Hi there, and welcome back to another edition of Built to Sell Radio, the podcast designed to help you punch above your weight.
in a negotiation to sell your company. I'm the executive producer, Colin Morgan. And today we're going to hear an exit story episode where we feature founders who successfully sold their companies and reflect on their journey that got them there. Now, in today's episode, you're going to hear from Doug Lowenthal, the founder of True Technology, a managed service provider based in Florida.
Now, when Doug learned that $1 million in EBITDA was the threshold most acquirers look for and that MSPs were trading for around six to eight times earnings, he set his sights on hitting that number. What followed was a thoughtful strategic journey that led to a life-changing exit.
And in this episode, Doug shares how he opened the books without freaking out his teams, how he knew when it was time to sell, and what happened when he realized his business could thrive without him. Without further ado, here's John Morello's conversation with Doug Lowenthal. Enjoy. Doug Lowenthal, welcome to Soul Radio. Thank you.
Talk to me a little bit about your business model at True Technology. You were an MSP, managed service provider. So what was the business model?
So as an MSP, we provided outsourced IT support or technology services to small to medium-sized companies. So my MSP was in North Florida. So we primarily focused on businesses that had anywhere from like 20 to several hundred technology users, we call them. And...
I remember back in the day when we all had offices, we used an MSP. And this is going to date me and show you how old I am. But I remember we used to use our MSP. We called them our tech guy. And to lace together our computers into a network that would basically all connect into a giant box. And that allowed the...
all of the computers on the network to share files with each other. This goes way back before Dropbox and other shared filing or file sharing services. So
So I'm assuming you started being the small business kind of IT guy. What changed in the business? Because when we started using Dropbox, didn't all you guys go away? No. Okay. We're starting from 1980 or so. We'll get involved from there. I told you I'm an old man. No, that's fine. I mean, that's really when I started cutting my teeth in the space. Yeah.
I can definitely relate. But no, the migration to the cloud, Dropbox being a cloud-based service has definitely fundamentally changed the way that businesses operate and how they- Why do I need an IT guy? If I've got Dropbox, why do I need an IT guy? What services were you providing? What were you getting built for? What did you build customers for? Yeah. If you think about even just a small organization that's 20 or so people, today, voice over IP phones, they're connected to the internet, which represents its own risks.
Every one of those devices and the cybersecurity risk is a big part of it. Every one of those people on the Internet every day getting phishing emails and things and one wrong click and all of a sudden their stuff is ransomware.
So protecting them from those malicious actors was a big part of what we wound up doing. It was interesting in our kind of evolution. We went from what you're kind of referring to, your first relationship, we called it Break Fix IT Company. Something broke, you called them, they fixed it, right? What we wound up evolving to was that that became like the bread and the butter, where the steak and the seafood was actually...
Once we got that stuff dialed in and handled where things weren't breaking every day, we mitigated risk. Then we were able to actually help you leverage technology to be more productive, more efficient, more competitive, more profitable. So you think about like today, if we zoom to today, AI is like the ultimate technology enabler.
But a plumbing supply company or an HVAC company, they don't have skill set in-house to be able to leverage those technologies. They need a partner. So it's not just helping you manage your file access. It's helping you make sure that all works every day and is secure and protected. But also helping you leverage the latest and greatest technology to make you more productive, competitive. Which are all SaaS-based products for the most part, right? Like the...
cybersecurity stuff, the AI stuff, even Microsoft 365 is now, you don't get the CDs anymore. It's like all cloud-based. So why aren't those companies just going direct? Like, why don't you just go to 365 or Dropbox or whatever cybersecurity company you're using and buy whatever you need direct?
That's, I guess, my first question. So in some cases you can. 365 is a good example of that. But I mean, even for people in this space that manage these technologies every day, that interface literally changes weekly. And when they first, when you're out of the box, it is not secure.
It's not even backed up. You know, they're disclaimers if you actually read them. Like they don't even take ownership of protecting your data. So there's third party tools that we used to use to like even back up 365 and protect it against malicious actors. So that's what you could, you know, but you're opening yourself up to a whole bunch of risk.
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So what's the business model? Like if you're going to talk to a client and say, you know, you really need this cybersecurity product or whatever, how does the money move? So you're recommending, are you buying licenses, tokens from that company? Yeah.
And then reselling them effectively to the business owner? Or are you charging for your time? Like, just give me the business model. Yeah. So the financial model behind it, to answer that question, it depended on the product, right? So 365, you know, there's, you can buy it direct. There's a list price that's on the web. They can purchase it. You know, when we did, we actually did get that through a supplier. We're able to resell it. The margins on it were pretty dismal. But so then we had basically charged for services for managing it.
So there was a, you know, a tools component of like 365, endpoint security, all these things. Some products are only sold to MSPs. So there is more markup opportunity in managing those, but there's a lot more in managing them. You need the teams of people and the skill sets and such. So...
But from a revenue or a cost basis perspective, we had our tools, resources that we provided. Then we had our teams and departments and how we structure our services. So we had the help desk when things broke. We had the team, we called them centralized services or network operations center that managed all those tools that were deployed one to many. We had a team of just resources that did what we call technical alignment or auditing of our client environments to find all the things before they broke.
There was a team of technology advisors, which were kind of VCIOs or fractional CIOs that helped with those technology recommendations. And then there's another one that I'm missing, professional services, like to actually execute on projects and initiatives. So it was different. Sorry, go ahead. No, no, no. So four buckets, just give me, like if you drew a pie chart, by the time you sort of got this business started,
and running and eventually got it to a point where you wanted to sell it. What was the pie chart? What proportion of your revenue was coming from each bucket?
Yeah. So for us, we always focused on a monthly recurring revenue model, even 20 years ago when I started. You know, we did it in hours at first where it was like for reactive support. We did monthly like you bought so many hours from us. And it was funny. That's when I'm going to date myself like Singular was one of the cell phone services. They did rollover minutes. We did rollover hours. You know, we mirror that. So that was kind of our first kind of go to market approach.
you know, strategy there. But then it evolved into a flat rate type offering where all those things I listed out, with the exception of professional services, can't really control the volume of change that a client initiated. But
were within that flat per user price. That was a journey, a learning journey on what that number should be, what the gross margin should be on it, how do we price and scope that appropriately, and then deliver on it to be able to control how many hours we're investing per department. So that was kind of the cost basis of it. But from a revenue perspective, we
Our price point was typically per user. So it was like one, try to make it super simple from a pricing perspective. But then within that were all that blend of services and we had to manage our cost basis for each one of those departments on delivery. So are you saying 100% of your revenue, the pie chart was basically recurring revenue?
per user fees or was there some professional services stuff there that was more lumpy? Yeah. So to give you a better number, about 70% of our revenue was recurring revenue. It was about 20%, which was professional services or project revenue. And then another 10%, which was like product sales, like when someone needed a new PC or a printer or things that they bought through us. So that was kind of the breakdown. Got it. Okay. That's super helpful. I was doing a little research before we hit record and,
And I understand there was something in your journey that happened that made you want to get your business to run without you.
