Embarking on the journey of selling your firm can be as complex as it is exciting. In this session, we demystify the due diligence process, ensuring you navigate these critical waters with confidence. From legal audits to financial analysis to customer references and employee satisfaction reviews, we delve into the essential steps every seller should undertake to secure a transparent and advantageous deal.
TRANSCRIPT
Greg Alexander [00:00:10] Hi, everyone. This is Greg Alexander, the host of the Pro Serve podcast, brought to you by Collective 54, the first community dedicated to founders of small service firms who are trying to grow scale and maybe someday sell their firms. On today’s episode, we are continuing in a series and the series is around the mechanics of selling your firm. And we’ve been breaking down each of the individual items. And today we’re going to take a big bite into a juicy topic called due Diligence. And if you haven’t been through an exit before, you might think you know what due diligence is. But trust me, having been there and done that, you don’t it’s there’s a lot to it. And we have a fantastic member with us today. A collective 54 members name is Jay Smith. Jay’s wildlife, Well-liked, well respected. He’s been with us for a long time. He successfully exit his firm Security seven and went through due diligence and he’s lived to tell about it. So he’s going to share some of his wisdom with us today. So, Jase, good to see you. Thanks for being here.
Jay Smith [00:01:21] Great, Great being here. Greg, Thanks again for allowing me to pontificate here about something that we were so passionate about maybe just 14 months ago. Yeah.
Greg Alexander [00:01:30] So why don’t we start with the very basic first question, which is, you know, what is due diligence and when does it start and when does it end?
Jay Smith [00:01:40] So I probably have two answers to the due diligence. Start and stop. I think technically most people would consider due diligence to start right after a signed letter of intent between the buyer and the seller. It probably is for most people’s timeline. At the conclusion of the the deal when you sign your security purchase agreement. From my perspective, though, we hired an investment banker and there was a due diligence prep which felt like due diligence at the time, going through it for the first time where we were, you know, pretty much interrogated by our investment banker on what our financials had in it in some of the stories behind it. And then, you know, from the from the end of that time period, I really felt like due diligence still still on, you know, continued to go after the security purchase agreement into the time when networking capitals were kind of all taken care of as well as escrow amounts were all taken care of. Right? So there was another period of diligence that happened after the after the close. So, you know, my my experience was I looked at it from an elongated standpoint because I was still being tested by a third party. But I think most people would consider it, you know, just after allowing just its signing of a security purchase agreement.
Greg Alexander [00:02:54] I love your definition. So before the banker gets hired, the banker scrubbing you that as a form of due diligence and there’s a traditional sense, you know, between lie and close and then you know if there are some contingencies on the deal, you know, escrow it, whatever it is, it continues after the transaction. So that’s that’s a really good way of framing that up. So, Jay, in your case, you know, if you were to think back on it, how many months the you know, from start to finish, did that last.
Jay Smith [00:03:22] We heard our investment banker till end of December of 21 and we finished up our agreement, you know, the signed security purchase agreement on 831. So probably probably a good strong eight months. And then after that, you know, escrow lasted, you know, two chunks, 12 months afterwards. Yeah. So you’re probably looking at maybe 24 ish or so months. Kind of tip the tail.
Greg Alexander [00:03:52] Yeah, it can be a beast. So what are, you know, and maybe keep in mind that our audience of people that haven’t been through an exit before, so maybe a one on one answer here is suffice. What are the basic components of due diligence?
Jay Smith [00:04:09] There were it was probably the the finance side was first. And I think from what I’ve learned is finance was first because it’s the least costly. And if the finance mechanics don’t make sense, then they’ll never get to the more costly phase, which is the legal side of it. So there was a financial side for sure. There was the legal side, and then there was, you know, customer satisfaction and employee satisfaction was something that was big with the the buying firm for us. So those were probably the major buckets. Each one of those buckets had various team members and there was cross-pollination of teams. So the legal folks had 14 members. Our legal team had four. You know, our investment banker had three. Our finance team had two. So, you know, and then there was cross-pollination of teams. Our CPA was talking to the tax lawyer. You. Yeah. You know.
Greg Alexander [00:05:05] Let’s let’s break down each of these components for finance, legal customer set, employee set. So what what was in the finance bucket.
