WEBVTT

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Welcome to the Growing EBITDA Podcast, where

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we unlock the doors to management and technology

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insights in the middle market. Join us as we

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explore innovative strategies to drive revenue

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and EBITDA growth, interviewing industry leaders

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and technology experts. Whether you're looking

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to streamline operations, understand the latest

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tech trends, or lead your company towards exponential

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growth, you're in the right place. Stay tuned

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and let's grow together. James, I got a question

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for you. Who sang our intro song? Do you know

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this person's name? I don't think we know. I

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think producer Matt knows the individual. Maybe

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we have producer Matt as a guest one day on the

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cast. What do you think? Someday. You think he's

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ready? I think so. Hey, just to make fun of ourselves

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for a minute, Mike, do you mind if I make fun

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of us for a second? That's your best skill set.

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I know. We were such newbies. We loaded our podcast

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zero as season one, which was our intro. And

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then we immediately jumped to season two with

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all of our content. So maybe one day we circle

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back with having a producer Matt on and we can

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attach it to season one. I actually thought that

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that was the only way we could guarantee getting

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renewed for a second season. I thought that was

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part of the plan. That's true. That's a fair

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point. That's a fair point. Yeah, I thought that

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was part of the plan. Today, we're talking about

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integration today, post -acquisition integration,

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post -merger integration, PMI, goes by many different

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names. And to get us started today, I want to

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know, I know mine, I want to know the most interesting

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place you've ever done an integration. Let's

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digress for a second here. Tell us the story.

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I know you've got some good ones. Oh, man. I'll

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say I did it. It's this town called, so take

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you a little bit of a story. I started working

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for a company that went through a lot of M &A,

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and I was working out of the Mexico office supporting

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integration work for companies within the US.

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And one of the acquisitions we did was in Bonham,

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Texas. And so coming off of that, we had just

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acquired a group in La Jolla. in California,

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so outside of San Diego. So it was a great integration.

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We spent a lot of time, beautiful city, great

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hotels, awesome food. And we go to Bonham, Texas,

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and we go out to visit the site. And the site

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had done a nice job of booking a hotel for us,

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so we didn't have to find a hotel. Number one,

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we had a fast food restaurant that also doubled

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as a grocery store for lunch. And then we get

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to the hotel. And for those that are aware of

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the hotel America's Best, which is... Not to

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shame anybody, but America's worst. It was a

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pretty bad hotel to the point that really uncomfortable,

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not a great area. Well, as a team decided, well,

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we're not going to stay there again. We'll do

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it to make the target happy, but we're going

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to not stay there again. So we commuted an hour

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and 20 minutes about every single day there and

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back. So two and a half hours every day to go

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to this little town to integrate this business.

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The other memory I have from that business is

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they took a break. Every couple hours. It was

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a manufacturing facility. And they would go and

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drink Monster by the back door. And I remember

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I had never had a Monster before. Not something

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I'd ever had. And it was the old big ones with

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the screw top. If you remember that one, Mike.

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And so I went through a rough period, man. I

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went through a Monster phase. where i was drinking

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monster driving two and a half hours working

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in the middle of nowhere texas that integration

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i i was like i want that la jolla business back

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how do i get to that la jolla life so uh yeah

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man we don't go to the always the best and nicest

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cities when we're trying to integrate but i'll

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tell you what's the population of bottom Well,

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calling back to another episode, Mike, I'd have

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to use Chad GPT and some AI to serve up that

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answer. But I would say great people, man. I

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also gained a ton of weight because some very

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hearty meals, cookouts in the parking lot. Let

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me tell you, the worse the town, the better the

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people, I feel. And so it was a great time to

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make some great contacts. I still talk to some

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of those folks today, but not my favorite city

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by any means. How about you? Actually, can I

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ask you? That was such a long answer. We might

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have to make that its own episode. I didn't know

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I'd ask for a novel. My favorite, most interesting

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place I ever did an integration was Rattlesnake

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Bayou, Alabama. Oh, wow. I'll make my story much

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more brief and just say it lived up to its name.

