Podcast: Exit Stage Left: Guiding Business Owners to Maximize the Sale of their Business

Russell Benaroya: Hey, everyone. Welcome to the Stride 2 Freedom Podcast. My name is Russell Benaroya, and I’m the co-founder of Stride Services, a virtual back office, bookkeeping, and accounting firm serving hundreds of clients around the United States.

This podcast is designed to help small business owners focus on growth and innovation. In other words, focus on those things that inspired you to start your business in the first place. We call it your genius zone. We do our job on this podcast when business owners feel like they have the trust and confidence to build the right team of partners around them that will help them grow.

Thanks for joining. Let’s go.

Okay. Hey, everyone. Great to reconnect on this episode of Stride 2 Freedom. We have a really cool guest this week. Tod Fiscus is joining us from Transition360. Hey, Tod?

Tod Fiscus: Hey, Russell. Thanks for having me on.

Russell Benaroya: It’s such a pleasure. I asked Tod to join us because I love the way that he supports business owners in selling their business and the way that he thinks about not only supporting them on the sell side but also helping support the buyer in getting the right kind of financing, which he’ll talk about, through the SBA, to really help create that win for all parties.

Listen, there are thousands and thousands of business owners out there today without a succession plan and a desire to find a buyer for their business to realize equity value. But the question is, are they primed to sell? What Tod does really well and I’m excited for him to share with us is he helps sellers get in the best shape of their life — the best shape possible to make that transaction happen.

Let’s learn how he does this.

I think for many of you that are listening today, that at some point this is crossing your consideration and I want to give you as many tools as possible to make it happen. Tod, what do you say? Let’s rock and roll?

Tod Fiscus: Sounds good.

Russell Benaroya: Okay. Let’s start out with a couple of serious questions. Who was your favorite cartoon superhero when you were a kid?

Tod Fiscus: I got to say Spiderman.

Russell Benaroya: Spiderman.

Tod Fiscus: Who doesn’t want to swing between buildings down through the metropolitan area and hang on the top of gargoyles? You just got to want to do that.

Russell Benaroya: That’s pretty cool. He had a great superpower. Okay, I got that. What was like a cool car that you remember growing up you’re like, “Oh man, that’s a sweet car.” “I’d love to have that car.”?

Tod Fiscus: I grew up in Alaska, and in Juneau, they used to bring all of the state police cars back into Juneau to sell at auction. My dad was really frugal and so he’d buy these Crown Vics with 440 interceptors in them and spotlights. I always thought I had the coolest car because I’d pull up to the parties with the spotlight and police cars and everybody would just scatter.

Russell Benaroya: Run, right?

Tod Fiscus: That was all I knew and so I thought those were the coolest cars

Russell Benaroya: That is great. I had no idea where that answer was going to go. I’m so happy. That’s awesome. Good. Well, listen, let’s dive in. Why did you get involved in this area of business brokerage? What was it that was appealing to you where you thought you could apply your skills and capabilities to help business owners?

Tod Fiscus: I was asked to do this. I actually didn’t go searching. I was working for a company called Math, which is a CEO consultant that helps CEOs understand where the transition is from becoming a tactical founder to a strategic CEO. We’d take those folks off-site for a couple of weeks and train them how to be a management consultant in their own company and become that strategic CEO.

In that process, I met a lot of people who owned businesses, who really felt like they were at the end of their rope and they didn’t want to become strategic CEOs. They’re serial entrepreneurs. They wanted to go start something else and they wanted to sell their business. So I was referring them to the gentleman who started Transition360, Bill Pearsall. Eventually, he reached a point where he said about 15 years ago, “I’ve got to have my own transition, and you’re a fit.”

I partnered with Dan Stone at Stone Consulting, who had been a management consultant for years and was an exit strategy executive and certified. We got together and built the company from there about 15 years ago based on Bill approaching us and saying, “Hey, you guys are doing all of this except the actual transaction, tying the bow with the bank.”

And really, it wasn’t that much different. A lot of times when you’re doing management consulting, it’s the same advice you’re giving someone for the transition, but they have a light at the end of the tunnel, this financial transaction that’s going to happen. They actually take your advice and they go do it.

