Episode Transcript
Adam OLeary (00:01.28)
Welcome to Simple Wins, the show where we talk to the architects behind the most successful B2B firms. We're currently in the middle of a massive project curating the 2026 B2B benchmark and we're looking for high level strategies that actually work in today's market. And I knew I had to get Phil Fitzgerald on the mic to help us set the standard. Through his company, Amplify, Phil helps small business owners plan and prepare for &A transactions, buy side and sell side.
Phil, I am so excited to have you here. I am so looking forward to dive into how to exit a company with you.
Phil FitzGerald (00:37.618)
I'm really thrilled to be here myself.
Adam OLeary (00:39.564)
Absolutely. So when you're selling a company, how do you prepare yourself to get the highest multiple possible?
Phil FitzGerald (00:45.8)
It's a good question because I think what often gets lost in translation when you think about &A deals, the price is very subjective. So how do you convince a buyer that what they're seeing, what they're looking at is incredibly valuable? And I think there are two elements to that. One, there's an element of momentum that's important. So keeping the conversation going, having answers ready for some of the most obvious and straightforward questions, the ones that every buyer would ask.
helps to keep them focused on the discussion itself and less worried about how quickly are you able to respond to things they need to know to be able to figure out their price that they're gonna offer. So I think momentum is a big thing. The other piece about it is knowing what is behind your business, knowing the secrets, the skeletons in the closet, finding those things and taking ownership of those.
The biggest challenge I see in &A with small business owners in particular is that often when they're looking at their business, they're seeing it the same way every single day. And when a buyer comes in looks at it, they see something completely different because they're not staring at the same thing. I mean, when you look through your house or at your car or anything in your life, you start to see patterns of the same thing getting left on the table, on the shelf that never get addressed.
And as small business owners, that's often very common too. You start to see people ignoring challenges or issues that need to be addressed because they're just there and they continue to be there. But a buyer coming in with a fresh set of eyes often looks at a business and sees things that are concerning to them that the owner has kind of pushed under the rug unintentionally in some cases.
So being able to look carefully, take that critical eye to your own business and say, these are things that an owner, a buyer is gonna be concerned about when they look at my business and finding ways to either explain or mitigate or ideally even take action to remediate, those are ways to maximize your value or at least limit the downside when someone's looking at it.
Phil FitzGerald (02:46.876)
In terms of maximizing what someone will pay, the thing I always talk about is getting them excited about the business. It's fine to explain what you do and how you do it, and that's important as part of the &A story, but explaining to a buyer what they can do with the business, what they will get out of it. They may not pay for that story, at least directly, but they will get excited about it. If there's something that you see as an opportunity that you haven't capitalized on yet, but they can,
and they can see the path and get excited about it. It's kind of like if you think about sports, when there's expansion teams joining the league, the revenue of the league goes up in its entirety, right? There are two or three new teams joining in, there's new ticket holders, there's new TV rights, there are things that are being sold that yesterday weren't part of the equation. Being able to do that for your own business and point to that expansion opportunity or that place where you see new customers waiting for you to go and you just haven't gotten there yet.
Again, the buyer may not pay for that work, but they will pay a premium when they're excited about the opportunity to make that money themselves, if that makes sense.
Adam OLeary (03:56.224)
Absolutely, 100%. And something that you said that I thought was really interesting is the skeletons in the closet. Can you kind of go into what that means, especially for a founder?
Phil FitzGerald (04:04.928)
And I think it's important to just point out that every business has skeletons in the closet. There are things that happened in the past, things that aren't the normal course of business, and there's nothing wrong with that. Obviously, I think it's important to deal with these things and to take ownership of them. But, for example, I'm working with a company recently that had a fire in one of their facilities, and it hurt them from the standpoint of they had to...
do the remediation and clean up. Insurance covered some of it, but they had an increased insurance expense that year. They had some out of pocket expenses to move things from one place to another to continue to work. Things that don't happen every year. And obviously that's not really a skeleton. It's not something nefarious. But the point is you don't have a fire in your warehouse every year, or at least you shouldn't. If you do, that's a different conversation. But the point is when you look at those things that happen not every year and that are not ordinary course,
If you can, again, take ownership of them, quantify them, explain what happened, what, and ideally, this is the important part, what actions you took to prevent it from happening again, you can get the buyer to understand that this is something that does not happen in ordinary course, and the impact on your financials should be ignored or at least written off as something that is unintentional and not the course of business on a given year. Again, you start to see the same things every year. It starts to establish a pattern that's a little bit more negative.
