RnE037 - Holli Moeini

Why Most Business Owners Get Bad Exit De What really happens when you sell a company? In this episode of the Raise and Exit Podcast, we sit down with Holli Moeini to unpack the realities behind EBITDA, deal structures, private equity, working capital, earn-outs, and the hidden “missing millions” that founders often overlook during an exit. This isn’t the polished version of M&A you usually hear online. It’s the real conversation: 

👉 why EBITDA can mislead both buyers and sellers how poor deal structure destroys value 

👉 why most founders are emotionally unprepared to sell 

👉 how integration and change management can quietly impair value after closing 

👉 and why selling a business is far more human than financial.

 From private equity roll-ups to earn-out traps, tax surprises, due diligence fatigue, and the emotional weight of exiting a company you built from scratch — this episode dives into the parts of M&A that almost nobody talks about. One of the biggest takeaways: “You are not in the business of selling your company.” 

If you’re a founder, operator, investor, or advisor thinking about raising capital, buying a company, or preparing for an eventual exit, this conversation is packed with insights that can save years of mistakes — and potentially millions of dollars. Topi s covered: 

• EBITDA myths and misconceptions 
• Working capital risks 
•  Earn-outs and performance clauses 
• Private equity acquisition strategies 
•  Financial storytelling in M&A 
• Due diligence mistakes 
• Seller psychology and emotions during exits 
• Human-centered integration after acquisitions 
• Why preparation years before an exit matters. 
• Featuring: 📘 Missing Millions author Holli Moeini

Transcript

SPEAKER_02 0:00

Four months after we closed, their private equity accounts came in and changed the whole bad debt provision and started accelerating write-offs. And my seller was like, oh my gosh. And I said, no, no, you're covered. And he says, I could have lost millions of dollars at the end. I wouldn't even have known. Like, he wouldn't even have known. And I said, just go back to them and make sure that they know that we're going back to the agreement and we support the accountants changing the policy, but that we actually don't think that has anything to do with it or not. Yeah.

SPEAKER_00 0:35

This conversation has been going on for 10 minutes and we realized that we did not press record. Welcome to the latest episode of the Raise and Exit Podcast, where Holly and I are gonna have to go time travel back in time for what we talked about for about 10 minutes and probably say it in a much worse but more hilarious manner. Welcome to going and finding out what you need to know to go and raise your money, exit your business, buy a business, invest into a business, and learn things that you probably didn't know you needed six years ago or don't need for another six months or six years. On that note, Holly Moani, welcome to the Raise and Exit Podcast. I'm excited to have you here. Why do I know this? Because I didn't press record 10 minutes ago.

SPEAKER_02 1:12

I'm so happy to be here. Thank you so much for having me. And I'm excited about this conversation. Who knows where it's gonna go, but it's gonna go somewhere good.

SPEAKER_00 1:21

I can already tell by the fact that we're completely off script and didn't press the record button how how well we're going and doing. And I think a lot of it has to do with the fact that we both have very, very good war stories when it comes to people misunderstanding EBITDA. And you know what my favorite thing around EBITDA is when you go and say, What is EBITDA? What does the E stand for and the B stand for, etc. etc.? And then they kind of look at you dumbfounded and they want to go and like sneak away to their calculator and search up on Google. So, Holly, please just tell us a little bit, because you're also the author of Missing Millions. Yes. I've gone and taken a look at a lot of what you've kind of covered, not just you know what you're gonna be covering with us today, but also in what you've gone and shared in other podcast series, interviews, et cetera, which and this is my bias speaking, which is EBITDA isn't all that it's cracked up to be. And maybe that's a very bad paraphrasing of what you've been professionally doing for a while. But can you just share a little bit more about why you are giving that caution? And a quick rewind again. Give us a little more about your background, your professional origins, and how you kind of got to elevating this discourse for a lot of smaller and growing companies.