Can you walk me through that story? What happened? - Oh, well, there was multiple times where I had to be reminded that that's what I wanted, but it was interesting. I'm not sure specifically what incident you're talking about, but I will say that I was moving
We were selling our home and had a difficult seller on the other side that we were buying from. They made us like rent for two months before we moved in. I had all this personal turmoil going on. And with that, that was kind of my, I had to step away from the business quite a bit. And with that, I had to lean more on my leadership team and my team members in general to kind of help fill in the gaps. And they knew what I was doing and they were supporting me through it. And with that, I think that was an eye opener of like,
man, I didn't really have to be in the trenches like I was. So that was huge. And when I stepped back in, I realized I don't have to get back in at the level that I was, that I can, you know, I empowered them to be able to help me more, which was huge and able me to focus on the things that helped the business scale. Interesting. So this experience of moving and the distraction that occurred made you realize that your employees
can kind of step up and do it. It's, it's like when you're with your kids and something happens and you need them to step in and do something and you're like, Oh man, who is that kid? Because I didn't know that kid could do that. Do the dishes, make dinner or whatever. Where do they show up? Yeah, no, without doubt. Yeah. It was, um, I, I, I miss my old leadership team. I'm actually attempting to work with them in different ways. Uh, just like I,
within my non-solicit, of course. But, but no, I had, I had a great team there. We built an awesome culture and they, yeah, they definitely stepped up and stepped in and, and it kind of showed me. Did you ever like call out the elephant in the room and say, Hey guys, like,
It's clear you can run this thing without me. Like, why didn't you ask me to get out of the way earlier? Oh, they did. So, yeah, no, they did. You know, we were we were in the trenches together. They had run the company just shy of 20 years before exiting. And my leadership team, they aspired for me to be on the beach and not be involved in this. And it was I'll share this.
we'll touch on it later, of course, but around like post-exit, I had an earn-out piece and what part of it was then hitting an EBITDA growth target year over year. And with that, I was now out of the picture altogether. And they hit the target both years, two years in a row without me there. And I actually called the CEO of the platform that
I was under and I was like, hey, can you take a call? Because this kind of shook me a little bit. I was like, did I even need to be there at all? And, you know, he said it was a good question. We got on a call and talked about it. But it was I want to learn from that experience of did I even need to be engaged? You know, but yeah, they were ready and willing and, you know, being being as controlling as I was. I'm when you look at type A personality in the encyclopedia, I'm there, you know, waving back at you.
How did that impact your team prior to that incident where you had to move and had to walk away? Being a type A personality, being very involved in the trenches, what impact did that have on your team?
You know, I still keep in touch with them, like I said, and I think that this is now a few years later since I sold the company. And I, you know, they saw, I think, a work ethic in me that they aspire to mirror.
And that was part of, I think, you know, some of them with me for many years. So they kind of saw that and then were able to really, I mean, they're just solid people, but they didn't emulate it because I showed them to emulate it. But I think they saw that I put the effort in and therefore they should put the effort in. And it kind of made them leaders on their own. But I intentionally-
How did I incentivize them? How did you incentivize them? Yeah. Yeah. So we had a, I created this and it was, you know, it was almost like paying homage to them. It was really, it was twofold. You know, there was, I had a bonus pool, not a pool, actually. It was a percentage of profit that I distributed. This was pre-sale. I don't know if it still exists or not in the new
structure, but where they got a percentage of the net profit quarterly of the business. For me, there was two parts to it. One was that I wanted them to... I wanted to appreciate them and show them that I appreciated all their efforts and they got a financial benefit from that. The other part was, for the first time, I wanted to open the books up to someone else other than myself and the accounting individuals. So
I wanted them to see the drivers and the cost of goods and gross margin and start really looking closer at those things. So that was my way of doing that.
In hopes that maybe it'll make some light bulbs go off and change some behavior if there was behavior to change. So that was part of it. But that's when I implemented that. It was an interesting kind of journey the first time they saw those numbers and what that looked like. I'd love to dig in there because I actually saw Jack Stack speak, the guy who wrote Staking the Outcome with Bo Burlingham.
years ago, and he talked about employee ownership and opening the books and being transparent with employees. And he said, but be careful because a little information can be a dangerous thing. If you're going to open your books and share your numbers with your employees, it's incumbent on you to educate your employees almost to a
a point of insanity where you're going so deeply with them, trying to educate them about the numbers because just a little bit of information that can draw some really wild conclusions. What, what did you experience when you opened up the numbers to your management team? Yeah. So,
Financial education was part of our culture already. So when we hired on a new employee, day one, I would actually show them our financial model, what our gross margin targets were. So I wanted them to know that when $100 came into the business that Doug didn't get $100, right? Like,
This was our net profit target. This was our revenue buckets, just like you asked me earlier, how we made money and where the money went. So that was day one when a new hire started. So that was part of that. But I will say, though, that when I did open up the books...
I was in business nearly 20 years. There was a period early on where I had to get an equity line on my house to keep the business going. They weren't seeing that. So part of before opening it up, I had to explain to them now that I'm doing... At that point, it was over a million in net profit, that it wasn't always that way. And that they've seen the sweat equity I put in, but they didn't see the financial equity that I had also invested. So...
That was part of it, of kind of like, you know, giving them the backstory. And before they saw like, holy shit, Doug made a million bucks last year. You know, like what's going on here? So I think that they all, by the time they saw the numbers, you know, I didn't see their eyes go super wide. It was well prefaced, I hope. It was. Amazing.
You mentioned that you incentivized them in two ways. One, there was a quarterly profit sharing bonus pool that they participated in. What was the second one? Quarterly profit. No, that was it. It was really just the epiphany I had and when showing it to them was two different things. But no, it was just one thing.
