Episode 78

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Published on:

18th Sep 2025

78. The Pitfalls on The Path to Exit

In this episode, we discuss: The pitfalls on the path to exit. We are joined by Dirk Sahlmer, Head of Origination at saas.group.

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We chat about the following with Dirk Sahlmer: 

  • How should leaders balance ambitious growth metrics with the realities of current team capacity?
  • When does leadership involvement cross the line into micromanagement—and how can you avoid it?
  • Can offshoring and distributed teams truly maintain a unified culture and performance standard?
  • What does a “bootstrap future” look like, and is it a viable model for scaling sustainably?
  • How can a central operations team best support rapid growth without slowing innovation?

References 

  • https://www.linkedin.com/in/dirksahlmer/
  • https://www.saas.wtf

Biography 

Dirk Sahlmer is the Head of Origination at saas.group, a serial acquirer of small, capital-efficient SaaS companies. Known for his insightful LinkedIn posts and newsletter articles on SaaS industry trends and M&A topics, he is a respected voice in the SaaS community.

To learn more about Beth and Brandon or to find out about sponsorship opportunities click here

Summary

00:07:06 – Measuring progress towards the future vision

00:10:30 – Leadership decisions in action

00:13:13 – Workforce shifts and offshoring

00:17:57 – The “bootstrap future”

00:20:49 – Building a central operations team

00:22:59 – Avoiding micromanagement



This podcast uses the following third-party services for analysis:

Podcorn - https://podcorn.com/privacy
Transcript
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Thanks for

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watching!

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Hello everyone and welcome to

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another episode of the operations

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room, a podcast for COOs.

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I am Brandon Mencinga joined by my

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lovely co-spent the years as always.

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How are you doing this morning?

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I feel very tired.

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Don't know if there's any reason for

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it, but that's where I'm gonna go.

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So what constitutes the tiredness as

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of this particular week.

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So I don't know about you, but I

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feel like, or I know because I now

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have an Apple Watch that tells me

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everything, that I

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sleep less the lighter it gets,

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even though the room has blackout

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blinds, somehow I'm

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just up.

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Your body is sensing it, sensing

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the shift.

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It is. And so in the winter,

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I think I sleep about an average of

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nine hours a night.

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And right now, yeah.

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Nine?

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What?

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It's lovely.

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And right now I'm getting about

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seven.

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One of the things we don't talk

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about in summertime, we're all so

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excited to have it in some natural

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light and a bit of vitamin D that we

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forget that we don t actually sleep.

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Part of the joy.

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I went to the rooftop of our

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office that I'm in now and the

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rooftop, I think in London sometimes

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you don't expect a lot from these

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rooftops, but the rooftop was

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spectacular. They had like three

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couches, two of those like swinging

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things, they're not couches but what

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do they call those things? Little

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pods, I guess, like greenery

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outside and just like

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beautiful sun.

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The view wasn't that great, but it

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was just awesome for like a

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lunchtime chill

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So you're back in proper London

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then. Our new offices or

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the UiPath offices are

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in the center of the city on

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Bishopsgate.

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We're on the 50th floor.

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Fiftyth Thor.

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Jesus. Where's Bishop's Gate?

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Bishop's Gate is where Salesforce

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Tower is, and it just has a

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row of tall buildings now.

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So that sounds super corporate,

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massive skyscrapers, and you're on

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the 50th floor.

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It's a pretty amazing view.

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We look down on the Gherkin

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from where we are, and it's

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south-facing, so you can see all the

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way to Canary Wharf and the

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Thames and everything, but very

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hot.

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You get the view in the morning, and

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then the sun comes around, and all

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of the shades go up, and you could

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be anywhere.

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You'd have no idea.

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So what's happening? So the

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acquisition has happened.

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So we haven't chatted in quite some

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time. How are things checking out?

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I don't really know how much I can

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share and what is worth sharing.

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Everybody's very friendly, very

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nice, very helpful, but they're just

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a lot of everybody's and trying to

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figure out who the right everyone is

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to talk to is still a

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challenge.

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I think when we got bought by

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Microsoft, that was actually one of

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the most problematic areas.

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We're like this miniature SwiftKey

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in London separated from the

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mothership. Just trying to figure

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out who we're supposed to be talking

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to about all sorts of things was

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madness. Trying to find people,

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teams, who we needed to ask

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for certain things was full on.

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The one benefit that we have is

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a quarter of the company is based in

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Bucharest and therefore

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it's only a two hour time difference

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and we're not dealing with eight

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hours because I can imagine with

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Microsoft you're spending a lot of

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time waiting for people to wake up.

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So we've got a great topic for

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today, which is the pitfalls on the

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path to exit.

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And we have an amazing guest for

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this, which is Dirk Solmer.

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He is the head of origination.

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I always love this terminology for

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VCs or people that buy these

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companies, head of Origination, in

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any event. He works for the SaaS

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group, SaaS.group as it

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were. So with Dirk, he

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talked about this fundamental idea

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of bringing your business in order

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to make it acquirable.

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And by bringing your businesses in

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order, he was talking about

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reporting, KPIs,

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documentation or processes.

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For that smaller kind of

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acquisition, reducing the key man

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risk and

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also saying that if he's

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trying to acquire a company of that

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nature and it takes them forever to

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respond to things or there's a lack

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of clarity around their numbers or

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whatever, it just makes him as part

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of the acquirer super nervous

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and it does not help that

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company wanting to be bought in this

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case. I'm just wondering what you

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make of this idea of bringing your

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business in order and how

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important that is.

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As a COO, it's obviously very

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important and basically the reason

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why we're there.

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Without it, we're not doing our job

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very well.

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Doesn't mean it's always easy,

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but it's part of

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professionalizing the business.

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I guess the bigger question is,

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what's the priority order?

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Actually, and as a side note, one

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company ago, at the leadership

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level, there was like pushback

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on pulling our shit together for

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a fundraising event in this case.

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So not an acquisition, but it was

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for fundraising purposes.

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Why would we proactively build

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like a due diligence room and spend

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the time and effort to do this

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stuff? Why don't we just wait until

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we're asked for whatever

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documentation?