As a management consultant, I found myself giving people a lot of good advice but they wouldn’t actually implement it themselves. As an M&A professional, there’s a light at the end of the tunnel and so they actually go do it. It’s very rewarding if it’s presented right and they actually go do it. That was the transition.

Russell Benaroya: Tell me about Transition360, the company. There are a lot of brokers out there that do like sell-side brokerage for businesses, what is it about your business that’s unique? How do you work? Share a little bit of background.

Tod Fiscus: Yes, there are a lot of brokerages out there and they’re divided into, I would say, four different tiers. There are the super large brokers, the Big Four accounting firms, and then right below them are the investment banks. Then there’s this small space of the lower middle market, which is kind of where we’re in, and then there’s the main street brokers.

Most of the brokers are in the main street brokerage space. They’re selling restaurants, laundry mats, and all the walk-in stores. The space we’re in is a little bit bigger. It’s the businesses that have become successful and been running well. They’re typically doing between $1 million and 30 million. Their market value might be up to maybe $20 million. They’re not quite big enough for the investment banks to spend time on because they’re not ready to go to market.

They’re typically baby boomers who’ve been running the company for 5, 10, 20, 30, 40 years. They’re successful but haven’t been thinking about selling and so there’s a lot of work typically; a lot of prep to do.

The big firms are willing to do that for larger paydays, for big transactions, but they’re not willing to spend that kind of time on smaller companies. Smaller, I’d say between 5, 20, 30 employees typically. That’s what we do. We take a large firm M&A perspective on how we can help a business owner, but we do it with the smaller businesses, which honestly is 95% of the businesses out there.

I think 98% of the companies in America are under $10 million and 96% of them are under $5 million. So America is made up of small businesses. We have some qualifications; the company has to be profitable. It has to be in an industry with a future. It has to be transparent and the owner has to be coachable.

We only work with companies that meet qualifications, but there are so many of them in this area that we work that it’s a great fit in. Our secret sauce is to work with a business owner to help them understand how a buyer is going to look at their company. Once they adopt that perspective and start looking at their company differently, they recognize all sorts of things that are low-hanging fruit that they could change that would modify their valuation.

We help them understand the methodologies that the buyer will be using on their company and once they understand where the levers and the buttons are to change that methodology, then they can actually integrate that into their strategic plan and change value versus just growing revenue.

Russell Benaroya: It’s such significant value that you provide as a coach, as a guide. Even if a prospective client meets your criteria, the distance between where they are today and actually going to market may be quite a bit of time, I imagine, because they’ve got work to do. How do you engage with them during that period of time when they’re not transaction-ready?

Tod Fiscus: Good question. It’s going to vary for every company. I think 20 years ago we had a lot of companies that were far from ready to sell. Manufacturers, particularly some aerospace in this area, have a lot of companies that because we were a port city, we were kind of built around that.

There’re a lot of 60, 70, 80-year-olds who own very profitable companies who have never thought about selling their company and really don’t want to think about it because building a succession plan or a transition plan is kind of doing your will. You have to think about dying or not being the leader of your company, which for somebody who’s been running their company for 40 years is like dying.

If I’m not the CEO of my company, who am I? I don’t want to do a succession plan. I don’t even want to think about that. The process of getting them started around that used to be a lot harder. Nowadays, we’re meeting more and more people who are more prepared.

Our model is a long-term model. Typically, we like to work with someone through two tax cycles because financing is much easier if tax returns are filed with a selling perspective in mind versus a lifestyle perspective. It used to be that we got a lot more value with each tax return we could work through with someone. Now, more and more people are coming better and better prepared. There are folks who are working with companies like Stride, who are taking over that back end and getting it really well-oiled.

Those systems and processes that Stride puts in place are so valuable to a buyer because it eliminates a lot of risk for them. They know that things have been looked through. They know it’s transferable. They know it can be run as a larger company versus just potentially a bookkeeper who’s been there for 20 years, who’s maybe a family member — totally different game.

As we teach somebody to look at the company like a buyer, they grow their perspective about different areas of risk within their business and how to eliminate that risk so a buyer doesn’t deduct so much based on different things.

Russell Benaroya: Let me level up with a question that I want to dig back down in the details. The level of question is what is happening in the macro environment today that is driving the velocity of more small business exits? Maybe that’s a story I’m making up, or is it a fact that the baby boom generation and the need for a succession plan are keeping you really busy? What’s happening in the big picture?