Okay, got it. So they would have a quarterly share of the profit. Now, one of the things I've heard from other business owners is that can be dangerous. And I'd be curious to know if this happened to you because employees get so focused on profitability, which sounds great, but can oftentimes delay or defer or outright resist.
investments that make the business better long-term. They start to get this very kind of quarterly, almost like a CEO of a public company. They're like, oh, we got to meet our number this quarter. And it's like, no, no, we actually have to make some of these investments that are more long-term in nature. What was your experience with...
With that, did you experience any sort of short-term thinking among the team? No, I didn't, fortunately. I think we had a great culture and they trusted me as a leader to make the right decisions. And they saw the numbers ebb and flow based on the investments we were making. But they knew that we were growing, we were scaling. We had a strong sales engine. We brought in new clients consistently and they saw what was happening. So
And, you know, fortunately, I didn't experience that. And I think that they had the right mindset and that, you know, as the pie gets bigger, they just get, you know, a piece of it. And just to point this out, it was just my leadership team, just a handful of individuals. It wasn't the whole company that saw the books or anything. It was just them that were compensated that way. And you got to see that. You mentioned your work ethic.
maybe walk me through what that looks like. What kind of hours were you pulling? What, what made it clear to your direct reports, your management team that you were working hard? Uh, so this is a journey, right? So it was, it was, uh, worse at times. I mean, there was a
A time for like a solid year that I took on call on meeting, like anything that happened after hours, even though I had a team, you know, at that point, like 15 people, um, I did it. And I literally have to be honest with you, John, on Thanksgiving, I wound up in the hospital thing. I was having a heart attack.
It was like that level of stress. So that was... It's interesting, these times, these pivotal moments in the journey where it's like you stop and reflect and you're like, okay, I have control over this. So I can... This is my personal journey around this. And I can make some decisions. What do I have control over? What can I do to improve this? And in that case, I remember...
Went through that, came back, and wound up implementing an on-call system and was like, this thing's getting rolled out. I'm literally turning it over. And the team stepped up. They always did and always do. But I would say seeing me take ownership of things sometimes, obviously, to an extreme. But just being kind of...
We used Microsoft Teams, so I would see all the conversations and the channels. And I was always kind of always staying in touch with what was happening and chime in. If there was something going on at 2 a.m. and someone's working on something, I'd pop in and ask if I can help, even though I shouldn't have or inserting myself where I shouldn't have been. But they saw that, that I was always engaged.
Yeah, I love this because it makes the sense that you are along with them in the trenches doing the work. Yeah, the question is that I'm still navigating is like, how do you reproduce that without doing that again? Right. So, you know, I'm in the new business. So, you know, what's the lesson learned here to not be it? But that's I think it's just who I am and how I operate.
Yeah. Have you come to any conclusions? Because you're right, that level of camaraderie and loyalty can be bred up to a certain point, maybe somewhere around 20 employees or something like that, where you're sort of in the trenches and everybody knows you're there and they're pulling for you. And I'm not sure it's replicatable at a bigger business. Have you come to any conclusions as to
the limits of that sort of style? I did, because as I started pulling away, I heard a saying, I don't know who said it or if it is a saying, but it was that people don't work for companies, they work for managers, right? And I think, you know, having my managers have that same work ethic and be in the trenches with the team, you know, made those team members kind of feel like they should be at that level of attentiveness as well. So I think just reproducing that work ethic and having the managers, you know, if the manager's MIA,
where's the employee going to be, right? It'll be MIA as well. So that was the way that I was able to kind of keep that going as we scaled. At what point did you, I mean, you mentioned you were north of a million dollars of net profit. At what point did you realize that you had an asset that
someone maybe would want to buy one day. It wasn't just a job for you that was paying you well, that it was actually something someone else might be willing to buy from you. Yeah, that was a journey. Because when I started the business, I mean, I joke around that I worked for a lunatic myself. It really was a job. And it was...
and I worked hard and, you know, and, but, uh, it wasn't until like in, in the industry, especially our, the industry I'm in managed services, MSP space, there's a lot of MNA activity, but that's really more recent. Um, you know, maybe I would say, uh,
Eight to 10 years ago, it started becoming really hot and active and multiples started getting talked about. I remember I was at a trade conference for our industry and this company, Evergreen Services Group, which coincidentally I wound up exiting to, the co-founder was on stage.
And just kind of sharing. And that's kind of when I started thinking about like, man, what would that look like? And I wound up reaching out to him and had a conversation and asked, you know, what does my EBITDA need to be in order to be a potential acquisition target? And I was really just research. I didn't even know. I knew I wasn't there. And at the time, he said it was a million in EBITDA.
And they since lowered that number. But with that, you know, I realized like my number one smart number as a KPI, as an owner should be my EBITDA.
And it wasn't even something I was tracking at the time. We're tracking that profit, but that's a different number. So I went and reached out to my CPA and I was like, how do I calculate this? And I didn't even know. And we wound up making some changes to our P&L report so I can get that. And that became my number one smart number. And it was something we started focusing on. And I was like, not that I, you know, I wanted the optionality.
And, you know, so that was kind of my entry into knowing that I was building something that might have some resale value. But there was a journey that went on from there. But I'll stop there. I got so many questions about that. What was he or she like on the phone? Right. The person from Evergreen, like that.
this random dude that heard me in a conference, like that's kind of out of the blue. Like what, what was, what was it like to have the conversation with them? Oh, uh, Ramsey. So that was Ramsey. And he, um, no, just super genuine and, you know, basically educate me. I mean, it's such the M&A space. I mean, you know, well, like it's a, it could be a long-term play and it was in this case. I mean, this was like, you know, eight years later, I wound up selling to him.
So it started with that conversation. It stayed in the back of my mind, gave me a financial target to aim towards. And then it was... Just fast forward a little bit. I got a call from Sidney on his team. Now, all those years later, you're saying, "Hey, this is Sidney from Evergreen. I just want to see if you want to have a conversation about potentially exiting." And instead of just rushing off the phone,
I was like, no, you know, I'm not really interested. We're having a fun time. We're making a ton of money. But, you know, she's like, just send me your P&L. You know, let's just look at it. So anyway, that was a long story made short. But yeah.