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That was a good one. Rattlesnake Bayou. I don't

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know who came up with that name, but they named

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it right. We'll just leave it at that. I'm looking

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it up right now. So let's jump in. Let's talk

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about integrations. And let's talk about where

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bad integration hurts the most. What usually

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goes wrong first? Trials and tribulations, lessons

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learned. Get us started down that path, James.

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Yeah, so I think we... And to call back to another

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episode, but to just baseline, Travista does

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a lot of work in the PMI space after some M &A

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event, whether that's private equity, whether

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that's a large corporation that's a publicly

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traded entity that's carving out a piece of its

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business. We deal on both sides. So think carve

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out in or M &A come together. And so we work

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on both sides of that. I think where we see some

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of the challenges and where we're brought in

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to help a lot of times. or kind of shore folks

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up because they've already kind of begun the

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process. Number one is where I buy these two

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businesses because I like these two businesses.

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These businesses work well. I don't want to do

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harm to these businesses. But unfortunately,

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as I start to bring them together, I may make

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some decisions that cause some operational disruption.

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or cause challenges to the business. This could

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be by bad systems. As an IT individual, we see

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that a lot. This could be operational inefficiencies.

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Frankly, a lot of times we see you make a Salesforce

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change in the field. Let's say you have a field

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rep team and you make that change. It could disrupt

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those businesses. So one of the first things

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you can do is disrupt the two great entities

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that function today because we all go into these

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with the hope that we can drive synergies, become

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a better business, drive out costs, and become

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a better combined entity. It can go. wrong. The

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second one, I don't know if we've talked about

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this one before, Mike, maybe we should do a future

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episode on this. There's a recruiting arm at

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Trivisa that helps companies find individuals

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at executive levels within their practices or

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firms or companies. And so we actually do a lot

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of time helping with this challenge, which is

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the talent flight. So we know when we go in and

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we do a diligence, we look for key man risk and

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we indicate those key man risks. But sometimes

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folks leave, whether it's the team that owned

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the business and they transition out or talent

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at the business because maybe they had a windfall

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or a good financial outcome due to the transaction.

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And so they leave. There's a lot of times that

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that talent comes out and then the... businesses

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scrambling to figure out how to shore that up.

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Because not only are you trying to get these

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entities figured out, you're also making up for

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the talent side. And then the last one is, and

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this is something maybe you can talk about here

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in a second from a financial perspective, is

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this idea of these synergies and these kind of

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financial synergies. Going into this deal, no

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PE firm or no business is going to go into a

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deal blind. They're going to build a model. they're

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going to have an expectation of excellence, and

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they're going to have an expectation of outcome.

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So you're going to have those conversations up

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front. You're going to know what you want to

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do. And if you don't or you can't materialize

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those kind of changes, whether it be from the

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systems, from the team, or from the process,

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and you can't hit those synergies, at the end

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of the day, it affects the bottom line. So maybe

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we could take that, Mike, and maybe that's somewhere

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you can come in because you know much more about

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this than I do, where those kind of poor synergies

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or bad impacts affect the financials and kind

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of... disrupt the deal a little bit, or at least

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the idea of what the deal was going to be. Yeah,

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absolutely. Well, I'll build on the comment that

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you made about talent flight. If you lose the

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wrong people in the business that you're buying,

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or you didn't disenfranchise some of the folks

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on the team that you're already running, huge

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costs can be associated with that, you know,

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especially if you start losing high performers

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who think that maybe they weren't involved in

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kind of the strategic decision making process

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behind acquiring this, this other company. Maybe

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they feel like they get exposure to comp models

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now that are very different, and they're kind

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of realizing that, hey, maybe I should have been

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making a lot more money than I was all these

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years. It could be any number of different things.