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And I remember having this.

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Debate back and forth with this

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person and ultimately they

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won. So we ended up kind of doing

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this like responsive thing, if you

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want to call that.

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And as you'd imagine, the outcome

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was the fundraising event didn't

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take three months or four months.

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It took like nine months because of

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this ridiculous like all of the

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place situation that was happening

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at the time.

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So to your point as an operations

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professional, you know, getting

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burned first-hand of

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seeing what that looks like and the

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mess that's created, you now, I'm

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very adamant these days You

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know it is entirely possible to

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three months for a fundraise maybe

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not for an exit or for an M&A in

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this case but definitely from a

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fundraised standpoint get your shit

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in order pull the stuff together

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make sure you have it there like you

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mentioned on some previous podcast.

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Even before that just like having a

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dd room there where

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as you progressively build stuff in

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your company and monthly p&l

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statements at the end of the month

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and so on just drop them in there so

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by the time you should get to this

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stuff it's not like a huge

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exercise.

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So there's that side of it.

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And then also it just,

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one is that they have the

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information, but the reason why

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fundraisers or acquirers will

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be freaking out is if none of it's

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pulled together, then they'll be

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wondering how you run your business

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and if there's any

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clarity in the day-to-day

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operations.

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And so I don't think it should just

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be about gathering it

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ready for a fundraise, but it

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should also be that you are

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operating the business with some

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KPIs.

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That are reasonable and you're

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checking.

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And maybe it's not, you know, small

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business doesn't need all of the

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reporting in the world, but there

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should be some level of consistent

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reporting and a cycle

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of the team getting together

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to look at those numbers and

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course correct.

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Yeah, and then getting to your point

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just around the prioritization of

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what's important in that DD room or

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what's like the bigger lifts, I

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guess, how would you describe that?

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What should we think about?

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So the one that companies seem to

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really struggle with in

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that size that I can see,

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particularly the smaller, like the

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sub five million, let's say,

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is just having a good business model

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that they can share.

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Because oftentimes there's no

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finance resource.

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You're using a bookkeeper to send

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invoices.

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I've seen where companies have

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bookkeepers that have no SaaS

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experience. So they're not like

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really building a budget that is

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based on SaaS.

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Or you work with these outsource

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CFO companies and

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then they build too big and too

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complicated a budget and

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model that you can't understand and

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isn't tied to your actual

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growth metrics.

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And so it's either like invest in

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a finance person and get a

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budget that's a real budget that

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has a budget and

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model that has all the financial

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metrics that it should or at a

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minimum have a model

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that reflects your business drivers

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even if it doesn't have.

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A real P&L and balance sheet

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and cash flow.

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Even if you don't have that level of

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understanding to at least have

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a model of if I have these many

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people or this many leads,

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how much money am I going to make?

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Sorry, by business model, you mean

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is like manifested in a financial

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forecast of some sort that actually

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shows how the drivers

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of how you make money parlays itself

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into an actual future.

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And then how you're performing

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against that future.

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It's interesting, the current

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company that I've joined, it is

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absolutely remarkable.

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They are late series A on the

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cusp of a series B, 80

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people, quite a bit of revenue

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coming down the pipe right now, a

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great pipeline in front of it.

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The entire financial back end

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of the company was essentially the

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CEO founder with six different

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spreadsheets and a junior

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operations person doing all the

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payables and receivables knowledge

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as, and a third person kind of

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doing like.

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Revenue ARR or reconciliation type

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stuff in between the three of them,

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they've got to the stage of the

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company's evolution.

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As we're heading towards the series

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B, we definitely need to hire

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a head of finance or a finance

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director to come in to kind of look

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at what is actually happening and

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just make sure that...

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The background-looking side of the

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company, the controller side of

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things, all of it's in place

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in terms of the track record of the

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the company.

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And then financial forecast wise,

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really leveling up our financial

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forecast to ensure that it really

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represents the reality of the

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business as we kind of head into the

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Series B where we can, as you said,

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take the business model and

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represent it in a way that is

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very clear, hopefully fairly

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accurate, gives the investor

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or potential investors really good

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confidence in the potential of

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the

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And that's definitely on the

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five million plus in terms of if you

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have like, if you're looking for a

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acquirer, I think grouping zero

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to 10 together or two

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to 10, you need to professionalize

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somewhere on your journey from

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five upwards, unless

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all you're doing are super huge

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deals and you have five customers.

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Like there's a level of complexity

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that starts to come in before

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10 that you need get ready for.

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What would be the second big one,

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do you think?

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Your monthly reporting

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pack, demonstrating

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how you run the business and that

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you're on top of the business.

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So whatever your MBR

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equivalent is, and even

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if it's like one scorecard,

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that's enough.

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So it's kind of like a board pack,

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but a bit lighter weight.

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You don't have to share all of it,

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but share some sort of continuity

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of this is what we look at.

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And these are the types of

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discussions that we have.

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Ideally with targets

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against those numbers.

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Again, to show some planning.

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So how many leads have you

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created?

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What are your daily active users,

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monthly active users?

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Whatever, some sort of thing.

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What's your shipping?

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The scorecard of your top KPIs,

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or one performance

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metric per department,

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or as you've gotten together, or

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your OKRs, whatever it is.

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That you use as a management

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team to decide whether or not you're

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going in the right direction.

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As an example, in your Leadership

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Weekly you have a scorecard or

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health metrics that you're looking

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at that's tracked week to week

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or whatever it is, month to month,

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and having that historical archive

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of that clearly laid out

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and dropped somewhere where

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they can see what you're discussing.

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Yeah, I mean, or not even in a

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historic, because I think if for

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historic, you could just use your

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board pack as long as your board

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pack has something in it.

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I would even just have an example of

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how you've run the last quarter or,

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you know, talk through how

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you operate the business so that

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you look somewhat grown

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up.

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Okay, so more of like

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talking points.

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You know, you could just have like

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an example of one.

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So in our monthly business review or

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weekly business review, this is what

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we look at.

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These are the types of conversations

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we have.