As you started to see the M&A activity in the managed service provider space heat up, what kind of multiples were you hearing about? What was the sort of scuttlebutt in the industry? Yeah, the ranges varied. And I will say like, you know, the commonality you heard was like six to eight X EBITDA was kind of what was being thrown out there.
there was, it was an interesting play happening earlier on. I think it's happening less now that people are learning how difficult it is to really benefit from or achieve, but they were trying to create platforms. So like the more EBITDA, obviously the higher potentially the multiple, but it had to be, you know, uh,
an operationally mature company heavily integrated so you end up having msps like join forces saying hey i got 500k and ebita you got 500k but let's merge together and then we could sell for a higher multiple and it benefits both of us but you know there's so many things that have to go right in that integration it can't just be two companies that have one set of books right because they could they see through that every day uh so but it's been i would say six to eight x you
There could be higher, there could be lower, but it depends on EBITDA, you know, the quality of earnings and all of that. Yeah. Okay. So you're building this business. You've got this million dollars of EBITDA kind of bogey in your head that's been passed down by Ramsey, this guy who runs a company that acquires businesses like yours. And you're thinking, okay, I got to get to a million. And then you're hearing six to eight. So you're doing the math in your mind. And what is that...
Are you starting to think about, okay, well, if I get there, are you starting to think, as soon as I crest that threshold, I'm picking up the phone and calling Ramsey? What were you- No, no. I wish I could say that there was that much forethought involved. Okay. Because I think the number I didn't know was how much I needed.
Right. And so to revert. How much you needed. Yeah. Yeah. Like what would that what did I need? Ten million from the business. Did I need 20? You know, like what was my lifestyle number? Like I'm a young guy or I think I'm still young. You know, I sold when I was 40, 45.
I think. So, you know, with that, a lot of years ahead of me, like, you know, what did that look like? And if I was to exit, how much did I need to never have to work again, potentially? And was that your, was that your goal to have enough to never have to work again? It was because I wanted the optionality and then, you know, let opportunities present themselves and see where it went. But that was my goal. So because, you know, I throw out this, you know, 20 years in business, but, you know, you asked how many hours a week I was working.
you know, 60 on average. So that meant there was weeks that were higher, you know, weeks that were lower, but, um, you know, you multi the math on that. I mean, that's at least 30 years and 20 years of effort that went into that business. So that was, uh, you know, I was ready to like, you know, be able to benefit from that and, uh, create some legacy wealth potentially. So it was, I didn't know my number, which there's why I didn't know, like at a million in EBITDA, if I can get, you know, eight X, I get 8 million, I can cash out and be done.
So that was actually a process I had to work through. I didn't even have a financial advisor when I was at the point of, you know, potentially even exiting. I had to, you know, reached out to a buddy that ran a firm and I was like, how much do I need? And he's like, oh, my gosh. OK, let's work this back. So how did he work it out? I mean, we looked. So I was.
like I said, type A. So in my personal finances as well, you know, had everything cashflow forecasting and everything. So I was able to give them all the data to really look at, you know, and then we ran some different scenarios. They have some amazing tools that they can leverage and,
increased costs and healthcare and all these other things. You kind of see like, you know, projecting out to how long you think you're going to live, you know, what you're going to need and your family and all of that. And you're not much longer if you wrote on the help desk. Right. Yeah. Yeah. But no, so that was, it was part of the process and I just had to get to a point that I was, you know, comfortable. And it was interesting because
When I worked through that process with him and kind of figured out that the initial kind of LOI number that they were throwing out was actually enough, that the decision then to that, okay, I'm going to sell. Man, that was so liberating because then it just became a matter of like, who am I going to sell to? It wasn't just by default then, right? Now, let's create a bidding war and let's go to market. And that became the focus, you know, and then try to get as much
as I could for the business at that point. Interesting. So when you realized that what you would likely gain from the sale of your company was enough to quote unquote, never have to work again if you didn't want to, that idea, that sense of confidence was
was what gave you the sort of impetus itself to go to actually hit the bid and sell. Right. Yeah. Yeah. I think decisions are powerful things. So the decision that I was actually going to at that point was huge. So I had entertained the idea previously, but I was never fully committed to it and played with some here, talked to some different individuals that were interested and kind of just try to learn as much as I could through those processes. But I was more just, you know, fishing and,
you know, until that moment. And then once it got crystallized, then it was, okay, now it's time to move forward. Walk me through how you approached things differently between when you were quote unquote fishing or tire kicking versus when you made the decision, okay, it's go time. I'm actually gonna be serious about this because I think a lot of our listeners have flirted with the idea of selling. They've entertained the idea. They've talked to people. They've kind of just kicked it around.
But it sounds like for you, there was a binary moment. You said the word decision, which I think is a good one. You're like, no, we're doing it. And it sounds like it was a very emphatic decision. You went from tire kicking, fishing to like a different posture. Describe the different posture. Like I'd be curious, what does fishing look like? And what is like decision made look like? Yeah, so...
I will say, just to step back for a second, that deal structure was part of it. It wasn't just money in the sense of the potential buyer, were they a right cultural fit? There was a lot of other things other than just the dollars. It was like, what was the deal structure? How much was still at risk potentially? Did I have enough money?
Did I de-risk it enough that if this thing went sideways post-sale that I still had enough, right? So there was that aspect of it. But then also, you know, did I find a potential good home for my baby, my business, and my staff, right, and my clients? So there was other variables that kind of, you know, it was fortunate that, you know, Evergreen, the one I exited to, checked all those boxes for me. So it kind of gave me like, right,
Right. This is my where I'm going, you know, and then let me go ahead and see if I can't find maybe a better, sweeter deal and then, you know, create it, create a bidding war. So I think it was I just want to step back and let you know there was other determining factors that then made it that, OK, I've checked all these boxes. I met this criteria that, yes, I'm willing to sell to this deal that's now presented in front of me. But now let me go actually, you know, go to market.