SPEAKER_02 2:24

Okay, all right, I'm I'm diving in. So I can't get over the definition still of EBITDAs. My background, I've been a CPA for over 35 years. And as a CPA in the CPA world, I did not really focus on EBITDA. So if you think your CPA can maximize your value, you're probably looking in the wrong place. You need a person who actually understands how to maximize value. So I didn't learn it as a CPA. And then I went off growing and scaling companies, and part of our growth strategy was acquisitions. And so it's hard to grow. You and I were just talking about growing 14% as average, right? If you're private equity, you want 30% growth. Well, how do you get that? It's very hard to do that. And so we did it through acquisitions. So I'd come to the table and learn from soup to nuts how to get through acquisitions and debrief the war stories. And then I had an investment banker on the board that helped me as well learn the ins and outs of it. And so getting to your so I can't wait to dive into EBITDA. So I think in terms of EBITDA as one part of where you miss your millions. It's one part of it. So I and and I've talked about this before, but not with you. I think that money moves through a transaction, and there are like five pivot points. I call them the MA crime scenes, where money goes missing and you don't even know it. And we can talk about some of that. And I told my sellers that and I work both on the buy side and the sell side. I it does not matter for me. I'm Astra CFO, so I'm not a broker dealer. I don't do any of that, but I definitely want to maximize your value and save you your millions. And so the financial story is the first place. So I think your financial statements tell a story. So when a buyer is looking at you, or you are a buyer looking at a seller, you got to go three years back and see what the story is. And I don't know about you, but I can't tell you how many times I'd go in and you're meeting the CEO and they're telling you a story about their growth and their business, and then you get their financial statements. It's not the same story at all. And so you lose trust. And losing trust as a buyer means you're multiple, your value is going down. If trust is going down, you know, and that means risk is going up. And so your EVIT is something that you not only need to know how to define it, you need to know how to maximize it for a seller. And then we have new buyers. So let's just rewind, look at who's in the marketplace right now. We have six trillion dollars in private equity. We have family offices, we have so much money flooding the system. And you have basically sellers, only 20 to 30 percent of the sellers are actually selling. So you've got a lot of demand. So you've got new buyers entering the market that are wanting to do a buy and build. So they're wanting to gobble up some accounting firms, let's say, and and then build them up and get that arbitrage and sell it to the private equity at that level.

SPEAKER_00 5:21

The magic word has been said. Let's just call a spade a spade. The whole even up is arbitrage from four to six X multiples to eight to twelve X multiples, to we're gonna go public as a conglomerate at 20 times multiples, and you all you gotta do is just take a piece of the shares and we'll take you to the next level.

SPEAKER_02 5:44

Right. Okay, right. And so you've got buyers, I have a lot of young buyers coming in the marketplace and they get that marketing sim, and they think, okay, well, that's the EBITDA, I'm gonna write my LOI on that. And then we're gonna rush to a deal because I'm so excited I finally found somebody after I've looked at so many people, right? So they're rushing. A private equity sophisticated buyers do not rush to an LOI. LOI establishes it's a non-binding kind of commitment dating contract. And so trust starts happening then. So if you're if you need to start retrading things later because your EBITDA is wrong, all of that. Anyway, it it becomes a so the financial story, the EBITDA, buyers are not recalculating, sellers don't know how to calculate it to maximize it. It doesn't tell the same story that they're speaking, they don't know their numbers, they fall apart in diligence, which I'm sure you you know all about that. So that's the part of EBITDA, and it's only one place where millions go missing. And so if you think it's all in your financial statements, think again because value is created in so many other areas and other boring areas like working capital, you can lose millions in working capital if you don't negotiate that right.

SPEAKER_00 6:53

I think you've kind of nailed it. And what I like about where we're going with this is the whole EBITDA conversation, it's a trap for both sides, right? I don't run my business off of EBITDA. Why? Because EBITDA does nothing for my cash flow. What I run my business off of cash flow, which is very, very different. And why do I know this? Because the taxman cometh and they take my cash flow. Okay? So, and then when I go and take a look at it, like the origins of EBITDA, and I think a lot of people have lost this. Like you and I, I think are unfortunately on that side of the ledger that we know what when EBITDA was an engineered metric in the 80s and 90s. That's right. And and it didn't exist, and it was there to actually deal with tax arbitrage across jurisdictions.