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And then the other thing is,

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you're always going to be asked for

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customer references.

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And so make sure that you know

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which customers are the ones

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that would be good references

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and just kind of

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treat them quite well.

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You know you have your...

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Champion customers, I don't want to

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call them, like your gold star

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customers, the ones that for

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whatever reason you click with,

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they're early adopters, they like

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you, you like them,

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they'll say anything you need them

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to say to a fundraiser or

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an investor or acquirer,

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take them out to dinner regularly,

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know if they're having a new baby

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and give them a present, like just

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make them feel special, not all the

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time, but just keep them happy and

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ready and

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able to do this last

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minute.

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Customer references for you.

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All right, so let's park it here.

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Let's move on to our conversation

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with Mr. Dirk Solmer.

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I thought it would be quite good to

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kick off with, I mean,

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I can share all of the mistakes that

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we made along the way.

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And I think probably one of them was

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not a mistake, but didn't realize

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the complexity of

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having an Indian entity as

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part of it.

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I thought would be quite helpful to

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start with like, what are the

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mistakes that you see people make

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that makes the actual acquisition

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really hard that you

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could maybe fix

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ahead of time?

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I mean, you already mentioned one

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point, it's like the entity

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set up.

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What we sometimes see is that

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people think to maybe,

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so if you ask customers, you need to

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set up another US entity.

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And maybe even move some people

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there, employ some people there.

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Then you move to another market,

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set up an office and an entity

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there, which makes the whole

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conglomerate, even just for a small

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SaaS, very complex.

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And we already walked away from some

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opportunities just because it

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was too complex.

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Like the IP was in one entity,

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employees were employed through

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another entity.

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And then they had some nearshoring

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or offshoring teams sitting

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somewhere else.

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So it's the The easier you

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make it for an acquirer to

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understand your business and to

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close the actual transaction, the

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higher the probability to close.

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Then also documentation of

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processes, reducing key

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man risks, so just like

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an acquirer comes in and they

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see how the business works,

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like how the reporting lines are,

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which processes are in place that

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not everything is dependent on

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the founders or even like

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some key employees.

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This makes your business look much

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better in front of investors and

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makes it easier for them to review

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and analyze and understand what's

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going on.

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What is it that you can preemptively

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work on to ensure that you get the

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maximum valuation?

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I mean, I talked about the

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documentation already, so that also

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replies, of course, to like code

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base and technical things,

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then prepare your numbers.

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So if you don't have like

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a CFO already, or someone who's

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helping you with financials and your

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KPIs, implement proper reporting,

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proper metrics tracking, so you can

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deliver the most important KPIs.

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Because this is always the

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first obstacle in the first call

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if I ask founders, sellers.

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We'll see you next time. About most

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basic SaaS KPIs and they just can't

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provide it.

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And then they say, Hey, let

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me look this up for you.

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And it takes them three weeks.

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So you always have to understand

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that you're creating a bias on

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buyer's side.

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So the more they're thinking, okay,

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you don't have your business in

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order or you can't deliver

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things on short notice,

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the more suspicious it seems.

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And the deeper they might dig or

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they might just walk away the deal

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because they think it's just a mess

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and they will never...

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Get through it.

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All of a sudden I realized we should

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probably provide a bit of context on

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the size of businesses we're talking

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about, stage,

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what your thesis is around

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acquiring, and maybe take

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it a step back so people have more

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context.

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With Salesforce, we are mainly

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targeting small

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capital efficient companies

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and the revenue ranges between 2

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and 10 million.

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So I would say the smallest

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team size we ever acquired was just

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two people.

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And the biggest we ever required was

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around 30, 35.

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It's rather small.

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It's not those typical scale

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ups, 100, 200,

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300 people.

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So, we're mainly focusing on

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smaller companies.

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I think you also have to

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take into account that M&A is our

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bread and butter. So we're doing

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five to 10 transactions a

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year. So if I talk about

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acquisitions and the process, that

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means we have a well-oiled machine.

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We're doing this every day and

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it's the core of our model.

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When you sell to a strategic

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who has never done it before or

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a strategic that does maybe one

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transaction every three years,

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then it's a totally different game.

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It takes longer.

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It's more complex.

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What you also need to add is we

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acquire companies and we keep them

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as is.

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So we keep the same team.

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Usually we keep to the same brand,

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the same name. So the company itself

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stays as is, and of course there's

Speaker:

integration projects.

Speaker:

You connect them to internal

Speaker:

communication channels like Slack,

Speaker:

uh, Google workspace and so on.

Speaker:

We do not need to evaluate like

Speaker:

products, synergies, tech

Speaker:

stacks, technical integrations and

Speaker:

so.

Speaker:

I would say if you compare it to a

Speaker:

strategic exit it's much more

Speaker:

straightforward and much easier

Speaker:

and less time consuming.

Speaker:

I think if you're starting to a

Speaker:

strategic at the end of the day it

Speaker:

could take a year or longer while

Speaker:

it only takes weeks.

Speaker:

So there's a whole bunch of

Speaker:

companies that are either seed

Speaker:

funded or series A funded where

Speaker:

they're in that five to 10 million

Speaker:

pound range and all of them are

Speaker:

struggling. They don't have the

Speaker:

right metric set for series B or

Speaker:

a follow on round.

Speaker:

They're not quite profitable, but

Speaker:

they're almost profitable.

Speaker:

They've got decent revenue, they've

Speaker:

got a decent customer base, like

Speaker:

some level of PMF, but there like

Speaker:

floating and there's like nowhere to

Speaker:

really go essentially.

Speaker:

So when you look at companies like

Speaker:

that, either what do you recommend

Speaker:

them to do or if you're

Speaker:

looking at acquiring those kinds of

Speaker:

companies, what are you actually

Speaker:

looking for to decipher if

Speaker:

there's something there.

Speaker:

Yeah, so I think the issue with

Speaker:

those kinds of companies is that

Speaker:

they can't do that mindset shift

Speaker:

from growing at all costs and

Speaker:

potentially overspending

Speaker:

to becoming more frugal, more

Speaker:

sustainable.