Okay. So let's walk through that because if I'm getting the story correct, Ramsey was the guy you met eight years previous after a conference speech. His employee is a woman named Sydney. She reached out to you and said, Hey, Doug, are you ready to talk? Send me your P&L. Like pick up the story from there. Right. What happens next? Yeah. So, um,
Yeah, I basically, you know, it was the, hey, I'm having too much fun. I'm making too much money. Like I was not working that much in the business finally at that point. And we were doing, you know, well over a million a year in profit at that point. And it was cash flow and grade. And it was just, I mean, it was fun. It was exciting. So to get that call and then, you know, send the P&L, just send it over. We'll take a look and just, you know, so sent it over. And I knew like we were running, that was part of
why we got such a premium for the business. It was high quality, our books were clean, everything was dialed in. I had in preparation for a potential sale, again, I felt like there were things that just had to be done. I already had cleaned up my balance sheet, which was, my gosh, what an effort.
you know, and like spent 20 grand with a CPA to get that all dialed in. But it was just like something that just should be done and had to be done as a way. What kind of cleanup did your balance sheet? What kind of stuff did you do? Yeah, we had a lot of hardware leasing that we did. So there was a lot of assets that, you know, different durations and things that were on there. So that had to get an order and I just knew it did. So there was some preface anyway. But so by the time she called, like all that stuff was clean. So there was some work that had to be done even to be able to entertain it.
but um i had sent that over and um yeah with that you know i cindy called me up and she was like hey we're talking over here we love what we're seeing you know this is kind of what we're thinking from a number perspective and she said it verbally verbally right before and actually what was your reaction to that um i i it uh i guess a little uh
disappointment, but I saw opportunity. I was like, okay, you know, we'll see where this goes. It sounded like a good number, but then that's when I went to my financial advisor or my now financial advisor and said like, you know, Hey Bo, is this enough? Like, and, and the actual, the answer was yes. Like it is, it is enough. And so with that, that that's when the decision was made. Okay. Now I need to, you know, start working this deal. Right. And it continued from there.
Yeah. What happens next? Right. Okay. Yeah. So I, you know, if Evergreen hears this, I'm sorry. I don't know if they know this backstory, but ultimately engaged another, you know, potential buyer that I had a relationship with and, you know, brought them to the table and, you know, deal structure and, you know, having that conversation. I didn't, it was just two different ones that I went back and forth with. And basically they, you know, quickly, it was interesting when I, I,
you know, Sydney was like, "Hey, we want to hear back in the next 24 hours." And I'm like, "I'm not selling a car, you know, like this is or buying a car, sliding a number across the table at me." No offense to car dealers out there. But with that, so the timelines were short, like they wanted decisions quickly. And when they know sales, right, they're selling, their job is to buy businesses. That was also an epiphany I had. So, you know, they were in it to buy me. So with that,
I brought another company to the table, told them the timeline, what was happening. And they quickly jumped into action, wanted to look at the numbers, made me an offer. And then basically, I was really transparent with both of them, operating well within my NDAs. I'll say that with each other's company. But on deal structure and in essence, dollar amounts or multiples, I did learn through that experience.
multiples, I feel, was a construct.
and that, you know, it was really value of the business. And it's mentally where I wound up that like the business was worth a certain amount. And I didn't like the dollar amount was a dollar amount because ultimately even the way that the, uh, LOI was written eventually was that it was just, it wasn't a multiple of EBITDA. It was actually this amount for the business. And then it was just a matter of quality of earnings to validate that. Um, so that, that was, that was a lesson learned I'll share, but, um,
With that, so I basically, within two weeks of just going back and forth and back and forth, and I did get some great advice from a mentor of mine. He said that you still have to operate the business the way it's running. Don't make decisions as if you're exiting or selling. It's like two weeks sounds like a short time, but it's long days and a lot of decisions get made in two weeks. But yeah.
With that, he said, and one of his other piece of advice was when you work on it, put it in a box in your mind and then put it away when you're done so you could focus on the day to day. And that was great advice I got because I got in the evenings, I was working on the M&A and during the day I was running the company and acting as if none of that was going on. And my leadership team, no one knew about any of this happening.
With that, in two weeks, we went back and forth, back and forth, and then finally settled on a deal structure, an LOI, and came to an ultimate price and was able to execute that. That was the tip of the iceberg in the process. There was so much that happened after that.
I'm assuming they came up a little bit in number from your original number that you were. Right. That's a great assumption. It wasn't low enough. Yeah. Yeah. Unfortunately, I can't go into that, but it was a worthwhile two weeks. Yeah.
Can you share on a percentage basis how much you got them to go up? Like, was it like a big double digit number? It was enough to be worth it. I don't think it'd be fair for me to share that for them. Yeah. Okay. No worries. Totally understand. But it was enough to make it worthwhile for you. Talk to me about deal structure.
Because a lot of times in service businesses, there's an earn out. You mentioned that yours was two year. Walk me through, if you don't mind, sort of how the earn out was structured, what percentage of the deal that was at risk, so to speak. Yeah, so they had...
They had a unique approach, and this is public with them, that I don't know if they're still doing this. I think they still are. But they were 100% cash deal. So it wasn't rollover equity or anything like you to maintain ownership or have to buy into the new parent or whatever the case may be. So that was extremely attractive to me being A-type controlling. I didn't want to relinquish a large percentage of my control over my fate of those dollars to someone. I think you'd be a crappy employee, by the way.
I'm just getting a sense that working for someone else is not in your DNA. I work my clients for, I was their employee and my staff, I was their employee at times too. So I navigated it, but you're right. But-
But with that, they so that was their deal structure, which was very attractive to me in the sense of like being able to control my own future. The other the alternative was a percentage of rollover with, you know, a hopeful promise that it would grow over time and maybe had to stay in for a year or two. So I deal structure wise.
100% cash. Again, that's public with them that they do that. I think they actually give you an opportunity to buy in now, which I wish I would have. They've done exceptionally well. But with that...
The, a small, very small percentage of it was basically put at risk based on, you know, EBITDA targets being hit for the business. So I had to come to terms with that. The percentage I was getting, you know, on closing was enough again, and that the rest of it would have been nice to have and gravy, you know, if I was to hit those targets. And are we talking sort of 10, 20% at risk on that kind of number? I can't share that specifically, but I can say it wasn't that significant.
Okay. Okay. So a small percentage. So when you say 100% cash, you're referring to the deal was you were not being asked to roll over equity. But the cash was paid the vast majority up front with a small component of cash at risk tied to hitting EBITDA targets in the future. Correct. Yeah.