SPEAKER_01 7:34

Yes.

SPEAKER_00 7:34

Right? So we wanted to go and say, hey, how much does this business make if I didn't account for different depreciation rates, different amortization rates, or different tax rates that were going and affecting it? And if it was a going concern, oh my gosh, business terminology. If it was a going concern in different jurisdictions, and if I went and shifted my jurisdictions, I expanded to a new market, what can I reasonably expect? As kind of call it the pre-cash flow. That's right. But that is in our control. And that's what I think people forget is that EBITDA is cash flow before somebody else says some of this is mine. And that's what I think has been lost. And I think to your point, around people are going, there's a generation of buyers that are out there that never understood why EBITDA became a measure of valuation in the first place. So now they're just going and saying, Well, I'm I'm doing it in a multiple of EBITDA. I'm like, why? Why are you doing it in multiple of EBITDA? Well, they're like, Well, here's my EBITDA tables. I'm like, why did those tables come up? And nobody's asking those questions, and it's killing me because then they wonder why their deal doesn't work out. And I'm like, did you ever do actual due diligence on the business? Or did you do due diligence on the metrics?

SPEAKER_02 8:41

Well, even the due diligence on the metrics are sh are there's a shortcoming there. So let me explain this part. So you're right that my buyers come and they look at the EBITDA, they want to put a multiple, they want to get them in, so they want to add a little premium. Then they don't figure out whether they can afford it because EBITDA, you still have to pay your interest and your principal payments. Right. And then here's the other problem, and I hate to say the W word twice, but working capital comes in, they don't get enough working capital, then they have no cash after closing to pay payroll, they don't have any, then they that coverage ratio is too tight and they don't have any oopsie room, and nobody's calculating this. I'm like, before you get an LOI, you better calculate all of that and make sure it makes sense.

SPEAKER_00 9:25

You've nailed things so well because like you you mentioned about the fact that we got PE and family office, there's trillions of dollars of cash that is floating around. But I I think what is another piece that's I'm gonna switch now to kind of like the seller side on this, right? Which is look, you're probably gonna be stuck inside the business. You you can't just you know give the keys and walk away. So you're gonna be inside the business, and you gotta go and understand how much of that business performance is subject to the covenants of your new owners that might determine your own equity kicker that is there or performance quicker because that working capital ratio is there. Why are we looking at EBITDA? Because they're trying to game how much debt they can go and raise in the name of the business that you just owned, and you have a performance clause as the seller that is now subject to less working capital that you might not have had yourself. And I think that's what you're talking about. The missing millions is that, hey, I went and ran a company unencumbered where I didn't care about EBITDA. I ran I cared about cash flow. It became valuable in the eyes of the buyer. Buyer comes in, boom, sticks millions or tens of millions or hundreds of millions of debt onto it. All of a sudden, that business cannot be run the same way because what you got to make sure is that you got to meet your debt covenants and no longer your growth covenants. And actually, I think that's the gap that I think is there is that how you get bought is a determinant also of the valuation of your business that is frequently not considered until you're way too close to the letter of offer. You've burned so many cycles trying to get the deal through, and you might be willing to go and take what is ultimately a bad deal six, 18, 36 months out because of that. So that's kind of like my guidance on working with sellers is that you got to be aware of how are you going to get bought, not just what price you're gonna get bought at. So that's that's kind of my take. What do you see from your experience?