Speaker:

This is also why we

Speaker:

don't necessarily want to do those

Speaker:

deals. We also look at what I

Speaker:

would call failed VC cases, but the

Speaker:

usual problem is they are not

Speaker:

capital efficient enough because

Speaker:

they're coming from a background of

Speaker:

there was more money than they

Speaker:

earned, and they spent it on

Speaker:

things which...

Speaker:

Haven't had necessarily the biggest

Speaker:

ROI.

Speaker:

And so what I encourage

Speaker:

those companies to do is to

Speaker:

have a plan B.

Speaker:

Let's call it bootstrap future,

Speaker:

where you really trim down the

Speaker:

company to what's really needed

Speaker:

to run it.

Speaker:

And I mean, you can still like go

Speaker:

from there and start hiring again,

Speaker:

if the company continues to grow,

Speaker:

but you can't keep like a

Speaker:

high burn multiple or.

Speaker:

High S&M spent

Speaker:

if your company is

Speaker:

growing like 10, 20% versus maybe

Speaker:

100, 150% before.

Speaker:

I would say it totally

Speaker:

makes sense. I would even encourage

Speaker:

it to very early stage companies,

Speaker:

but to have a plan B with

Speaker:

concrete action points,

Speaker:

what are the main cost items,

Speaker:

what do I really need, and

Speaker:

how long does it take me to

Speaker:

cut it back?

Speaker:

Staff cost is usually the

Speaker:

highest cost item,

Speaker:

unfortunately.

Speaker:

But then there are other things

Speaker:

like SaaS tools you haven't used

Speaker:

a lot, or you're

Speaker:

going to conferences that

Speaker:

don't bring any sales, but cost you

Speaker:

a lot for the booth and everything

Speaker:

and to bring people there.

Speaker:

So it really makes sense to have

Speaker:

such a list of action items

Speaker:

if you need it.

Speaker:

Does that mean that you're mostly

Speaker:

acquiring bootstrapped companies?

Speaker:

Is that part of your thesis?

Speaker:

Yeah, I would say some companies

Speaker:

are also lightly VC

Speaker:

funded. So they raised like a

Speaker:

pre-seed round seed round and then

Speaker:

they realized, okay, this

Speaker:

is not becoming a skyrocket

Speaker:

thing and then focus more on

Speaker:

profitability and growing this

Speaker:

sustainably with lower

Speaker:

growth rates ultimately.

Speaker:

But I think series A stage

Speaker:

is basically the

Speaker:

point where you need to decide if

Speaker:

you really want to go big or

Speaker:

focus more on a sustainable

Speaker:

path because...

Speaker:

Post Series A, the valuations are

Speaker:

crazy. You have a high liquidation

Speaker:

preference, you've raised a lot of

Speaker:

money, and if you then don't

Speaker:

make it, then I have

Speaker:

some conversations with founders.

Speaker:

They would just walk home with zero

Speaker:

dollars on exit, even though they

Speaker:

put in blood, sweat, and tears for

Speaker:

like almost a decade, which is

Speaker:

sad.

Speaker:

And so how does your

Speaker:

model work?

Speaker:

Do you buy companies and

Speaker:

then take out the back office

Speaker:

for synergies and

Speaker:

then they're profitable

Speaker:

and use the cash that they generate

Speaker:

to buy the next company?

Speaker:

Yeah, it's very close to what you're

Speaker:

saying.

Speaker:

So as I said, we buy those companies

Speaker:

as is. So we keep everything,

Speaker:

the team, the brand, the name, and

Speaker:

those companies usually are

Speaker:

under-optimized in certain areas.

Speaker:

I mean, you cannot be an expert in

Speaker:

everything.

Speaker:

Like even SaaS Group is not an

Speaker:

expert on everything.

Speaker:

But we see certain synergies,

Speaker:

but we also see potential

Speaker:

for improvements in, for example,

Speaker:

pricing, in sales and marketing,

Speaker:

in other things.

Speaker:

And so we buy those companies with

Speaker:

a certain hypothesis to help them

Speaker:

grow to the next level, and then we

Speaker:

have a central operations team.

Speaker:

It's around 50 to 60 people

Speaker:

internally with product experts,

Speaker:

with marketing experts, pricing

Speaker:

experts, internal BI,

Speaker:

internal AI, and then just

Speaker:

standard things like HR,

Speaker:

finance accounting.

Speaker:

So most founders I

Speaker:

talk to, they don't like

Speaker:

admin topics that much.

Speaker:

Uh, so.

Speaker:

They are happy to give it away

Speaker:

and then we are trying to help

Speaker:

very hands on.

Speaker:

But with the existing teams, so

Speaker:

usually they have some marketing

Speaker:

folks or product folks

Speaker:

and we just support them with

Speaker:

expertise and resources.

Speaker:

And you basically keep their

Speaker:

engineers.

Speaker:

Correct. Yes.

Speaker:

I would say the typical profile of

Speaker:

those companies is very

Speaker:

good tech foundation.

Speaker:

So strong product in a niche,

Speaker:

very sticky clients.

Speaker:

So the foundation is great, but

Speaker:

then they are under optimized

Speaker:

in GTM, like go to

Speaker:

market and maybe they've

Speaker:

never tackled internationalization

Speaker:

or they are struggling

Speaker:

with it. And then these are the

Speaker:

topics where we can help with if we

Speaker:

see the potential and.

Speaker:

At the same time, it also provides

Speaker:

an exit for the founders because

Speaker:

that's usually outside

Speaker:

of their comfort zone because they

Speaker:

never started to build something.

Speaker:

So then if we circle back to the

Speaker:

beginning of the conversation, so

Speaker:

you've identified a company or a set

Speaker:

of companies that are interesting to

Speaker:

you on first pass, and when you

Speaker:

start going through the due

Speaker:

diligence and kind of quasi-buying

Speaker:

process with the founder or the CEO

Speaker:

of the board or whatever, what are

Speaker:

the different things, the different

Speaker:

areas that make you nervous along

Speaker:

that pathway? So you pointed one out

Speaker:

previously, which is SaaS metrics

Speaker:

and reporting, they don't know what

Speaker:

they're doing, they're very, very

Speaker:

slow, they have to take three weeks

Speaker:

to get a non-recurring, whatever,

Speaker:

an NDR number type of thing.