Got it. How did they incentivize your managers to stay on? So this was unique about them and why I appreciated their structure in that my company still operates as True Technology. They have what they call a decentralized approach. So from a client perspective...
like still the same team. They didn't send, they don't centralize services, meaning a lot of times some of these companies will roll up the help desk or roll up the network operating operation center and things like that. So they allow, they allow the company to like what made it great to continue to operate that way. So,
They did wind up placing, you know, eventually a new general manager to kind of displace me when I left. But other than that, you know, there was really not much change there. So the employees already had a great place to be and had a growing business that they were a part of and a great culture. So that was, you know, just basically a transition. That was what was attractive to me as far as giving them a great place to continue to work from.
I've heard from other founders that telling their employees is one of the hardest things they've ever had to do. What was it like for you? Man, yeah. So this was interesting. So I didn't want to say anything about
until the quality of earnings was done. I've heard nightmares, not about Evergreen, just in general, about this concept of a retrade where whatever's on the LOI, once they go through the quality of earnings, you wind up, they offer you a 10 and they come in at nine after that. And then you're so invested at that point, like, what are you doing? So one of my business coach actually told me, expect it and know the number you're willing to walk away from.
And fortunately, you know, this was the number that, you know, they gave me on the LOI was the number that we closed at. So because I said we ran a high grade, high quality business. So there was nothing hiding in the books that came out later. But it was I wanted to wait until those numbers matched before I told anyone, which meant that we were going to be really close to close at that point. And there was it was interesting. They.
They wanted to interview my leadership team. And I said, no, they're not finding out until this is done. So it was very close. And then they even made it optional for me. But ultimately, I wound up letting them talk to them once I told them. So yeah.
Basically, it was one-on-one. I mean, I had strong relationships with these individuals. One of them, I went to his house and chatted with him about it. So I want to let them know they were all super, I'm getting chills thinking about it, happy for me. And they knew, again, the 20 years of effort I'd put in and the hard work. And I mean, they were deserving of it, deserving of the same thing as well. But they were happy for me and that was huge and they were supportive.
through that. And I had to let them know. And having the story of decentralized, that everything stays the same, the brand stays the same, there's no job risk. I'm telling you, I'm betting this for them and they trusted me. And that's what wound up being true. So
That was big. So it was really not a whole lot of risk for them through this. How did you frame it? I'd be curious to know the first sentence. Like, hey, I'd love to talk to you about something. You go to the guy's house. Right. What do you say? Yeah.
Um, yeah, yeah. I'm trying to remember, but it was, you know, uh, my heart was probably racing, you know, in the sense of, you know, not knowing what they're going to say, but I knew they supported me and we had great relationships. So I think it was more just, I have some news to share with you. Um, some exciting things are happening. I'm sure I, you know, spun it in a very positive way. Um, and then, you know, just unleashed at that point of,
what was going on and what I've been working on. And one of the things was I kept all these meetings related to it on my personal schedule. I used my personal email, but I would still have to block time out on my business schedule. And there were comments made like, "We knew something was going on." Like you had too many things blocked out on your calendar that were sent to private. What was that? So
There was that, but it was, yeah, it was just, it spun in a positive way and they received it in a positive way. It was good. I will say the journey from there though, it turned out that in our agreements, you know, the devil's in the details. In our own contracts, we had it where our clients had to actually, we couldn't assign the agreement to a new entity that they had to approve the assignment.
So this was... I don't think they do deals like this anymore. This was actually an asset purchase, not a stock purchase, which is...
a very big difference. And being that it was an asset purchase, I had to basically, I was selling the assets of the company, which in essence were these contracts. So, you know, big part of that's the values, you know, there's a goodwill, but all that. So with that, I, one of the contingencies of closing was that I had to, I had to get 80% of a recurring revenue assigned in, in, it was 24 hours that they gave me.
So it was talking about dialing for dollars. Like I had to figure out a way to do this in mass across all our customers. And the crazy thing was, John, that the clients wound up knowing because if this didn't happen, you know, if I didn't get 80 percent, then they would have had to make a decision if they proceeded or not.
But, you know, then if the deal didn't happen, then like, how do I back out of it? Our clients know. And in hindsight, I did this in the wrong order, but the rest of my staff didn't know either. So here I am telling customers that we're doing this before the rest of the team knew. In hindsight, I should have told them ahead of time because just in case, because the clients knew, but, you know, live and learn. But that was crazy. I aged probably, you know, two years and 24 hours.
I tried to make that happen. And it did. How did you frame it with customers? Because these are people who rely on you for their technology. And even though it's a bigger company and it's like there's still disruption. Wait a minute. Where are you going? Are you going to like I'd imagine there's a bit of dancing that you got to do at that point. Yeah. So fortunately, I was I was not involved in service delivery anymore.
So, you know, I was kind of out of the day to day, you know, and we were even new clients that we had brought on. Some of them had never even met me and we had got it to that point, which was amazing. It took forever to get there. But with that, so, you know, it was more just like trying to downplay the impact of it, explaining again that decentralized, like who this company is and what they do and why they do what they do. They take the Berkshire Hathaway approach and they
hold all these investments in all these companies forever and ever. And they never planned to roll up and sell. So I had to explain and spin, let them know and then tell them like, "Hey, by the way, I need to send you a DocuSign right now for you to transfer this agreement over and I need it in the next 24 hours so I can proceed with this sale."
So I'm just laughing because I can imagine you calling up some customer who you haven't spoken to in like years. Hey, Bob, how are you? How are the kids? Great to hear. Can we get like, I can just imagine you like going, I've got 24 hours to get to 80%. I don't have time to talk about your
kids and their graduation and all the stuff that they probably, you know, the small talk. I'm glad you're laughing at my pain and suffering right now, but no, it was, it was awesome to, I mean, my, my clients, it was the same reaction I got, you know, that I did from the team and that they were happy for me and they were supportive and they're like, and they turned it around, you know, we got there. We signed more than 80%, you know, in that 24 hour period. And then it was, you know, then it was having the conversation with the individual team members.
and letting them know, which I also did one-on-one. How was that? Most were excited for me and supportive. I would say that I was a little surprised. There was some like,
a little like with them, what's in it for me, like, okay, Doug's having this big exit event. Like, where does that leave me type thing? For the most part, that was not the case, but there were some that were like that. And I remember I reached out to the CEO of the acquiring platform and I shared that with him and he goes, oh, that happens. And I'm like, why didn't you warn me? I kind of got blindsided the first time of like, how do I navigate this?