Tod Fiscus: Well, it’s exactly what it is. It’s the baby boomers. Russell, it’s pure numbers. We have so many baby boomers and so few qualified Gen Xers. There are these mergers that are taking place where we’re brewing multiple companies under the same roof for one buyer. There’s just not enough Gen Xers who want to own and run companies, who are willing to take the risk that the baby boomers did in their age to take over these companies.

There’s really two types of entrepreneurs. There’s folks who will run up their credit card, spend all their cash, sleep in their car, and make a go at it. These are founders, these are pure entrepreneurs. Then there’s real entrepreneurs, who are much less risk-tolerant and they’re willing to buy something but it’s got to be a business model. It’s got to produce cash flow. It’s got to replace what they’re making over at Google or Microsoft or Amazon.

Today, I have a lot of what I call financial buyers who are interested in buying companies that they can take the processes and systems that they learned over at Starbucks, and implement them at this little manufacturing plant and take it to the next level. There’s a lot of unhappy people working in cubicles at large companies in the city and that’s influencing how our little microcosm in Seattle, this little Camelot where we live, is changing.

The combination of the number of baby boomers who own businesses, the real wealth in numbers of small businesses in this area, we don’t have a lot of big businesses. It’s just a reality. There’s only a handful of public companies in Seattle. The rest are small mid-sized companies. That’s why we’re in such a great position here in Seattle,is that the economy just keeps chugging along because we’ve got a diverse number of industries running the city.

It’s not like this everywhere in the country, but here, the dynamics of the number of baby boomers, the number of unhappy financial buyers who have a lot of cash, they have 401 K’s they can spend on business if they want. As long as you can find a bank, which is kind of the tough spot today, that wants to lend, then you can make a deal and there’s a lot of creative solutions out there.

I think you’re spot on; things are looking up. I think 10,000 baby boomers a day are retiring right now or more. The numbers have never been like this and that business ownership niche is right there with the baby boomers.

Russell Benaroya: When you mentioned having a tax return that’s built to sell versus a tax return that embeds a lot of your lifestyle expenses in there, what are three to five recommendations that you make to prospective business sellers on how to be better seller-ready from a financial picture standpoint?

Tod Fiscus: Well, Russell, I am not a CPA. Disclaimer.

Russell Benaroya: Disclaimer noted.

Tod Fiscus: You are the expert there. Honestly, I would refer people to you there, but I would maybe step back and take a broader approach to that question. I would say, let’s put you in a buyer’s seat. Let’s walk outside of your company and let’s look at this company as if you are going to buy it.

What can we do to influence that tax return that’s going to make it look better to the bank, maybe a bank who’s only going to look at your bottom line and a multiple of that bottom line? What are you expensing right now versus maybe dropping that money to the bottom line? Yeah, you save 35 cents on every dollar for what you’ve dropped to the bottom line, but what if we’re able to get a 5X multiple for your company?

That means that dollar would have been worth $5 instead of 35 cents saving. Can we drop that to the bottom line on the returns? That’s just one little aspect of the financial picture. If we step back and we’re still outside the front door looking at your business from a buyer’s perspective and the risk which really drives the multiple, then let’s just compare a couple of companies for a second.

Because a CPA if you ask him, “What’s the multiple for this company?” They’re going to say, “Well, you’re in distribution, that’s a 2.5X multiple,” without even looking at anything. I’m going to say maybe that’s not how a buyer looks at things.

A buyer is going to look at the company. Let’s say there are two companies. They’re both doing $10 million in revenue and they’re both dropping $1 million in EBITDA to the bottom line. That’s all the CPA looks at typically, and they’re going to say, “Oh, that’s a $2.5 million company,” if it’s a 2.5X.

A buyer, on the other hand, is going to come in and look at both companies and say, “Yeah, I understand that financial perspective but one company, it looks like they own the building. The other company, they’re leasing it and in fact, the lease is over next month and they’re destroying this whole block and building something else, so I would have to move this building.”