Speaker:

What else in that plot makes you

Speaker:

nervous that you see where it makes

Speaker:

you think twice?

Speaker:

I would say one

Speaker:

common theme is key man risk

Speaker:

that, for example, the founder is

Speaker:

doing still all sales

Speaker:

calls and stuff like that.

Speaker:

So this is maybe hard to transfer

Speaker:

or at least an execution

Speaker:

risk for us.

Speaker:

Also if the founder, is like

Speaker:

a micromanager and basically like

Speaker:

involved in all day to day topics,

Speaker:

but it also depends on the deal

Speaker:

structure preferences.

Speaker:

So if this founder.

Speaker:

Wants to leave ASAP,

Speaker:

then it's maybe an issue if this

Speaker:

founder says, hey, I would like to

Speaker:

partner up with you and stay for two

Speaker:

plus years.

Speaker:

Then it's a different thing because

Speaker:

then we can work on a proper

Speaker:

transition and maybe hire a

Speaker:

successor or promote from

Speaker:

within.

Speaker:

Another deal breaker is

Speaker:

technical debt or like

Speaker:

if the code base is a total mess,

Speaker:

so we will always do a tech due and

Speaker:

if this product is

Speaker:

like 10th.

Speaker:

15-20 years old and has

Speaker:

never been updated to most recent

Speaker:

frameworks.

Speaker:

We even had a case where you

Speaker:

struggle to hire developers for the

Speaker:

coding language that was used.

Speaker:

This would also be a deal breaker

Speaker:

for us, a customer concentration.

Speaker:

It's a bit of a double-edged sword

Speaker:

because as a startup,

Speaker:

you're probably happy to sign that

Speaker:

big client and that

Speaker:

maybe makes up half of your revenue.

Speaker:

But if you're entering M&A

Speaker:

conversations, then it becomes an

Speaker:

issue because...

Speaker:

Let's assume you have a

Speaker:

five million business but two

Speaker:

million of that revenue comes from

Speaker:

just one client or maybe three

Speaker:

million comes from top five clients.

Speaker:

That's a risk for us if they churn,

Speaker:

even if they have multi-year

Speaker:

contracts and so we would always

Speaker:

factor in a discount or even

Speaker:

say okay this is too big of a risk

Speaker:

and wouldn't do the

Speaker:

deal.

Speaker:

So if you had to, from your point of

Speaker:

view, lay out what you think would

Speaker:

be the ideal expectations for

Speaker:

operations within that company that

Speaker:

you would want to see or want that

Speaker:

operator to be focused on, can

Speaker:

you give us a broader scope of what

Speaker:

you'd think those areas would be?

Speaker:

The more that is documented and the

Speaker:

more things that are clear to

Speaker:

a buyer, when you look at those

Speaker:

companies more in-depth,

Speaker:

the better it is.

Speaker:

It definitely helps if someone like

Speaker:

a CEO type of person

Speaker:

already prepares everything

Speaker:

and gets stuff together.

Speaker:

In the due diligence, we have a

Speaker:

checklist with 200 items,

Speaker:

all the company data, incorporation

Speaker:

documents, et cetera, like numbers,

Speaker:

vendor contracts.

Speaker:

Open source frameworks used,

Speaker:

et cetera, et cetera, tech stack,

Speaker:

org charts, and all that

Speaker:

stuff. So it would be good for

Speaker:

such a person to already like bring

Speaker:

everything together instead

Speaker:

of waiting for the buyer to request

Speaker:

it. And I mean, there are, you

Speaker:

just need to, to Google it.

Speaker:

There are lots of checklists

Speaker:

publicly available.

Speaker:

Just take one, bring everything

Speaker:

together.

Speaker:

And I means for our target group,

Speaker:

they often don't have it, something

Speaker:

is not applicable on that

Speaker:

checklist.

Speaker:

They need to create it on short

Speaker:

notice.

Speaker:

And we are, I would say, not that

Speaker:

strict. So sometimes we are just

Speaker:

fine with like five sentences

Speaker:

in a Google Doc to explain how

Speaker:

the current situation is.

Speaker:

But if you really aim to

Speaker:

sell to a strategic acquirer, they

Speaker:

may be more strict

Speaker:

about such

Speaker:

Lot of the content, I guess, that

Speaker:

people are looking for is the same

Speaker:

that you need for a fundraise.

Speaker:

And so we've talked about

Speaker:

fundraising in the past and keeping

Speaker:

a data room or

Speaker:

a VDR open all

Speaker:

the time so that it's just easier to

Speaker:

do a fundraiser, easier to do an

Speaker:

acquisition.

Speaker:

So for listeners, I'd recommend if

Speaker:

you have a board, your redacted

Speaker:

board notes go in

Speaker:

already because you can redact it

Speaker:

straight after the meeting and you

Speaker:

don't have to go back and.

Speaker:

Go through all of your minutes and

Speaker:

take things out.

Speaker:

Then your key contracts, both

Speaker:

supplier and customer key contracts.

Speaker:

Key employment contracts,

Speaker:

insurance certificates,

Speaker:

list of the technology that

Speaker:

you use.

Speaker:

If you just keep some of these

Speaker:

documents live and updated

Speaker:

as you grow, it's a lot easier

Speaker:

when the list lands.

Speaker:

Your management accounts every

Speaker:

month and the most recent

Speaker:

version of your model.

Speaker:

And I think that would be at

Speaker:

least enough to get people started

Speaker:

while you gather the rest.

Speaker:

Agrees.

Speaker:

And I mean, you also have to

Speaker:

consider for strategic

Speaker:

acquirers, for example, they may

Speaker:

have like five companies

Speaker:

on their priority list.

Speaker:

They are looking to acquire maybe

Speaker:

even five direct competitors

Speaker:

and they only want to acquire one

Speaker:

and they are talking to all five.

