.
Graig: Right. They’re just good, but if you take them and you make
them be a lion half the time
and they’re dealing more off the service end of things as an account
manager, they lose their edge. Their skill set dwindles down. It’s no
different than if you are a baseball player and you’re the DH.
All your job is just to hit and you’re just a really good hitter. What
if they go and they put you in the field? Instead of being in the
cage, you’re in the field 50 percent and you’re in the cage 50
percent?
Your swing is going to suffer because of that. You’re going to lose
yo