“That first company, they’ve got a professional executive team running this and the second company, it looks like all family members in there running that company, that’s a little bit of a risk, potentially. Let’s look over here at the concentration of vendors and suppliers. This company has got 20 different vendors and suppliers. This company over here has one.This company, their customer concentration, they’ve got 1000 customers.This company is doing the same revenue but only 10 customers, a little bit of a risk.”

“This company has got processes and systems. They’ve got Stride behind them. They’ve got all sorts of paperless systems in place.This company has got a file cabinet room that we’ve got to go through.”

Now, all of sudden are these two companies both worth the same amount? No. If you get a business owner to look at their company from that perspective, now they can start making changes, both on the tax return, the P&L, the balance sheet, as well as their physical assets and how they run their business.

We partner with them along with their CPA, their attorney, their financial manager, their wealth manager. You got to get the rest of the professional service team involved and synchronize everyone and start thinking together, brainstorming together about how to help this person. Then you come out with a plan.

Preparation, like everything, is the key to this. If you’ve done all the preparation and you have all the due diligence that the buyer’s bank and the buyer’s attorney are going to want and you’ve got it all on a thumb drive that you can just hand them, these buyers have looked at a dozen companies before they look at the one you present to them.

They’re blown away if they don’t have to spend six months doing due diligence and you can hand them all the documents they’re going to need for due diligence without them spending much energy at all. And they will pay more for that company.  If I can save six months of my time, I’ll pay another $0.5 million for this company because it’s ready to go. It’s turnkey. It’s been vetted. It’s transparent. There’s no liens. There’s no lawsuits. They’ve got an executive team. The owner has got a succession plan; he’s ready to run.

It’s a different model. We have a lot of buyers who will buy almost any company, or they certainly want to look at any company we bring to market because it doesn’t matter so much the industry. If the cash flows there, it’s transparent, and I can present everything to them, they’re building a portfolio and they trust us. There’s plenty of money out there.

Russell Benaroya: That’s just a perfect response, like super actionable. Put yourself in the feet of the buyer and look at your business with that critical eye.

We’ve talked about financing dry powder banks a number of times. Share with me another element of your secret sauce, or at least I think of it as your secret sauce where you really help marry the business opportunity, the acquisition opportunity with the source of financing.

Meaning, you know so well what the SBA, which is a fairly effective source of financing, is likely going to lend against this purchase that you can help create a financing structure in support of both the seller’s goals and the buyer’s goals. Can you talk a little bit about how you interface with the SBA or the SBA as a source of financing?

Tod Fiscus: The SBA is a great source of financing. The number one reason; they eliminate risk. From a seller’s perspective, what’s the number one risk? Not getting your money.

SBA will divvy up alone. Basically, they will cover 75% of the purchase price. So if I’m selling a $10 million company, the SBA maxes out at $5 million in most cases for the business. It depends on if you’re doing 504 and 7a. If there’s real estate involved, it’s certainly larger.

They will bring 75% of the purchase price in cash when you sell it and then they expect the buyer to bring around 10-15% to the table. So now you’re at 85-90% cash at closing for your company. That eliminates a lot of risk versus a conventional loan where maybe you’re getting half in cash and the rest in earnout or escrow or down the road. That’s why we love these because the seller walks away with most of the cash.

The other 10% is paid out over five years and you can usually count on that but it’s gravy. The SBA is just a great system. There’s not a lot of other cash flow lenders out there and the federal government recognizes that and that’s why the SBA is there. It’s not asset-based– I mean it is, but it’s not a conventional loan. You do have to sell your kidney to qualify for an SBA loan. They will lend on cash flow businesses, and there’s a lot of those out there in this small to midsize market.

In the professional service industry, we sell CPA firms and law firms. These are cash flow businesses. Your assets are your people. When they walk out your door, there they go. The SBA is perfect for a lot of these industries that are cash flow and it eliminates a lot of risks. There are conventional loans that you can layer on top of these SBAs if you have larger transactions.

There are certain banks out there with different appetites and we do know which banks have appetites for what. We have relationships with all the best SBAs lenders in town. And honestly, it doesn’t matter what bank that SBA lender works for, if they know how to get through the SBA at the federal government level, that’s the lender you want to work with. It’s the SBA officer more than the bank that’s important in that situation.

Russell Benaroya: Tell me about how you ultimately generate revenue at Transition360. When do you get paid?