Speaker:

So if you are faster in delivering

Speaker:

and they get

Speaker:

started on yours, they may

Speaker:

deprioritize others.

Speaker:

So speed is sometimes

Speaker:

key here.

Speaker:

And there's the saying time kills

Speaker:

deals and I can confirm

Speaker:

it. So if it takes you weeks

Speaker:

to deliver also for us

Speaker:

as a serial acquirer, as I

Speaker:

said, we want to do a couple of

Speaker:

deals every year.

Speaker:

If it takes six, eight weeks to,

Speaker:

um, deliver just the basic stuff,

Speaker:

we may need to jump on another

Speaker:

opportunity that's coming in and

Speaker:

deprioritize yours.

Speaker:

And then you make it a chance

Speaker:

further down the line if we close

Speaker:

that transaction or, or if it

Speaker:

fell through.

Speaker:

Or you may never get a chance again

Speaker:

because we just moved on and

Speaker:

priorities have changed.

Speaker:

So I'd like to change direction

Speaker:

for a little bit because of my

Speaker:

operations hat on and learn a

Speaker:

bit more about those 50 people

Speaker:

in your business that are running

Speaker:

these other businesses.

Speaker:

Like you have a COO, you have CFO,

Speaker:

do you do all of your legals in

Speaker:

house? Do you do your DD in house,

Speaker:

like what have you created as your

Speaker:

own business to be very efficient

Speaker:

at acquiring others and then running

Speaker:

them afterwards?

Speaker:

Yeah. So we are still a very

Speaker:

small M&A team to start with maybe.

Speaker:

So we have seven people.

Speaker:

We have two juniors mainly

Speaker:

for lead generation then two

Speaker:

more senior people, including me

Speaker:

to do the first discovery calls

Speaker:

and to drive opportunities

Speaker:

into later stages.

Speaker:

Then we have Our head of M&A

Speaker:

and my other colleague who's

Speaker:

associate director, they are

Speaker:

for deal execution.

Speaker:

So if I say, look,

Speaker:

we agreed on high level terms,

Speaker:

they're looking to sell, business

Speaker:

seems to be a fit for us, then

Speaker:

they would take over and structure

Speaker:

the diligence process and

Speaker:

create like an investment

Speaker:

hypothesis.

Speaker:

Then we have one integration person.

Speaker:

So he takes care of all the

Speaker:

integration projects once we are

Speaker:

about to close a new transaction.

Speaker:

Internally, the biggest team is

Speaker:

marketing because that's usually

Speaker:

the under-optimized area I was

Speaker:

talking about earlier.

Speaker:

What I forgot to mention is we also

Speaker:

mainly focus on product-led

Speaker:

growth companies, not so much

Speaker:

enterprise SaaS solutions that

Speaker:

have a longer sales cycle.

Speaker:

We do not necessarily need to

Speaker:

help companies with outbound sales

Speaker:

and scaling the sales but rather

Speaker:

like marketing meaning.

Speaker:

SEO, PPC kind of things.

Speaker:

So this is our biggest team with

Speaker:

almost 20 people.

Speaker:

Then we have a smaller

Speaker:

product team. I think it's around

Speaker:

five to 10 people with designers,

Speaker:

UI designers, and product

Speaker:

experts. And so it's always

Speaker:

about providing sparring.

Speaker:

It's never, hey, we tell you what

Speaker:

features to build, or we

Speaker:

build product for you even.

Speaker:

It is always like, hey you can ask

Speaker:

us anytime.

Speaker:

In the due diligence process, we

Speaker:

would define maybe some small tweaks

Speaker:

we would due to the product.

Speaker:

Improving, for example, the

Speaker:

onboarding process, activation

Speaker:

process, and so on.

Speaker:

But it's never, hey, we take over

Speaker:

for you.

Speaker:

Yeah, with HR, I mean, they are

Speaker:

taking care of all the employment

Speaker:

contracts and all HR related

Speaker:

topics.

Speaker:

We also have in-house recruiters.

Speaker:

So basically, the companies we

Speaker:

acquire just need to provide a job

Speaker:

description, hop on a quick call

Speaker:

with the recruiters, tell them what

Speaker:

they need, and then they will go out

Speaker:

and source great candidates.

Speaker:

What you said, monthly management

Speaker:

accounts, et cetera, is for

Speaker:

our finance team.

Speaker:

So they will take care of that.

Speaker:

Every company gets their monthly

Speaker:

financials prepared.

Speaker:

We have a small AI team.

Speaker:

Again, they are not building AI

Speaker:

features for you, but they can

Speaker:

talk to you and discuss low-hanging

Speaker:

fruits where you can build AI

Speaker:

features rather than maybe just

Speaker:

sprinkling some AI fairy dust

Speaker:

over it.

Speaker:

What?

Speaker:

Just AI fairy dust?

Speaker:

That's the solution to everything,

Speaker:

isn't it?

Speaker:

Yes. So what else do we have?

Speaker:

A small BI team.

Speaker:

So we have a unified dashboard for

Speaker:

all brands. So we can see how the

Speaker:

brands are performing, how the MRR

Speaker:

is growing, what their retention

Speaker:

is. You can even run court analysis.

Speaker:

So it's a bit like a

Speaker:

cockpit where you can see all

Speaker:

numbers from the brands.

Speaker:

And they also help with the

Speaker:

diligence topics.

Speaker:

And so regarding to the second part

Speaker:

of your question, how does the

Speaker:

diligence work? We try to make as

Speaker:

much as possible in-house.

Speaker:

Because what we want to avoid is

Speaker:

hire someone who just does

Speaker:

a checkbox exercise and provides

Speaker:

us with a long report.

Speaker:

We pay for it and

Speaker:

people never look at it again.

Speaker:

So we want to understand the

Speaker:

business ourselves and really dig

Speaker:

deeper.

Speaker:

We have a legal general counsel,

Speaker:

but it's just a fractional general

Speaker:

counsel.

Speaker:

So depending on where we do the

Speaker:

acquisition, it depends a lot on

Speaker:

the geography.