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You start losing key people, that's a major hit

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to the bottom line, right? And that could be

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at your current company or at the target, the

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business that you're acquiring. So I think about

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things like talent flight, like you mentioned.

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I think about margin erosion. Many times people

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are going to model in, lots of synergies in these

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deals. They're going to say, Hey, look, we're

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going to bring company A and company B together.

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And we don't need 15 salespeople anymore. We

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only need 13. So, you know, we get some headcount

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reductions and some cost savings for starters,

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unless you have a very robust plan. It's pretty

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simple when you're talking about two salespeople,

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when you're talking about larger enterprises,

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you could be talking about. integration synergies

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across the sales team, the marketing team, the

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back office, finance, IT, reduction in licenses

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on the IT side, purchasing power and trying to

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drive purchase price reductions because now you're

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spending more with certain suppliers. I mean,

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it could cascade across manufacturing distribution,

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really cascade across the whole business. If

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you don't have really robust kind of day one

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communication plans, day one. implementation

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and integration plans, if you haven't appointed

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somebody who's really responsible for waking

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up every day for the next couple of years and

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running all those costs out of the business and

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driving those synergies, you stand to not realize

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many of the synergies that you expected at the

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onset, right? And quite frankly, Not that I would

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label this necessarily a crisis, but we have

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a saying, never waste a crisis, right? Never

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waste the opportunity when there's a lot of things

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going on to execute flawlessly, maybe make a

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couple of mistakes along the way. But if you're

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going to go and do M &A and part of the logic

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is driving for synergies, you better be very

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focused on driving and achieving those. And I

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think one of the things that we find... oftentimes

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a letdown is that people don't realize as many

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synergies as they originally modeled. We tend

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to find that that's oftentimes a function of

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lack of good old -fashioned project planning

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and tough decision -making and staying on top

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and holding teams accountable to actually going

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and doing what we all agreed we were going to

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do in the first place with these deals. Then

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you can get into things like customers. where

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day one planning and even day zero planning is

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critically important. How are we going to announce

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this to the market? If it's not well received

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and one of your largest customers decides, geez,

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I don't like what's going on over there now,

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that could be a major revenue and margin hit

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to the business. So all different kinds of margin

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erosion, if you're not implementing appropriately,

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you've got customer loss, you've got employee

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challenges. And also, quite frankly, there's

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a lot of brand damage that can be done, right?

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And you got to be very thoughtful about brands,

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right? You may have a brand in your current company.

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You may be buying a company with a solid brand.

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Maybe you're buying a company with a weaker brand.

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Figuring out what the right strategy is to kind

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of go to market on a go -forward basis, being

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thoughtful about the communication path, actually

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integrating. the tools and the systems. So you

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actually kind of look out in the marketplace

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as if you're one company now together, not doing

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any of those things. Well, number one is typically

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going to drive a lot of costs in the business,

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but also not doing any of those things. Well,

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could actually hurt your brand long term or hurt

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your employee relationships long term or what

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have you. So a lot of real financial impacts.

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can come out of poor integration. And, you know,

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we tend to work with a lot of companies that

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maybe they've done M &A in the past. Maybe they

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haven't done M &A in the past and it's their

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first time. So in many cases, you could be dealing

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with management teams that haven't had a lot

00:12:08.360 --> 00:12:09.779
of experience doing that. And it's important

00:12:09.779 --> 00:12:11.700
to equip them with the appropriate resources

00:12:11.700 --> 00:12:14.659
and tool sets with which to execute on them.

00:12:14.720 --> 00:12:16.980
Because otherwise, why are you making your life

00:12:16.980 --> 00:12:19.399
that much more complicated in the first place,

00:12:19.500 --> 00:12:22.360
right? If you're not going to kind of go after

00:12:22.360 --> 00:12:24.659
it and attack it aggressively, maybe rethink

00:12:24.659 --> 00:12:27.710
it. Yeah, and to read another chapter from my

00:12:27.710 --> 00:12:29.889
novel from earlier for that plant in bottom.