But every business does have things that happen unexpectedly and unintentionally and being able to focus on what you do operationally, how your business runs, how it is successful, takes the attention away from those things that we all go through. I I'm looking at right now, we had a ton of snow in Connecticut this past week. Everyone's talking about ice dams and their gutters. In June, we're not gonna talk about ice dams, but it is something that we all go through and we all understand that...
they can be very damaging, but if you deal with them while they're happening, the damage can be minimized and you can own the process of fixing and remediating, and it becomes less of a story to the person buying your house later in the year.
Adam OLeary (06:13.3)
Absolutely, and I love the concept of the ice dams. That's actually a really good analogy that you used and we call this for sure absolutely like literally today. So as you know, we call this show simple wins because the best experts usually have the simplest solutions. What would you say is your signature simple win that one tweak that somebody could use today and be able to start seeing results as soon as possible?
Phil FitzGerald (06:19.904)
Sadly, in real time.
Phil FitzGerald (06:40.062)
Yeah, it's a great question. honestly think the biggest thing that a business owner can do is start planning as if they're going to sell tomorrow. And that I don't really mean that they have to start selling the business tomorrow. But I do think if we're all going to plan to exit our businesses at some point, what's going to happen is the same no matter when it happens. A buyer is going to come in, ask a million questions. They're going to be skeptical. The questions are going to be fast and furious. And you're going to be expected to respond quickly.
So for me, the best thing a business owner can do is expect that. Start preparing, put a virtual data room together, keep it populated with these standard documents. I mean, I don't know how many times I've had a conversation with a business owner and said, where is your certificate of incorporation? Where are your last five years of tax returns? And these are obvious every single time type questions. Well, taking the time to put them in now and updating that repository and being ready for that question because it is coming.
That's an easy win that someone can put in place today. It doesn't take days or weeks or hours. If you start with that discipline of, I've got a list of documents that I need to have ready, and I'm going to chip away at it little bit at a time, you can actually do a lot of the work that I often do with my clients on your own proactively. I can serve as a guide instead of someone who's actually shoveling outside for you. The whole point of doing these simple things is to make it so that when you start the conversation with the buyer,
you can maintain the momentum that I was talking about earlier. Deals die because time lets them die. I mean, there are obviously other reasons too, but every time I see a deal situation where weeks go between answers to big questions, it makes me concerned about the process generally speaking. So I do believe that the best thing you can do is take all the questions you can expect and try to answer them. Now, you won't get through everything. You'll do your best to do what you can in the time allotted.
If you have a year, it's a different conversation than if you have a month. But the point is chipping away at it, being systematic, making a plan for your exit. And I use that term colloquial because there is something called an exit planner, which often is more involved in working with the person in terms of their individual finances and their individual plans in addition to exiting the business.
Phil FitzGerald (09:00.796)
I focus more on getting the business ready for a transaction. Being deal ready is what I often talk about. So thinking about that standpoint of how can I be as prepared as possible knowing that there are questions coming. They're kind of the same in some respects. I think doing that work systematically and early helps to accrue a lot of benefit in the process.
Adam OLeary (09:22.43)
Absolutely. the one thing that I've learned of going through this with some fun, fun private equity firms and dealing with the exits and stuff like that is the thing that I wish I knew and you kind of touched on it too, was if I was back in the day, okay, I, in the future I'm going to do it. But what I try to do is I try to set up a business where like my mother could run it. Like, I mean, it sounds crazy to think like that, but when a buyer is coming in, we get
We get so confused because we're in the business, right? We get so entangled in all of this stuff that this buyer who's coming in has literally no idea how to run your business. They may have run similar businesses to you in the same type of niche, but they haven't run your business. So if your mother can't run it, then there's no way that an outside buyer can run it. Yeah, so I just wanted to throw that in because I loved what you were talking about there.
Phil FitzGerald (10:04.213)
Right.
Phil FitzGerald (10:20.446)
I completely agree with that point. think it's an excellent point to raise too, because that's exactly the challenge that a lot of folks face when they're in those conversations with the buyer. Being able to explain how the business runs and ideally show that it can run in their absence is very valuable to potential buyers. And I think the other point that you raised, which is a subtle one, if you can assume that the buyer looking at your business has literally, as you said, no idea about how it runs and think about that a little bit bigger picture, they have no idea about
any of the processes in your business. You make that assumption and it'll help you set that roadmap for what documentation you need, what explanations they need in order to understand that this is normal, this is unusual, this is how we run it. There are probably places to improve, but this is a pretty efficient way. And if we spend this money on this, yes, we might do it faster, it would cost more. Getting that sense of what actually works in practice is really valuable to those who aren't.
operators in the same industry. For example, I'm working with a landscaper right now. The landscaper who's looking to buy him, the two companies are in the same industry. When they speak, they speak a certain language that I don't. They talk landscaper. They know all the things that are in the warehouse. They know all the things that happen from season to season, and that's important. But if my client was working with a private equity firm or someone who's operating from the outside,
He'd have to explain all this in plain English in a way that isn't natural to him. So taking that view of, your mom needs to run the business means you will have better conversations with everybody along the way because you're translating it into a way that most people can understand it as opposed to using jargon and things that are confusing for outside buyers.