Speaker:

I work together with local people.

Speaker:

I mean, I don't know what your

Speaker:

process is like, but I guess with a

Speaker:

strategic, like, I am in

Speaker:

awe of the lawyers, the hours

Speaker:

they work and how they always stay

Speaker:

so fresh, I didn't know how they do

Speaker:

it. And then they do over and over

Speaker:

again. It's like my idea of hell.

Speaker:

I want to ask another question about

Speaker:

your internal systems.

Speaker:

If that's okay, Brandon, we're

Speaker:

always on the hunt for good

Speaker:

technology. And we're at a point

Speaker:

right now where there's

Speaker:

some new, better improved

Speaker:

things coming out.

Speaker:

And I'm always curious about the

Speaker:

disruptors. So what are you using

Speaker:

back office wise?

Speaker:

For the due diligence process,

Speaker:

I mean, some M&A brokers we work

Speaker:

with sometimes, they are

Speaker:

not happy about it, but we actually

Speaker:

use G-Drive for the due diligence

Speaker:

process and not some

Speaker:

data room software that's even

Speaker:

more secure.

Speaker:

I think data rooms have pretty much

Speaker:

died for the mid-market and smaller

Speaker:

businesses. I think everything's

Speaker:

Google or SharePoint.

Speaker:

And then when it comes to BI

Speaker:

dashboards and reporting, what are

Speaker:

you using there?

Speaker:

Yeah, we are using Metabase

Speaker:

for setting up the dashboards.

Speaker:

I probably get inbound

Speaker:

messages two, three

Speaker:

a month about people trying to

Speaker:

sell me BI tools.

Speaker:

Our BI team opted for Metabases and

Speaker:

it works just great.

Speaker:

A lot of our companies are

Speaker:

on Stripe, so it's

Speaker:

very easy to set up those dashboards

Speaker:

if we make a new acquisition

Speaker:

and they

Speaker:

are quite happy with it.

Speaker:

Do you get to save some money on

Speaker:

your Stripe fees?

Speaker:

Can you actually negotiate on mass

Speaker:

or is it impossible to ever

Speaker:

negotiate with Stripe to get some?

Speaker:

Yes, funnily enough, the

Speaker:

announcement is still to

Speaker:

come, but we negotiated with

Speaker:

Stripe. I think there's now like

Speaker:

a partnership agreement.

Speaker:

So we get.

Speaker:

Better terms than you would get

Speaker:

yourself with your small SaaS

Speaker:

business. So there's some

Speaker:

optimization potential.

Speaker:

I mean, it will not save you like

Speaker:

hundreds of thousands of euros, but

Speaker:

it can become quite expensive.

Speaker:

So I think we've got pretty good

Speaker:

terms and we also tried it for

Speaker:

other businesses.

Speaker:

So because we don't integrate

Speaker:

solutions into each other and

Speaker:

don't do like cross-selling

Speaker:

upselling synergies, at least

Speaker:

not to date, we have

Speaker:

like other synergies that you

Speaker:

wouldn't in the on the website

Speaker:

or somewhere else.

Speaker:

So as an example, Scrape API, our

Speaker:

scraping company is being used by

Speaker:

all of our SEO software

Speaker:

companies, for example.

Speaker:

So we're trying to dogfood a lot of

Speaker:

our solutions internally where it's

Speaker:

possible.

Speaker:

And so we also try to negotiate

Speaker:

because now as a group, you have

Speaker:

more leverage in those kind of

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negotiations, also for hosting.

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So maybe coming back to how you

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describe your organization and your

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role within it, I'm very curious

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because you kind of do more at the

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top of funnel.

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Have you had any kind of just like

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really surprises where down funnel

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when due diligence is happening, you

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really have a great company on the

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hook, so to speak, and things blow

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up right at the very end?

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Yeah, I mean, the good thing, or

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to frame it maybe differently, we

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always try to avoid those

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things to happen because if

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it blows up at the end

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of the process, that means a lot of

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people were getting involved

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and we spend a lot of time on it.

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So we try to do more and

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more very early in the funnel to

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disqualify companies so nobody

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else is getting involved in wasting

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the time with it.

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It's still not possible.

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I mean you will always have those

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cases I would say very early when

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I started my job at SaaS Group, this

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was already four years ago,

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there was a late stage

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discussion with the founders.

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We already identified growth

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levers and how we can support them

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and everything.

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And then the founder at the end

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said, Oh yeah, these are all

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great ideas.

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I will now do them myself.

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He basically bailed

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out and executed on all those topics

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we discussed himself.

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I don't know if it worked out.

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He then ultimately sold to

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another company.

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We also had one case,

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the founder was hesitant to sign a

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non-compete and then very late in

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the process,

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we learned that he already set up a

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new entity and was basically...

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In the process of building a direct

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competitor, which was more modern

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than the business he was about to

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sell to us.

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And in this case, we walked away.

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We had a MarTech business where we

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learned that most of the customers

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are gun shops and

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betting platforms.

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Also, we couldn't get comfortable

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with, unfortunately.

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So yeah, very funny stories

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sometimes, but it also works

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the other way around.

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So sometimes you think, ah, this

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is not an ideal fit.

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And the more you learn, the more,

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you think okay, this is a really

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good fit.

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So yeah. But these are some, some

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interesting businesses,

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but again, we have

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still a pretty high conversion rate

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from like, we signed

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an LOI to we close the

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deal. We also want to maintain a

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very good reputation in the market,

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not just inflationary.

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Sign some LOIs and then figure out

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how the business looks like

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afterwards.

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So there's a lot of stuff happening

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pre-LOI already.

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So has that a trend

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that's also happened in

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exits as that's happened in

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fundraising? Like when I first

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started being involved in

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fundraising, I don't know, 10,

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12 years ago,

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you would get the LOI fairly

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early and then all

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the DD happened afterwards.

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And now there's

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a huge amount of DD that happens

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pre LOI and it's not called DD, but

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like it's a lot of the stuff that

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happened post.

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And so then from LOI to close,

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it really is mostly just like deep

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financials, deep tech and

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the legals. And so it's much

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shorter.