SPEAKER_02 11:06

I see similar, similar situations. So right now, the trend, you're right, the trend is they want you to roll some of your equity and stay in the business and grow it. And then sellers. You better think about that ahead of time, too, by the way. I've had I've had a deal fall through because they couldn't get the deal done because of so much taxes, and they didn't realize they needed a stock deal and not an asset deal, but that's a whole nother story. You you just you need to get a professional to help you. As a seller, when you're looking at a deal, and I see millions go missing in deal structure. Deal structure is part of where it can go south, and that includes working capital, which we talked about, but it also includes this thing called the earnout or the performance, which is kind of what you're talking about, these performance measures. So you're coming, you're not running the business anymore. Typically, somebody else comes in with you running it, and you might not control the whole entire process. So I like earnouts. I'm probably probably gonna get bad comments, but I love earnouts as long as they adhere to certain attributes. I think an earnout has to be clear, it has to be, there has to be control and cadence. So, what do I mean by that? I'll do clarity last. Control means whatever you're being measured on, you better have control over delivering that. If you've got a bunch of purchase price sitting in there, that that is gonna be a problem. And then cadence, you need to not wait for a year to figure out whether you made that metric. You better be mad looking at that monthly. Let's go back to clarity. So, what I see in a lot of earnouts, and people don't think about this, and your MA tax attorney, get a good one. One that actually is an MA, but they're not looking out for this either. So I'll give you an example. I had one seller, which it was an eight-figure exit, and you had 20% of the purchase price in an earnout. That's a big sum of money. And I like it because it bridges the gap between what the seller wants and what the buyer is willing to give. And it's on, they're gonna be paying off on some performance metrics. So I'm I'm okay with all of that. So they said to him, Well, it's based on net revenue. And I'm like, Okay, well, what is net revenue? And and they said, net revenue is it right. And I'm like, okay, what is it? I go in the legal document, net revenue is net of bad debts. And I'm like, well, how do you what's bad debt? And um, I go in and says, Well, historical, generally accepted accounting principles, you know the legal language around this. And I said, Well, I know that that's just gray matter. That is not black or white, that means anything. I went to town with the the attorney rewriting the whole thing, like, if we're still trying calling, you can't it's not a bad debt. I mean, yeah, and the seller said to me, literally, he said to me, he says, Is this really necessary? I said, Oh, yes, it is. It is, it is. We need to make it very clear. So that clarity, I say, put it in terms of language you understand. If you don't understand gap, gap shouldn't be in there. Because gap, if you know gap, it's gray. So four months, Edgar, four months after we closed, their private equity accountants came in and changed the whole bad debt provision and started accelerating write-offs. And my seller was like, Oh my gosh. And I said, No, no, you're covered. And he says, I could have lost millions of dollars at the end. I wouldn't even have known, like he wouldn't even have known. And I said, just go back to them and make sure that they know that you're you're we're going back to the agreement and we support the accountants changing the policy, but that we actually don't think that has anything to do with our earnout. Yeah.

SPEAKER_00 14:21

I think, I think what you're pointing to, and this is something I don't think I've ever kind of coalesced into this one kind of lens, but it's all clicking with listening to you right now. I think a lot of business owners, whether they're venture backed, whether they're family-owned, whether they're bank loan, credit card started, whatever the hell it is. Your exit is a five-year process. Yes, it is. And you hear you hear all these stories of people got sold and like the deal closed in like four and a half months. I'm like, that is the worst example that you can go and have. It's just like going and thinking that, like, oh my gosh, you know, I'm gonna go and be married to some supermodel or some like famous actors, like, oh, and then you wake up in the morning and you're like, oh, whoops, okay. So like there's like there, there's those like imaginary or extremely rare circumstances that are like that, but the rest of the time it is much closer to the reality. And what there is to go and do is to go and see that look, there's the two years before the deal happens where you gotta go and get your you have to get the number one thing you need to do is you need to understand what the hell you're about to go through. The amount of times I've gone and worked with sellers or people raising for the first time professionally as to wow, like this is what it looks like. I've seen deals die because the business stall going through the deal cycle, and the buyer goes and says, You're not hitting your growth covenants during the cycle. It's like you're having us running around doing bullshit due diligence. Diligence. Yes, exactly.