00:12:30.169 --> 00:12:32.070
Do we have enough, producer Matt, do we have

00:12:32.070 --> 00:12:36.830
enough time? The brand damage side. So this plant

00:12:36.830 --> 00:12:39.779
at a bottom was acquired. by a company out of

00:12:39.779 --> 00:12:42.840
Mexico. And we manufactured in Bonham, Texas,

00:12:42.960 --> 00:12:45.519
right? It was a manufacturing facility. And after

00:12:45.519 --> 00:12:47.720
the acquisition got out, news got to the local

00:12:47.720 --> 00:12:50.139
area like, oh, they're acquired by a Mexican

00:12:50.139 --> 00:12:53.179
company. And so the rumor was, oh, well, they're

00:12:53.179 --> 00:12:55.740
moving all their manufacturing to Mexico, which

00:12:55.740 --> 00:12:57.820
actually we're moving manufacturing from Mexico

00:12:57.820 --> 00:13:01.100
to this plant to help with capacity. And so we

00:13:01.100 --> 00:13:03.740
had done poor planning, poor communication, and

00:13:03.740 --> 00:13:06.000
poor articulation of that to our clients and

00:13:06.000 --> 00:13:08.429
did cause some brand damage. It actually caused

00:13:08.429 --> 00:13:11.029
quite a hearty dip in sales. So you are 1000

00:13:11.029 --> 00:13:12.690
% correct that that's something that needs to

00:13:12.690 --> 00:13:14.950
be contemplated and really work through and not

00:13:14.950 --> 00:13:17.730
just assume that everyone will know. Yeah, absolutely.

00:13:18.629 --> 00:13:23.629
So James, I talked about what can go wrong. How

00:13:23.629 --> 00:13:26.210
do you get it right? Yeah. How do you start off

00:13:26.210 --> 00:13:28.190
on the right foot? I love what you said, Mike.

00:13:28.350 --> 00:13:31.120
Day zero planning. A lot of people focus on that

00:13:31.120 --> 00:13:33.360
first day. There's a lot of upfront work that

00:13:33.360 --> 00:13:35.799
can happen. One of my favorite things is when

00:13:35.799 --> 00:13:39.039
clients have us do a diligence on an entity that

00:13:39.039 --> 00:13:42.379
they plan to acquire and then either bolt on

00:13:42.379 --> 00:13:44.559
or build as a platform and bring another business

00:13:44.559 --> 00:13:46.820
together, almost like two platforms coming together.

00:13:46.940 --> 00:13:49.779
And they call us after that and say, let's get

00:13:49.779 --> 00:13:52.139
planning. Let's start tomorrow on what this integration

00:13:52.139 --> 00:13:54.399
looks like. So that early integration planning,

00:13:54.600 --> 00:13:57.509
starting immediately. even a little bit in due

00:13:57.509 --> 00:13:59.889
diligence or pretty dang close after diligence,

00:14:00.090 --> 00:14:03.090
really helps set that tone, really opens up conversation.