Jay Smith [00:05:15] From a from a finance bucket. Obviously all your stuff, you know probably 3 or 5 years I think they were looking back forecast was was a pretty strong component of it. They are looking at any tax returns that you’ve got, both federal and state, various state levels. From our perspective, we’re a managed security service provider. We had a rental practice and a resale practice, maybe not like some of the other members, but there was tax and nexus considerations is part of ours. In the legal bucket. They were looking at anything that we’ve ever signed, any vendor contracts or any client contracts. They’re looking for a sign ability, which we made sure that we had in our contracts, that there was a majority share of our company that was sold that we could assign without written permission from our client. So that was something big, you know, is very transferable. Is it? Is it? Let’s see. The deal structure was something that was in the legal bucket for sure. There was various ways that we could have transacted the business, but it was a share purchase or an asset purchase. It was kind of a combination of both. So there was a share purchase, but we end up making a holding company which made the transaction legally a little bit more complicated, but it kind of took the best of each one of those. You know, buyer didn’t have significant backward looking ramifications and there was some tax breaks for doing it as well.
Greg Alexander [00:06:52] And what was in the customer bucket? In the education? In the employee bucket? Excuse me.
Jay Smith [00:06:56] Yeah, sorry, I forgot those two, But from a customer perspective, they started sending surveys out to our clients that were just a customer satisfaction or rating service from the employee side, probably pretty similarly. And the employee side also had some interviews of some key employees towards the tail end of the transaction, right? So we were hesitant to to show our employees, you know, that we were going to be transacting until we were reasonably convinced that this was going to happen. We segmented out some employees from others. You know, some of the some of the I would call the top performers, but some of the ones that were going to be more coveted, possibly in the new organization are going to be interviewed, you know, very old status, you know, kind of an above. But there were you know, it was it was a fair amount of diligence. And it’s, you know, as an owner, it’s very, very uncomfortable the whole day. Right now, you’re you know, you’re showing your cards. Yeah. And there’s a there were questions, you know, from you know, I have to partners and there were question marks about the timing of when you show which cards you know buyers encouraging all accounts to be showed or I’m sorry the seller I’m sorry the virus encouraging all cards to be shown and we didn’t want to show them all. I particularly didn’t want to show them all in due time. So there was some at wrestling matches, but there was some postponement of certain interviews in certain times.
Greg Alexander [00:08:28] Okay. And let’s talk about the players involved and we can stay with this kind of for budget structure. So on the finance side, who was involved from your end and then who was involved from the buyers and.
Jay Smith [00:08:42] From our end, we outsourced finance. We’re a 40 person firm. So, you know, we didn’t have as much in-house as we did, you know, outside. So our CPA was involved who was, you know, kind of in a controller role. Controller role. We had outsourced finance that worked for him. Unfortunately, they gave notice right during the transaction in July of the transaction. So that, you know, had a level of additional. You know, it complicated things. Additionally, I was involved in the finance element of it. You know, my the my partners and I agree that I was going to take prime on the transaction. They were going to continue to work in the business. I was going to work on the business. So that, you know, you still want the business to be going in moving forward as you’re trying to transact. So that put a lot of pressure on, you know, what tasks do you want to be doing from the from the acquiring organization? They had all of their know, their accounting firm completely engaged. And then they had some people on inside their firm. So it was outside the and inside doing diligence on, you know, our financials. Those firms were much larger than our firms were in their firm was much larger than ours was. So it’s almost sometimes like you’re getting hit a little bit by a mack truck. You know, the requests coming in are significant. And we didn’t know how, you know, we didn’t have institutionally all the KPI data that they were looking for. So we’re trying to scurry to, you know, create it, you know, best we could. Yeah. And they realized it, but they still, you know, you want what you want. You know, you got a checklist item that you need to check. Yeah.
Greg Alexander [00:10:20] And how about on the legal side? Who was involved from your perspective and from their perspective?
Jay Smith [00:10:24] Yeah. So they had they had a deal lead on their side. They were pretty significantly involved. And then we had three lawyers, actually four lawyers involved, get a tax lawyer that did a cameo. And then we had, you know, the the prime lawyer, you know, his second chair, and then a pretty distant third chair. So, you know, costs that were involved were significant. And, you know, the the pricing took only the most, you know, most challenging parts. But spots where we had the most visibility, most liability to it. And then, you know, more of the grunt work was done by the third chair and kind of everything in between. From their side, they had you know, they had their legal firm much larger than ours as well. So, you know, there were some you know, there was some requests made. The deal size or ideal team was only so large they could handle so much at once that we did have a pretty good benefit from, you know, from the acquirer in that this was we’re part of a roll up and part of a platform play. So we were bolt on and they had gone through these contracts previously with a number of different organizations. So a lot of the wrinkles that we might have seen have already got ironed out because other owners, you know, former owners had sold their organization. So they you know, what we got was a pretty good base to start with. So it wasn’t, you know, wrestling over every single legal sentence.
Greg Alexander [00:11:49] Got it. And then regarding the customer diligence and the employee diligence, who was involved there?
Jay Smith [00:11:57] That was mostly the acquiring firm. They reached out. They got a list of some of our top, you know, accounts, top 20 accounts. They put a survey together. They reached out directly. And then they followed up with some conversation to have some interviews. None of this was in the guise that the firm was being acquired. This was all when, you know, we hired our customer satisfaction team in what we were doing.