SPEAKER_02 15:43

Well, you're there's always a dip in performance when you're under negotiating a hundred percent. Because you're not in the business of selling your company. Exactly. And after you get sold, in fact, my seller, one of my sellers called me, is everything that you said would happen, happened. I'm like, what? Tell me, I love being right, tell me. And he's like, after we closed, like you after we closed, everybody came in. Like my salespeople are having to learn new systems and like they're pushing down costs, and and I'm like, Yeah, okay, there's a disruption after, even after so that first year earnout, you better be really careful with that because that depression from day one, and when I bought two, uh same thing happened to me. And this is not this is just a normal process, so you're a hundred percent right, yeah. Yeah, yeah.

SPEAKER_00 16:27

So that's just getting to the deal. So then you go and sign the deal, and some funds are being released from the escrow, and you're like, oh, I'm done. And you're like, no, hold on a second. Like, unless you get a clean sweep and an exit, yeah, right. You have earnout to go and deal with. You might have funds held in escrow against that working capital adjustment that you went through. I've seen working capital adjustments be one year and one day because of contract lengths or commitments or you know, deferred revenue recognition, whatever it may be. But there's so many different things. As you said, gap is very great. But the other element that is there is that even if you are able to just go and sell, one of the things that I've gone and seen and speaking with a lot of folks that are in the post-transaction wealth space is you also got to figure what the heck your life looks like. And I think a lot of people don't realize that. Yeah, yeah, it's a big wealth event that is there.

SPEAKER_02 17:16

It's a big wealth event. It's very hard to find great wealth strategic advisors. So I'm gonna say that too. And then there's the emotion chapter.

SPEAKER_00 17:24

I'll recommend somebody to you often.

SPEAKER_02 17:25

Okay, that sounds good. Thank you very much. So there I I I put it's so funny when I wrote my book, I put the emotion chapter at the end, and my publisher goes, put that in the beginning.

SPEAKER_00 17:34

Nobody talks about it. I was about to go and say like that is where I'm glad that that was not where it ended up. Because looking at where your book, because that's it's the probably one of the most emotional things that you have outside of like marriaging kids and the death of like immediate family members.

SPEAKER_02 17:48

Uh no, no question about it. You're selling your baby, and I just want to go back to something that you said before about the sellers. So there's so many sellers that actually don't go out and get a valuation. So somebody like yourself that puts forth a valuation and then tells you how to improve it years before is something that is really a leveraged tool that sellers can think about getting. Most sellers I see do not do any of that. They just somebody called them and they want to sell. And and half of those, more than half, are probably not even decent phone calls, but you got to prepare for, or you're giving away you're giving away money. And you gotta know who who's buying you. You know, you are interviewing them just as much as they are interviewing you. And and so I I I love it. This is dating 101. Okay.

SPEAKER_00 18:32

So I'm gonna, I'm gonna add something. I'm a I'm a I'm a big sports fan, but also like the business of sports as much as I am on the watching side. And one of the things that I find is so fascinating is when players renew and they'll take like max term contracts, and like the whole pundit community goes and says, Oh my god, like why like they could have gone to free agency and gotten like millions more per year. And you know what it is? They didn't want the emotion, they didn't want to move the family, they didn't want to go like they might be attached to their fellow players that is there. Like, there's so many different things that are there, and you know what? The only difference that is there between this and the NFL and the NBA and the NHL, we don't have a punditry for the private equity or the private transactions that is out there because that stuff remains pretty private. But it goes to that point that I think is there that enough people are not going and taking a look at what is the transaction that you want to go and have, and then do you go for a competitive bid, etc.? And I think these are the types of conversations that are not being had in the marketplace by anybody until it is frequently too late. And it kind of goes to the theme of our podcast series, which is there, it's like it's months or years before you need it, so that it's just there as that hook for you to go and realize hey, maybe this is why I gotta go and consider for my deal and how I look at it. I want to bring something back to we kind of had this earlier in the conversation before I pressed record. Um but one of the elements that I want to kind of go and take a look at as you talk about the role of Ebita, the role of the missing millions, uh, is in a lot of these deals, there's a mental model that sellers have around how much they're worth. Can you unpack from your experience, whether it's when you were as a CPA or through the deal side of your career, how you help them translate what is fiction from reality?