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Is that the same that's happening

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for exits?

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Yes, in our case,

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it is like that.

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So we do a lot of stuff

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pre-LOI to really

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know, okay, LOI means

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handshake and there's like

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a 95% of

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deal closing ultimately.

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So we call it pre-LOIDD and

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what happens post-LOIs is mostly

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confirmatory.

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So how we usually go about

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it is we analyze

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high level stuff in the M&A team.

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We build an investment case, so we

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have different kinds of cases we

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evaluate, and this defines what's

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going to happen in the subsequent

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steps. So what are we going to

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prove?

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What is the data we are requesting

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first?

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And what are the boxes we

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need to check to move forward

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with an LOI?

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So to mention a few, so, we have, I

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think, four categories.

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One is growth continuation, so a

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business that's looking pretty

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decent, good retention, good growth

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rates, sustainable.

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Where we say, okay, we could also

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just be hands-off and

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it will not tank tomorrow.

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But we still see maybe small

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improvements and tweaks we can make.

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Then there's growth redesign where

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we say okay, with our

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help, we can probably bring this

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business in a better shape.

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So increase growth rates because

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their marketing is maybe inefficient

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or they're not doing the right

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marketing and we see some

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opportunities. With Growth Redesign,

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we would also evaluate what are the

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concrete growth levers.

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And what's the execution risk for

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those growth levels?

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So, for example,

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internationalization, price

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increases, improved marketing,

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and so on. And then we have profit

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continuation.

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That's like what the name already

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says, a company has

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higher profit margins,

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low to no growth, but pretty

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high retention for a PLG SaaS

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business.

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The last one is restructuring,

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how we call it.

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So that's, for example,

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a failed VC case that comes to us.

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Has 10, 15 million

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maybe liquidation preferences,

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hasn't come that far.

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So also just like maybe two, three,

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five million AR in

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a very inefficient way in our

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opinion, but we see potential

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to put it on sustainable feed and

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go from there.

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And then it requires a bit more

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involvement from our side.

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That means we probably need to

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let go people.

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We need to cut costs, maybe close

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down the office, switch

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hosting provider.

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Cut down sales and marketing spend

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and so on. So this is higher

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risk, high execution risk,

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more involvement, and we really need

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to be confident that we can turn it

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around because otherwise we would

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just pass on it.

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And does that mean that you have

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different valuations based

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on the different hypotheses?

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Yes, correct.

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And then maybe a smaller,

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fifth one would be an add-on

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acquisition.

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So if we have an existing company

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that's doing well and

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it could make sense to run an

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add on acquisition strategy, then we

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would maybe also look at acquiring

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smaller targets, maybe

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just have a few hundred KAR

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or so, if it makes sense.

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And this would...

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Maybe deviate from our model,

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keeping brand name and everything

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intact, this would more be like,

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okay, we merged it with one of our

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existing brands.

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So can you give like just a bit of a

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range for the failed VC model in

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terms of the multiple that you would

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provide? So let's just assume

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standard stuff, which is like almost

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profitable.

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They're going at, let's say, I don't

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know, like 30% year-on-year, they've

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got five million pounds revenue.

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What do you make of that?

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Yeah. So I would say those

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smaller SaaS transactions in

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general, like not only the failed VC

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cases, but those

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deals are usually between one

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and five X revenue.

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Unless you have like top-notch

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KPIs, everything is well documented,

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the business is in the best shape

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ever, and it's a slightly strategic

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acquisition maybe, it's

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just hard to get like beyond five

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and for a restructured deal,

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I think you wouldn't get

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more than maybe 1.5X.

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So if it's like a really bad shape,

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very inefficient and

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someone really needs to invest time

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and money to bring this

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back on a good growth path,

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that's sustainable.

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Oh, the market has changed.

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Remember those heady days of 2021.

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Versus now, wait, I mean, those kind

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of sound like a lot of the multiples

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here on the market.

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If you're lucky, you can maybe get a

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2x, but it's definitely not 5.

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Unless you're like a super fast

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growing true AI company, but then

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those aren't the ones that you're

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acquiring at the moment, but those

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are where you see some of those

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multiples now.

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If our listeners can only take

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one thing away,

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what is it?

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So before you're entering exit

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conversations, bring your

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business in order,

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come prepared,

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and know what you want.

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If it's a mess and prepare

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the data, we talked about it,

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prepare the stuff, maybe even keep

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like a data room up to date every

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month, every quarter, whatever.

Speaker:

And yeah, know what do you want?

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Because if sellers or startups

Speaker:

are talking to and they say like,

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yeah, we don't really know what we

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want. Just offer something and

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then we can go from there.

Speaker:

That's not something that's super

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helpful. So if you know, okay, I'm

Speaker:

looking for a partner for the next

Speaker:

growth phase and we know we are weak

Speaker:

in those areas and we need someone

Speaker:

to help us in these regards, that's

Speaker:

much better.

Speaker:

Also, if you say, hey,

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I am not exiting below 5X revenue,

Speaker:

that also makes it much easier

Speaker:

for us to evaluate against

Speaker:

it.

Speaker:

So yeah, in regards to deal

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preferences and price expectations,

Speaker:

it's super helpful because it's.

Speaker:

Just helps both sides save some time

Speaker:

if it's not a fit.

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Perfect. All right. It is time to

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wrap for the operations room.

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Thank you, Dirk, for joining us as a

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guest and we will see you next week.

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About the Podcast

The Operations Room: A Podcast for COO’s
We are the COO coaches to help you successfully scale in this new world where efficiency is as important as growth. Remember when valuations were 3-10x ARR and money wasn’t free? We do. Each week we share our experiences and bring in scale up experts and operational leaders to help you navigate both the burning operational issues and the larger existential challenges. Beth Ayers is the former COO of Peak AI, NewVoiceMedia and Codilty and has helped raise over $200m from top funds - Softbank, Bessemer, TCV, MCC, Notion and Oxx. Brandon Mensinga is the former COO of Signal AI and Trint.

About your host

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Brandon Mensinga