00:14:03.370 --> 00:14:05.450
Obviously, it has to be proxied by legal and

00:14:05.450 --> 00:14:07.629
make sure it's okay for the deal cycle, how much

00:14:07.629 --> 00:14:10.029
you share, where you share, why you share, all

00:14:10.029 --> 00:14:12.129
needs to be reviewed. But you can start a lot

00:14:12.129 --> 00:14:15.509
of those things in day zero. I think having honest

00:14:15.509 --> 00:14:17.610
conversations with your leadership team and making

00:14:17.610 --> 00:14:20.330
sure they're aligned. Again, within reason and

00:14:20.330 --> 00:14:23.250
protected conversations to say, here's our plan,

00:14:23.350 --> 00:14:25.779
here's what we're doing. Oftentimes I see failed

00:14:25.779 --> 00:14:27.440
integrations when we're going to do a diligence

00:14:27.440 --> 00:14:29.679
and part of our diligence is the ownership's

00:14:29.679 --> 00:14:32.340
group is asking us in the diligence, what do

00:14:32.340 --> 00:14:33.620
you think they're going to do with us after they

00:14:33.620 --> 00:14:36.600
acquire us? If we hear that question, we know

00:14:36.600 --> 00:14:38.679
there's a misalignment and probably the message

00:14:38.679 --> 00:14:40.559
hasn't been shared in the right way. So that

00:14:40.559 --> 00:14:42.519
management team understands. A lot of times the

00:14:42.519 --> 00:14:44.480
ownership group understands, but not that middle

00:14:44.480 --> 00:14:47.279
management team. And then the last one, which

00:14:47.279 --> 00:14:49.639
is something we always say in any project, which

00:14:49.639 --> 00:14:51.360
by the way, I love your shout out on poor project

00:14:51.360 --> 00:14:53.720
management sets you up for poor success. It is

00:14:53.720 --> 00:14:56.779
1000 % true. But the other thing is, how do I

00:14:56.779 --> 00:14:59.259
get quick wins? How do I find things that are

00:14:59.259 --> 00:15:01.299
very simple? So one of the things that we see

00:15:01.299 --> 00:15:03.200
a lot of times on a quick win that gets people

00:15:03.200 --> 00:15:06.139
working together, gets conversations going, and

00:15:06.139 --> 00:15:08.879
it's a low risk is indirect procurement. Something

00:15:08.879 --> 00:15:10.860
as silly as like, hey, we all have paper towels.

00:15:11.059 --> 00:15:14.700
We all buy from Grainger. Let's... a line on

00:15:14.700 --> 00:15:17.220
a procurement of indirect that we can make sure

00:15:17.220 --> 00:15:19.320
we get those materials. We can start to work

00:15:19.320 --> 00:15:21.139
on that together. Again, it's not going to really

00:15:21.139 --> 00:15:23.340
super disrupt the business. It's a chance for

00:15:23.340 --> 00:15:25.259
us to partner. It's a chance for us to figure

00:15:25.259 --> 00:15:27.279
out a group rate so we can lower some prices.

00:15:27.460 --> 00:15:29.639
And it's a good place to experiment before you

00:15:29.639 --> 00:15:31.059
start getting in the tougher things of like,

00:15:31.120 --> 00:15:33.460
how do I combine manufacturing facilities? How

00:15:33.460 --> 00:15:36.720
do I centralize my call center? Those are tougher

00:15:36.720 --> 00:15:39.440
and more kind of frothy challenges. Whereas I

00:15:39.440 --> 00:15:41.379
can get some quick wins, build that confidence

00:15:41.379 --> 00:15:43.279
on the team and kind of drive that inertia. to

00:15:43.279 --> 00:15:46.960
those larger challenges like ERP, CRM, or some

00:15:46.960 --> 00:15:48.720
of the sales things we've discussed on here.

00:15:48.820 --> 00:15:51.100
So I think those type of things for me is start

00:15:51.100 --> 00:15:53.879
talking soon, bring everyone along for the journey,

00:15:53.940 --> 00:15:58.159
and get some quick wins. Yep, absolutely. So

00:15:58.159 --> 00:16:02.919
James, before we wrap up, we got some two -bit

00:16:02.919 --> 00:16:06.000
trivia, I think, here today. All right. You want

00:16:06.000 --> 00:16:07.899
to ask her? You want me to make up something?

00:16:08.039 --> 00:16:09.299
You got something already figured out? Yeah,

00:16:09.799 --> 00:16:12.779
I prep for these. I prep for these. Oh, no, man.