SPEAKER_02 20:21

I love that. So I'll just tell you when when I was working as a CPA, and that was, I mean, that's 30 some years ago. Um, but I spent nine years doing it. I didn't know how to value anything. So just let's be clear. I knew nothing back then. No, since then, it's interesting because as a buyer, and I was a frequent buyer, that was one of my roles was to convince them that they're it's they're never gonna get that. It's fiction. And so now it's I feel like it's easier. And I'm gonna tell you why. I think that because the market is so robust and there are a lot of statistics out there, so you've got whatever those, what are the um the deal max or whatever those those ones that you can figure out what the multiples are, and then you look at averages, and I actually think that that you unpack it with facts, like it's emotional. Like again, so I think the emotions like where millions go missing, emotions are in every corner of that. And so we emotionally want five million, but you know, your your numbers only support two million, and so so sitting down with the facts of multiples, and again, most people are trading at multiples of EBITDA. So you've got a range that you'd be trading at. And so you sit there and tell them, well, here's the range for if it's just EBITDA and all the eggs are in your basket, and you you you don't have systems, processes, procedures in place, like you're just a lifestyle business, you're not gonna garner the same. Go ahead and you jump into the phone.

SPEAKER_00 21:45

No, you you you nailed something that I think is I look at it as the spread between top of market and the average.

SPEAKER_02 21:51

There you go. Yep.

SPEAKER_00 21:52

And a lot of people they they get a really, really bad idea because they go and see like a lot of work in the cyberspace and the There was that huge acquisition by Google that was just like not even an old company, bought for tens of billions of dollars. And then all of a sudden everybody's like, oh my gosh, we're worth so much. We were working with a company a number of years ago, private equity owned. One of their competitors gets bought for four times their IPO price. And they're like, Oh, we're worth four times more. So they go to market less than two years into the ownership, trying to sell it. And we're like, hold on a second. This is not, this is not real estate where your neighbor just sold for 20% more.

SPEAKER_02 22:26

Exactly.

SPEAKER_00 22:27

You see where I'm going with this?

SPEAKER_02 22:28

I I do, I do. And the the problem, and I I actually run into this with buyers. I ran into this the other day. So they think they're gonna sell like their neighbor, okay, down the street. And then what happens is you gotta write a check for 50,000 for some investment bank or somebody to come in, and then it's a huge distraction. So then your numbers tank. And so, like, so it becomes this leadership distraction instead of going and getting a valuation. And I don't do valuations, I mean I can tell you basically what you're worth, but like I don't do that for a living at all. And I'm I don't have any certifications in that, so I don't purport to do that. But getting a valuation and figuring out what do you need to tool before you get out there is the smartest move. I mean, if you think about the people that want to sell, only 20 to 30 percent of those people sell. What's happening to everybody else? There's plenty of buyers, okay. Right?

SPEAKER_00 23:17

It is so good that you go and say, What's there? And I like I as I as we've already shared with each other, this is gonna be so off script. I do a lot of work in B2B with my team and B2B sales, no CFO ever tells you the revenue that didn't happen, no sales revenue never tells you the deals that didn't close. So there's this there's this fiction that is there around outcomes that is there because we're referring to the wrong data. So a lot of the things that we're going and doing, whether it's the market intelligence work, whether it's a strategic evaluation work, we're really helping our clients understand what is the discrepancy between what can happen versus what can happen to you.

SPEAKER_01 23:53

Right.

SPEAKER_00 23:54

And I'd be curious to kind of get a sense from you on what is something that you are consistently seeing people are doing either out of ignorance, greed, or wishfulness, that you're like, hey, the earlier you kind of get this stopped, the better off you'll be. And then my other question would be is what is something that has been that competitive advantage in these situations where EBITDA and missing millions are there? Is it is it education? Is it is it preparation? So, like what what would you kind of you say to those two points to wrap up our podcast today?