You know, and so that was that was interesting. But for the most part, across the board, again, happy for me, knew the effort I had put in, you know, and they saw the reward I was getting for that. That was positive overall. Were they at all incentivized or did they share any element of the sale experience?
Did they kind of rank and file employees? No, no, they did not. Got it. Okay. So their reaction was like, okay, that's great for you. But like, well, how about me? Yeah, I think the bigger picture was so that the acquiring company, you know, they're a billion in revenue. They're, I mean, we have thousands of employees at this point across all their holdings. And so to be part of this larger, even though they're still operating independently, I mean, they're part of this much larger entity now, which creates, they intentionally kind of cross-pollinate employees.
knowledge across different holdings. So for me, it was exciting for me to letting them know, hey, you now have a much bigger opportunity as you get exposed across exposure to these organizations. And there may be some opportunities to move up or around within this organization, which I think has already happened. So that was exciting for me to share with them and paint that picture for them as well.
And did they buy it? Like, were they like, yeah, actually, now that you say that, that is actually. Right. Yeah. I mean, the proof's in the pudding. Right. So, you know, everyone's hesitant until they see it occur. So I stayed on, you know, six months post exit. So that was that was part of it, kind of seeing the transition through and making sure that everyone was kind of made whole through that, which was which was the case.
So that was, yeah, but it was obviously hesitance concern, but I did my best to kind of shore them up and let them know that they were, they were in good hands and no one was getting let go. And it wasn't consolidation happening or anything like that. What made you decide to leave before the end of the year now? So that was a, that was an interesting journey. I think I was, you know, I was a few months in post-exit.
And, you know, kind of just looking at like I still operated as if I owned it. That's just my personality, if you haven't picked up on that already. So that, you know, engagement level, stress level is a wrong word. I mean, I think, you know, for me, stress was healthy. I was engaged every day, except for when I put me in hospital, as I shared, that was not healthy. But, you know, but I realized that, like, man, I'm just so healthy.
like wrapped around this thing and which i loved and i enjoyed but i was like i really needed to like for my own you know just separate spend more time with my family figure out there was a lot of things that i hate to say i neglected on the personal side like i didn't even decide i mentioned i have a financial advisor i didn't even have a will i didn't have like a lot of those basic things in place you know so i was like i need to step away and now i had
you know, to figure out, I mean, I had built up quite a bit of cash running the business, but I had now a sizable amount of money that I had to figure out how do you make money with money and kind of de-risk that, you know, in a way. So I was like, I needed to kind of step back. Once I realized that I did, I actually went post exit. I decided a six month cool off period, I called it where I didn't touch it. Like, I mean, we had money already, but I didn't touch this. I didn't do anything crazy and, you know, go buy a yacht or anything like that. But yeah,
After the six-month cool-off period, then that's when I was like, you know what? I really need to focus on investing this properly, protecting it properly, and really start to unwind and figure out my own clock and get my focus on myself and my health and my family. Well, it sounds like you did just that. What was Ramsey's reaction when you said you were leaving early? Yeah.
I mean, they were supportive. I think that they've seen, you know, I think they're up to 90 acquisitions of companies like mine now. So, you know, there's a variety of different reactions post-sale, right? Some know upfront that they're going to leave and it's planned into the exit strategy. I had thought I would actually stay on. I just, again, loved being there and loved working with the team. So, you know, it was the CEO of the platform that I rolled up under that I had let know
And his response, I'll be honest with you, was, I saw this coming. You know, he just knew. So, again, you mentioned that comment about, you know, you probably wouldn't make a great employee. I probably probably wasn't the best. You know, my priorities and priorities didn't always line up. But, you know, but it was it was a learning journey regardless.
Yeah. Yeah. Hey, I really appreciate you sharing the story. It's an amazing story. Great win for you, for sure. Are you up for a quick lightning round of questions before I let you go? Yeah, sure. Shoot. Awesome. Question number one. So you had two potential acquirers that you were playing one off the other.
Was there a dirty trick that someone tried to play on you that was designed to kind of get your business for less than it was worth? I do think that the second party intended a retrade. So I think the number, their ultimate number actually turned out to be higher in the end as far as the offer goes. But I think it was based on the fact that they wholly planned to retrade. You know, I can't say for sure, but that was the feeling I got.
What gave you that feeling? I mean, it just, it felt like the number that was provided was almost like this, we'll just, we'll just get them to sign and then, you know, we'll figure it out from there type, you know, I don't know. I just started feeling that way. Again, I don't know if it was true, but that's what I felt. Yeah. What was the biggest mistake you made in the process of selling your company?
biggest mistake I made in the process of selling my company. Like if you could have a mulligan do over. Yeah. Yeah. So, you know, I still kind of reflect back on what I shared with you earlier about that. They hit the EBITDA target year over year and I wasn't even there anymore.
So, you know, could I have or should I have, you know, incentivize them and then still disappeared and cash flow that thing and just built up the enterprise value even more, you know, or just continue to scale and it was worth more for a larger exit. So that's that's kind of a thought that lingers. But, you know, everything worked out the way it should have.
It's like when Bob Barker in The Price is Right would say, do you want the dishwasher? Guaranteed. Or do you want a chance at the new car? Exactly. That's why I said decisions. They're tough, but I feel like when I make one, I try to own it. Yeah, yeah. For sure. For sure. I mean, hindsight's always...
You know, 2020, it's always like easy to kind of rethink in the back story background, but it sounds like a great, a great exit. What was the emotional low for you? I'd imagine there were some, some times for you that were difficult. Post-exit?
Yeah. I mean, take from the moment Ramsey, Sydney called you saying, hey, show us your books to today. Like what's been the lowest kind of ebb emotionally? Yeah. So I think, you know, post-exit was an interesting kind of mental journey. I joke around that I went from a VIP to a PIP, to a previously important person. You know, every day as a CEO of a company, you're getting approached with
you know dozens of you know decisions that have to be made potentially and um you know i used to joke around like i used to get decision fatigue but then like no one was asking me anything anymore so it was like my identity was really tied up with being a ceo and being an entrepreneur and running a business which i'm excited to say i'm doing again but with that i think that was
The structure that I had around business planning. So we had a business coach and we followed like an EOS, great game of business process and Rockefeller habits and all that intertwined. And so we did quarterly planning, three year vision, one year, all that and broke our rocks down. And it was I didn't have that structure in my personal life.