Tod Fiscus: At the end. We’re a fee for success model. If we’re not successful, then there’s no reason to pay us. Our goal is to partner with a business owner and implement their goals. Upfront, there’s a ton of education involved. We only work with people we trust and we try to weed them out early on by not so much having a contract, just having a handshake with someone that, “We’re here to help you. We’re happy to be on your board over the next few years as you make decisions and advise you what we think you should do to increase value.”

Then once we get close to maybe taking the company to market and we like them and they like us, then we sign a contractual obligation as we go to market and start spending real money to help them.

We charge 10% on the back end of the transaction. The only other thing we charge for is evaluation. We used to do valuations for the banks, these SBA valuations, they’d call us as a third party partly to do valuations. We know all the methodologies that the third party is going to do for that valuation to qualify once there’s actually a purchase and sale agreement in place and a deal is going to be done and the bank says, “Okay, well, we better have our own valuation done to make sure we want to lend this much money.”

We know how to do those, so why don’t you just do that upfront so that the seller has realistic expectations of what the bank is going to tell him it’s going to be worth on the back end? I mean [inaudible] realistic expectations. Now, I’m not saying that the number won’t be different by the time you get to market, but upfront let’s find out what’s the range that the bank is going to look at as far as value for your company right now, in the case that this goes to an SBA.

We do those valuations upfront. We charge $5000 for that and it’s credited against our commission at the end when we sell it. We are truly a fee-for-success company. We have a company that we sold last year we worked for six years. Do you know how many hundreds and maybe thousands of hours we put into that?

The reality was we more than doubled the value of that company from the time we started working with them till the time we [inaudible]. And 30-40% of our clients come from referrals from clients who sold their companies. That’s a great cyclical system, it’s why we do it. The other 20-30% come from CPAs and attorneys who were part of the deal, who want their other clients to be treated the same way.

Russell Benaroya: It’s a great ecosystem that you’ve built. Is that ecosystem primarily limited to the Pacific Northwest, or do you work with sellers outside of the region?

Tod Fiscus: Mostly the Pacific Northwest. We like to see people face to face. If somebody is willing to fly here, sit down and work with us, we’ll sell businesses beyond that. We have international buyers; buyers come from all over the world but most of them were selling. Probably 75% of them are in kind of a seven-state region, I’d say 50% at least in the Washington area.

Russell Benaroya: What is something that people would find surprising about what it takes to operate a business like Transition360 successfully.

Tod Fiscus: I think in any professional service, if you really want to do a good job, you have to be a good listener and you have to be patient with people. There’s a lot of emotion in selling businesses. This is probably the largest transaction of a person’s life. Honestly, most of our clients are baby boomers. They’re 60, 70, 80, they’ve owned the company for 20-30 years, very profitable company, they just are tired.

They want to sell their company. They don’t want to go through another cycle. They don’t want to hire a bunch of more people. They’ve been putting $0.5 million in their pocket; they’re happy with what they’re making. They don’t want to grow it. They’re at a point where they’ve been happy for a long time and they’re not necessarily emotionally prepared to sell their company when they decide to put it on the market.

The communication and the friendships that I build with clients to help them emotionally prepare for a day when an offer actually lands on the table. They have to seriously consider the reality that they might not be the CEO of this company of 30-40 people that they’ve known all their lives. Who is going to call them tomorrow to ask them how to engineer this or advice on this? Who’s going to give them any love. They have to seriously and emotionally swallow that and say, “You know what, it’s okay.” “I’m still going to sign this.” “I’m going to sell the company.”

And so, the process of trying to marry a legacy of this seller who founded this company on blood, sweat, and tears, and have them know that it’s okay to move on to the next chapter and that although they weren’t financially or from a leadership perspective be connected with that company, it’s still going to be out there. Their picture will still be on the website as the founder and that there will still be some legacy connection, but helping them to dream about what the next chapter is and what they’re going to do next.

Some folks are ready for that and they’ve been prepared but the majority aren’t. The majority of them [inaudible]. Honestly, the men who own these companies, this is who they are. It’s not what they do; this is who they are. So the emotional side and talking people through this process is something that when you’re outside of this industry you don’t.