SPEAKER_02 24:28

Okay, so I'm gonna go to one of those areas that is very rarely looked at in our SMB market, and that is somebody calls and you send them cash basis financial statements and then just hope for a nice value because you have a value in your head. You know how much you want, but you're not telling me you're just gonna wait. Or worse, give a tax return. And so, what a lot of our sellers are making a mistake about is that big companies have two sets of books. I'm astounded that our our market doesn't understand this. One is to reduce your taxes, which we should always keep that. And two is for you to run the business and for you to really be able to utilize that tool to sell your business if you want to sell it. But I digress. So, one of the things is if you are on cash basis financial statements and you're growing, you will get the worst value. You need to be on accrual basis. So, what our sophisticated buyers do is they wield this magic accounting wand. It's called the magic of proper accounting. And the day after closing, you don't know you lost millions, but they just gained millions because they actually fixed your accounting. And so they will they know that they're not gonna tell you, let's fix your accounting so I can pay you more. It doesn't happen. And so we're and then then the resources, you don't get a CFO with years of experience at your fingertips. You have your bookkeeper, maybe a controller or something, and you don't have anybody to help you and you don't reach out. And so that is one of the biggest areas I see as something that people don't talk about on the sell side. And what can happen for them is they have to prepare. I think, Edgar, I think everybody should prepare to exit because we all know you're gonna exit sometime. We just don't know when. So if you prepare to exit meetings, I'm gonna have great financial statements, they're cool based. That means you're actually gonna make better decisions. So you're gonna be creating more value for you, even if you're keeping it or handing it down to your kids or whatever you plan on doing with it, you're creating more value. So I always think you should be ready to exit. So it's preparedness that I think is the reason why we have so many sellers going out to the marketplace and not getting their wish.

SPEAKER_00 26:40

I think that is bang on. I am so thankful to have had you on the show. I would really encourage people that are watching this episode, circulate it to folks that you know. I go back to one of the things which I did not expect to be a tagline of the show, but it's starting to emerge. You are not in the business of selling your company. Find the team that can help you do that. And um, Holly, thank you for joining us on our latest episode of the Raisin Ice Podcast.

SPEAKER_02 27:06

Beautiful summary. Thank you so much for having me. It's been a pleasure. Thank you for what you do.

SPEAKER_00 27:10

I I do want to kind of highlight something that really kind of stood out for me that was in here, because it actually had to do with your transition and your career, right? Because you go and you started as a CPA, you got trained, you went through all that cycle. And as you said, when you went to the deal side, there's this whole new learning that you had to do. It's almost like you have to stop being a CPA, not discredit your work, but stop having that mental model of how CPAs have to do. Because it had to do with you know, the CPA is not there to help you do the deal, they're there to help you understand taxes, operational practices, financial governance.

SPEAKER_01 27:47

Yes.

SPEAKER_00 27:48

And I think that there's this weird conflation that it's all in the world of finance and accounting. And it just kind of really resonated for me when you went and talked about that transition. So that was a big takeaway I had from what you shared today.

SPEAKER_02 28:00

Thank you, thank you. And I'd like to just say a little bit more about that because um I, you know, my career was really built on like get it done, get it done fast, like be perfect, like you know, all this stuff. And so when I got into the deal process, which is the farthest thing from perfect, okay, you cannot cook up a perfect spreadsheet, right? And I would have, I can't tell you, I would have, I remember this one deal where I had been working on him for a year and a half. Now that is a long time, okay. And his wife was in his ear, and we had nailed everything down, and we were at the closing table. Again, we had been looking forward to this for a year and a half. And he starts deal trading. And I was so mad, I got angry and I was like, oh, we finally got it done. We wrestled it to close. But what I can what I want to take away from this is that it was emotions, it was grief, it was things coming in. So I think as I got older and wiser, things were less about numbers, less about perfection, and more about navigating humans in a time of high stress and and coming back to that every time instead of meeting them with anger, meet them with compassion. And so those are the things that I learned because I was one of those people that's like, get it done, get it done, perform. And I learned, like, you know, this is a human business. And what I see with my buyers is they don't know how to read the you kind of alluded to this in the podcast. They don't know how to read the red flags. And oftentimes the red flags are in emotions and how the other seller is showing up and throwing risk in. And they're like, well, is this just business noise or is it something worse? So there's a lot here.