So I actually found myself like craving structure and process around how do I do that? And how do I have goals? And I would say, so you talk about lows. I, I,
I want to like finding myself trading stresses. And what I mean by that was like I had the stress of this business that I was scaling and the risk around it and all of that. And and then now I'm like stressing out about the financial markets and, you know, what's happening with the money and what I'm doing with and I'm making the right decisions. And I'm like, what am I doing? You know, like I'm supposed to be my goal would be stress free. You're like and I have the ability to do that.
So I did wind up engaging a life coach. I interviewed many and, you know, Coach Chris Patterson. I'll give him a shout out. Awesome guy. And he wound up, you know, it was a Bob Proctor program, Proctor Gallagher Institute. And it was like it was actually structured process for goal setting and for identifying bad habits and displacing them. And it kind of gave me the structured process that I crave and love in my personality.
And I was able to then apply that to my personal life, which really got me, I think, back more focused on how do I grow and expand and continue to scale post-exit and not just, you know, kind of just exist at that point. That's such a cool insight because, you know, those very qualities that allowed you to build such a successful business, you just can't turn them off.
on a dime. And, and yet, you know, that's what happens when you're not running a company anymore. So that's really cool. So that's Bob Proctor. I've heard the name, but I don't know anything about his stuff, but he's got some methodology. Yeah. He's, he's since passed, but yeah, his work is still out there. Proctor Gallagher Institute and coach Chris Patterson is a certified coach for them and runs a program. Cool. Yeah.
Cool. I'll look them up. What about the highest emotional point? Like, do you remember where you were with a check hit or like what was it for you that kind of like, yeah, this is awesome. Yeah. So I will tell you a funny story that we were on the closing call.
And, you know, attorneys are on there, the buyer, the seller, all that. And, you know, they're basically like buyer, OK, seller, OK, you know, we're good to do the transfer. And, you know, 20 people on this call, you know, people that are actually have the money and are actually releasing the funds and all that.
And all of a sudden they're like, everybody's good. Everybody's good. Okay. Transfer sent, you know, and then they're like, okay, everyone have a good day. And I'm like, whoa, like timeout. Can we like round of applause? Can we just do something here? It's like mark this occasion. So that was, that was kind of fun and funny. But I would say it was when I signed the LOI.
Because that was really, I remember I had Sydney on FaceTime and my wife and son there. And, you know, they were a big part of this journey for me, obviously. And with that, you know, we're just standing there. And I like remember just signing this thing on FaceTime with Sydney there. And it was just a, that was a momentous moment for me. I mean, we had built up some cash, like I said. So when the wire hit, yes, it was just,
you know that that was wasn't as significant as a moment it was i was nervous constantly refreshing like me knowing what i do about cyber security like make sure this the money makes it to me and not somebody else's account but it was signing the loi because that was like my my moment of like i'm doing this yeah yeah that's awesome that's awesome and to do that with your wife and son there with you that must have been that must have felt cool it was yeah
What, in addition to, you mentioned the Bob Proctor stuff, which was sort of post-exit. Was there anything that you relied on to kind of educate yourself about M&A, M&A?
the process of selling? Like, are there tools that you can point our listeners to? There's a great book called Built to Sell that they might want to read. I know I had read it earlier on as well. But, you know, I just, I personally, I mean, it's funny, ChatGPT wasn't a thing a few years ago, which is crazy to think about.
I would be in it, you know, sending, putting the LOI in it and analyzing it and all that. But back then it was literally I was calling anyone and everyone I knew that had exited to get their take and opinion. So fortunately, I'm blessed in the friends that I have and that, you know, some had been through multiple exits. So I was able to get some solid feedback from them and advice. And I was able to help in a big way.
Would you buy yourself as a trophy? A McLaren 720S. No, you didn't. I did. I did. Yep.
That's awesome. That was awesome. What is a McLaren as to what do you call it? 720, 720 horsepower. Okay. Yeah. What is a McLaren 720 S run these days? MSRP is like, you know, four, four 50. Cause that's a really good way to use your money. I only own it for a year. So I only had the depreciation hit of that, but yeah.
It was a, it was a, I'm a, I'm a car guy. So. Do you let your kid drive it? I offered, he wouldn't drive it, which is, he was so nervous. I offered, my wife drove it the day I sold it and she regretted not driving it earlier. That's awesome. Well, congratulations. I hope you remember the success and the achievement, 20 years of blood, sweat, and tears every time you get in that car. Right. Yeah. I appreciate it. Thank you.
Doug, in addition to driving around Jacksonville and your McLaren, what else are you doing for work these days? Tell us about where people can find you if they want to reach out. I appreciate that. Yeah, I'm wholly invested in this new venture.
um msp fuel and i'm proud to say my son's working for me now in this new business oh that's so cool yeah yeah it's big he he wanted to work for me at true tech and when i when i sold that that was actually part of the journey i didn't share with you but like he shared interest in that which created you know uh am i building a multi-generational company here um so that kind of made me think about longer term vision and legacy but um but yeah mspfuel.com
is our website. But basically, we built a coaching, training, mastermind program for MSPs to help them get to a point that they can exit, scale, earn more profit with less stress in a short period of time. My last three to five years in the business were exponential growth once I unlocked a lot of these things. So basically, that's what we're bringing to bear in that new company.
mspfuel.com. We'll put that and Doug's contact information in the show notes at builttosell.com. Doug, thanks for doing this. Yeah. Thanks for having me, John.
And there you have it for today's conversation between John and Doug. If you enjoyed today's podcast, be sure to hit that subscribe button wherever you listen to today's show. And if you want to help support this podcast, I'd encourage you to share this episode out with a friend or colleague. As a reminder, you can watch this full video interview over at our YouTube channel at Built to Sell. And for show notes, including links to everything referenced in today's episode, you can visit Doug's episode page, which you'll be able to find over at BuiltToSell.com. If
If you know of someone who'd be a great fit to be a guest right here on the podcast, you can nominate them. You can head over to builttosell.com slash nominate or email me at colin at builttosell.com where there you're going to have a chance to nominate yourself or someone else to be a guest right here on the show with John.
Special thanks to Dennis Labataglia for handling today's audio engineering. And thank you to our community of certified value builders who help us bring our message to you. Our advisors are experts in helping you build the value of your company. To get in touch with an advisor or learn how to become one yourself, head over to valuebuilder.com. I'm Colin Morgan, and I look forward to talking to you again next week.