You think about the transaction, the financial transaction, but you don’t really think about coaching people through that transition of life to the second half of what they’re going to do next it’s really rewarding, hon

estly, for me because I’ve built some great friendships with people who are just loving life now, traveling all over the world. Honestly, it’s hard to get a hold of people after they sell their business.

Russell Benaroya: Yeah, we don’t talk anymore.

Tod Fiscus: It’s good though.

Russell Benaroya: This is so good, Tod. One last question for you. What is something that people don’t usually ask you but you wished they did? You wished they were more curious about this area of your business.

Tod Fiscus: People ask me, “Well, when should I start planning for an exit?” “When should I start thinking about this?” I’m like, “You haven’t already started?”

If you start or own a business, you should be thinking about selling it, whether you ever sell it or not. The process of thinking about selling your business, you know what it’s going to do? It’s only going to make you more profitable no matter whether you sell it or not. It’s just a good process.

So if you’re not doing an annual strategic plan, you should be. Whatever your planning is, you should have a line item on that strategic plan that you ask every year and that should be “What is our exit strategy and who’s helping us with that?”

If it’s just in your head, if it’s not on paper, if you’ve talked with your CPA or your attorney about it but you haven’t really put a plan together, then you should. That’s the best advice I can give you. Put that line item on your strategic plan so at least it’s part of the discussion every year and bring it up with your professional service advisors and start planning for it, because your business will be worth two or three times as much by the time you sell it.

We worked with a company recently that had multiple products. In fact, it’s kind of interesting. They were building a furnace that operates in a vacuum that will melt any element of metal and sublimate into steam so that it forms a film on a mirror inside this vacuum. They had nanotechnology to create a pedestal that holds a single cell, so you can see the whole cell.

They had a sphere that was full of gases that would allow them to test a laser for an atomic explosion without having to do it and they had a Mad Hatter running all this. We worked with them for three years. We tripled the value of the company and we helped them find a buyer who was interested in all three products instead of having to sell the company.

There were a lot of little things we did over a couple of years and just a complete success because he couldn’t think about how to go about sharing the value of the company. He was a NASA engineer and all he wanted to do was invent. When people came in, they thought how is this company ever going to run without this guy/ So there was a process.

At Transition360, we have a process and there’s IP around it. You just start knocking off all the risks that a business will have in a buyer’s mind, and when you’ve eliminated all that and the buyer looks at it, there’s no reason for them to discount the business even if you have a high multiple because you’ve gone through all the deal killers.

Russell Benaroya: Yeah, you’re not going to find any skeletons. I love your comment, “Hey, even if you’re not going to sell your business, think about it as if you are.” What’s the worst thing that’s going to happen? You’re going to be more profitable. You’re going to generate more cash flow. You’re going to have more durable systems. You’re going to be able to work on your business and not as much in your business. It’s just a great orientation that I am going to bring to every one of our clients. Thank you for that.

Tod Fiscus: Well, I know you already do it, Russell. Stride has got processes in place as far as aligning that back end so that it is transferable, it’s turnkey, it’s transparent, and that is extremely helpful. That’s the biggest deal killers when snakes come out of the file cabinet that sometimes even the seller didn’t know about because they hadn’t even looked at it.

Russell Benaroya: Yeah. I think it’s contextualizing it like, “Hey, why does this matter? “Why is it important?” It’s not just what we do, it’s why we’re doing it. You really helped bring a level of this stuff to looking at why this is so purposeful — not this year, not today, but for what you want to develop for your strategy over the next several years. Let’s start now. I love it. Todd, thank you so much for joining us on this edition of Stride 2 Freedom.

Tod Fiscus: Thanks for having me.

Russell Benaroya: Oh, it’s so great. Understanding how to prepare a company for a new owner and maximize value is actually pretty opaque to most business owners and you helped us get clear on what owners can do, when, and how to do it.

I’m hopeful that there are some listeners today that want to talk more with you specifically, which I will make your information available in the show notes and learn about how you might be able to support them so long as they meet your criteria and filter for working with them. Thank you, Todd, for supporting our community. Have a great week everyone. I’m Russell Benaroya. See you all on the next episode of Stride 2 Freedom. Thanks, Todd.

Tod Fiscus: Thanks, Russell.

Russell Benaroya: Have a good one.