SPEAKER_00 29:48

You just went and raised something that I've thought of for decades, but it just the words just popped into my mouth right now. I think that there's a lot of buyers who don't realize how they risk their own acquisition by how they want to go and run and govern it after the fact. You know, you went and said something interesting about like people having to learn new systems or go and change their processes. And I don't think that the impairment of change management of human reality is so different than it is on paper of oh, we're gonna save $87,000 a year by going and executing this little piece right now. No.

SPEAKER_02 30:28

I love that. Okay, I love how you said that the impairment of value. Okay, I I love that. I love the way you put things because that's exactly right. So I would call I'm a corporate girl from way back, right? And I would call that change management. And so we didn't talk about this in in um in our in the show, but one of the places where money goes missing, millions go missing, to go back on my theme of my book, is in integration, because everybody thinks it's just going to be easy for humans to change, and people aren't gonna walk out the door until we have a hundred percent robots that may still throw tomatoes at you. Who knows? Okay, we have no idea at this stage, right? It's they could get mad at you too at this stage. And so, you know, I've I've had Claude tell me to, you know, stand down before. I mean, you know, it's it's happening, it's really happening. And we we fought, okay, me and Claude and all the other ones uh that you use because you you you you use them. Uh but yeah, I mean, integration is one of those things, and so we don't understand the level of effort for change management for on the human side, and we impair value. That was a beautiful way of saying that. And so one of the things, and we don't understand, like my buyers always have to go show up and do a presentation and tell people how important they are and listen to them. I mean, we've got a whole plan, but if you start integration at the end, you've already lost value, period.

SPEAKER_00 32:00

It's you know, you you go and we're in this very weird age today. The AI age. I think there's a greater mercenary culture in a lot of mid to large size organization from a leadership point of view. And I think we are not giving enough consideration for the human factor. I think we've become we've made MA acquisitions selling so abstracted. I think we go and hear all these stories and like look, when when's when's when's the last time somebody went and had like a 137-day in a row podcast of this is what it actually was like for me to sell my company, you know, day in, day out. I wake up at 2:30 in the morning with cold sweats. You know, did I go and actually fill out that document for my lawyer the way that I was supposed to? And I think that's the part that's not considered is that we lose so much of what the actual detail is, and the detail actually is the human condition. And that's that's something that I think is is is just lost in the world. And if I could kind of put that back in, and look, I love technology, I love inventing things with technology, but as a human augmentation layer, and then people sometimes you know, I've gone and had conversations like, oh, well, why are you making this thing technologically better? And it's like, aren't you gonna go and take jobs away from people? Like, no, I'm trying to take away the boring stuff from people, right?

SPEAKER_02 33:25

Exactly. Yes, and raise everybody up to think at a higher level. I I think that is that is so true. In fact, if I were to, one of the things I do say, and it's woven through all of the millions, is if you put the human first, you will um you will find those millions. So that's a part of the equation. So you'd think that a CPA is going to show up and say it's spreadsheets of Ziva Da all day long. And I'm like, oh, that's only one part of the story. It's an important part of the story, but it's only one part of the story. So I a hundred percent agree with that.

SPEAKER_00 34:01

And I I love it, Holly. It's been such a pleasure. I I think we can keep this mic going.

SPEAKER_01 34:09

I know we could. It's so good.

SPEAKER_00 34:12

Thank you for joining. Thank you. Look forward to seeing what the audiences think.

SPEAKER_02 34:17

Yeah, me too. Thank you.