00:16:12.919 --> 00:16:16.480
All right, here we go. You know, chat, my buddy

00:16:16.480 --> 00:16:22.320
GPT and I, we prep for these. Perfect. So this

00:16:22.320 --> 00:16:23.440
one's pretty basic. I think you're going to get

00:16:23.440 --> 00:16:26.039
this one. What is the average timeline that experts

00:16:26.039 --> 00:16:29.279
recommend to fully integrate an acquired company?

00:16:30.940 --> 00:16:33.299
So we preach don't go too quickly because you

00:16:33.299 --> 00:16:35.139
could break things that do no harm clause. So

00:16:35.139 --> 00:16:39.740
I'm going to go probably a year to 18 months

00:16:39.740 --> 00:16:41.799
time frame. So you still kind of know them, but

00:16:41.799 --> 00:16:43.980
you're not taking too long. So I don't know,

00:16:44.019 --> 00:16:46.700
one year to 18 months. Well, even though you're

00:16:46.700 --> 00:16:49.919
close, this just proves you're not as smart as

00:16:49.919 --> 00:16:55.139
ChatGPT. But experts say 12 to 24 months. So

00:16:55.139 --> 00:16:57.740
we'll give you like two thirds of a point there.

00:16:58.090 --> 00:16:59.549
Are we keeping points? Is that how the system

00:16:59.549 --> 00:17:02.070
goes? Well, it's one to two thirds then if we

00:17:02.070 --> 00:17:03.450
are keeping points because I do have my little

00:17:03.450 --> 00:17:06.589
scoreboard here. Yeah. And I think the logic

00:17:06.589 --> 00:17:10.289
there is if you're moving faster than that, you're

00:17:10.289 --> 00:17:12.609
probably not integrating the businesses, right?

00:17:13.069 --> 00:17:14.869
Could be leaving money on the table. Who knows?

00:17:14.890 --> 00:17:17.130
Depends on the integration. But you certainly

00:17:17.130 --> 00:17:19.410
probably haven't integrated fully the two companies

00:17:19.410 --> 00:17:21.710
or maybe that was more like a tuck in, maybe

00:17:21.710 --> 00:17:23.569
about a product line and three or four months

00:17:23.569 --> 00:17:26.210
in, you've got it. integrated into your facility.

00:17:26.390 --> 00:17:29.789
But 12 to 24 months is the guidance, which also

00:17:29.789 --> 00:17:33.269
I think has been my experience. So good reminder,

00:17:33.430 --> 00:17:36.250
takes planning. My comment about day zero planning,

00:17:36.410 --> 00:17:38.710
super important. Day one planning, even more

00:17:38.710 --> 00:17:41.190
important. Making sure that you're engaging the

00:17:41.190 --> 00:17:43.809
team and holding the team accountable to delivering

00:17:43.809 --> 00:17:47.400
it. Yeah, I love it. Yeah, this is something

00:17:47.400 --> 00:17:48.900
that's squarely in our wheelhouse. So we talk

00:17:48.900 --> 00:17:51.140
to clients all the time. So hey, if you have

00:17:51.140 --> 00:17:52.819
a question or want to learn more, reach out to

00:17:52.819 --> 00:17:55.539
Mike or I directly. We appreciate when our listeners

00:17:55.539 --> 00:17:58.720
listen. When they listen and they reach out,

00:17:58.779 --> 00:18:01.099
we appreciate both. But thanks for tuning in

00:18:01.099 --> 00:18:02.480
to Growing EBITDA. By the way, you're assuming

00:18:02.480 --> 00:18:05.839
they listen. Hey, hey, we got numbers now. Listen

00:18:05.839 --> 00:18:08.259
or reach out. Either one, it's fine. Yeah, we

00:18:08.259 --> 00:18:10.619
got numbers. But hey, subscribe to Growing EBITDA

00:18:10.619 --> 00:18:12.099
and we look forward to connecting in the next

00:18:12.099 --> 00:18:15.240
couple of weeks. Thanks for tuning into this

00:18:15.240 --> 00:18:17.940
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