Greg Alexander [00:12:25] Yep. And did all this take place virtually, or were these people camped out at your offices?
Jay Smith [00:12:33] Most of it was done virtually. So this was all like, you know, during Covid time, you know, Covid was probably winding down, but it was still all done virtually. There was a concept of a virtual data room where there were there was the front lobby maybe of the data room, and then there’s the back office part of the data room. So we were uploading everything into the back office first. Our investment banker would scrub it and then they would put it into the into the front lobby for, you know, the acquiring organization to see, you know, scrubbed, you know, scrubbed information, make sure that we didn’t say or do something that was incorrect. Yeah. Really important to understand that the investment banker was part of every single conversation, that they were really up to their eyeballs in it. Not to say that the other two organizations weren’t. But the investment banker was was absolutely critical in this. Can’t can’t recognize you know, can’t recognize them highly enough. Yeah.
Greg Alexander [00:13:32] Especially, you know, as a small firm like yours, it’s going to be a bolt on. And you’ve never been through an exit before. I mean, if you just think about the way you described this, you know, if I was use a sports analogy, you know, here you are high school football team playing against University of Alabama. Right? I mean, it was like like it could be overwhelming. I could see very, very, very quickly. And that’s why having somebody an M&A advisor, investment banker to marshal you through the process is so incredibly important.
Jay Smith [00:14:00] All right. Know, Greg, another important point. The investment banker there, a part time psychotherapist as well. You know, deal fatigue for me. You know, I actually broke down a couple of times with just flat out exhaustion and I just couldn’t handle putting together one more redo of a spreadsheet. So, you know, these people go through this every single day. So having somebody in your corner that’s going to get you a $10 co-pay, actually, the co-pay was far more expensive, but $10 worth of it. Yeah.
Greg Alexander [00:14:33] Jamie, last question for you on this. And this has been very helpful to kind of mechanically break down this concept, do due diligence, and of course we’ll dive into much greater detail when we have the member session. But any any mistakes that you advise people to avoid?
Jay Smith [00:14:50] I think we were fortunate that we were able to mistakenly avoid it. But, you know, you really have to understand that this is a team selling concept. And I think as professional services organization, we probably understand that, that there’s maybe a creative person and maybe there’s a salesperson outside salesperson inside Salesforce. But you’ve got a team in place, a project coordinator. But this is this is team solving on steroids. You know, at least from my perspective, you’ve got your internal team, you know, your partners, your employees that are helping. You’ve got these investment bankers, you’ve got the lawyers, you’ve got the.
Greg Alexander [00:15:26] CPA.
Jay Smith [00:15:27] People, CPA. This is well coordinated. And, you know, and then the team expands into the acquiring organization and then they’re sort of professionals. So, you know, it gets it gets pretty splattered where the lawyers are working with the lawyers in the accountants are working with the accountants, but then the accountants are working with you and they’re working with the lawyers and they’re working with their lawyers. Yeah. So trying to manage a team. We were fortunate that the investment banker was new to us, but the other two people had been with us and had the chance to be able to handle the deal. So, you know, we were fortunate that we trusted two of the three arms and that everybody worked really, really well together. Yeah.
Greg Alexander [00:16:09] All right. What I would add here is that sometimes first time founders and I was one and had made this mistake myself, we think the deal is done and you get an alloy. That’s the starting line, not the face, the finish line. And you’ve got to be able to make it through diligence and a lot of deals, 50% of them is the estimate fall apart post alloy because the firm that’s being bought can’t make it through diligence and it’s hard and there’s a lot to it. And you know, the good news is, is that if you put together the right team, as Jay did, you can make it through it and the effort is worth it because it’s life transforming, you know, when the deal actually happens. But just, you know, go into this members with your eyes wide open. It’s hard to sell a firm and it’s especially hard to get through diligence. So, Jay, on behalf of the members here, really appreciate you walking us through this in the way that we did. This will open lots of people’s eyes and sometimes peeling the onion a few layers. This is important to understand what these concepts are, though. So thanks a bunch.
Jay Smith [00:17:17] Thanks, Greg. Thanks for having me.
Greg Alexander [00:17:18] Okay. All right. Just a couple of things here before we leave. So first, if you’re a member and you want to ask questions directly, look for the meeting. Invite for a private one hour Q&A with him. That’s coming shortly. If you’re not a member, but you think you might want to be, go to collective 54.com and fill out an application will get in contact with you. And if you just want to learn more about topics like this, check out my book, The Boutique How to Start Scale and Sell a professional services firm, which you can find on Amazon. But until next time, I wish you the best of luck as you try to grow scale and exit your firm.