Adam OLeary (12:05.324)
What a great analogy there. And I love it when people call out, yeah, absolutely. And I mean, I think it's important, especially when you're exiting a company, right? Because you're literally so in it. So I'm curious your thoughts on this because there's always one golden rule in an industry. And especially when it comes to exiting a business, I'm sure there's definitely one that's sticking to your mind right now. What would you say that most people think is essential, which is really just a case of Bologna?
Phil FitzGerald (12:06.912)
Thank you for bringing that up, I love it.
Phil FitzGerald (12:30.832)
question. think the biggest thing I notice with folks is they often mistake who the right buyer is for their business. So in some cases what that means is that they get focused on one type or one company to the exclusion of other ideas. Now your gut is usually right. If you feel like this company is the right buyer for yours and you focus your attention on them, yes that's more times than not probably the right answer. But
not being willing to talk to other folks who might have a creative way of thinking about things, a different lens, if you will, I think that's often detrimental because the person who will pay the most value is usually the one who sees something a little bit off the beaten path and can capitalize on an opportunity that no one else has figured out. And I'm trying to think of an example that would resonate from specific deals that I've seen, but I do know that in some cases, the biggest thing that you notice
is the opportunity to move a product to a different industry or to address a different customer base or something where the beaten path, if you will, is not the only path. Those are typically the situations where you're going to find the most creative conversations. And now maybe the money upfront might not be the same or it might be a little bit more backend structured, but that opportunity to grow the valuation through real partnership usually only comes when you're a lot more thoughtful about who your buyer is.
If your most close competitor is the only one you want to talk to, that's fine in certain cases, but it comes with a different kind of risk. And it also comes with, in some respects, and excuse the colloquialism here too, but more of the same. More of the same isn't always the path to greatness, for lack of better term.
Adam OLeary (14:13.9)
100%. And I guess from your side, if you could just snap your fingers and give all your clients a massive competitive edge, what would that be?
Phil FitzGerald (14:22.432)
Yeah, I mean, I've already talked about it to some degree, but I think that introspection, looking at your own business and trying to make sure that you understand what is sellable from an attribute standpoint. Do you have a good team? Do you have a good process? Do you have the things in place that people are interested in? I would look at it from three lenses. I would look at it from the operational piece. How do you run your business day to day? I would look at it from the customer or the product standpoint, do our products or customers.
really bring some value to anybody who might run the business next. And then from that market opportunity standpoint, where could we go with this if we were to take it to the next level? If you're as a seller, you're starting to think about those ways of capturing your business. I think that's where you start to see some excitement about the opportunity. it's not, it's always going to be a transaction, but it's a transaction with a little bit of character and emotion in it in some ways. And for a lot of my clients as small business owners,
This is often something they built up. They have a lot of attachment and emotion to it. And being able to transport that feeling, that excitement, that passion for what they do to the next owner is really where I start to see a lot of value accrue.
Adam OLeary (15:34.39)
Phil, where can people go to learn more about you?
Phil FitzGerald (15:36.768)
So I have a couple of places where I'm often seen. I do have a website, www.amplify-cs.com. There I list out my services. I have some blog posts. I have some things that talk about the process, resources for potential buyers or sellers. I'm often seen on LinkedIn and on X. I have a presence there to tell people some of the things I've experienced, some of the deal lessons I've learned, some of the life lessons I've learned, including things about my dog and my daughter and my family and my wife and things that...
You might not necessarily know, I do play the guitar poorly, I play the drums much better. I often talk about things like that when I'm musing on places like social media. those would be the best places to find me.
Adam OLeary (16:20.832)
Phil, you're awesome. Thank you, thank you, thank you so much for jumping on the show. Really appreciate for you coming out.
Phil FitzGerald (16:25.928)
Likewise, I really appreciate the time Adam and it's good to talk to everyone.
Adam OLeary (16:29.045)
Absolutely everyone. Thank you so much for listening. Thank you so much for being here Please make sure to go click on the link in the description go give Phil a visit because seriously if you're considering selling your business eventually Whether it be tomorrow a year from now three years from now go reach out to Phil you absolutely have to go do that So make sure to go click on the link in the description guys. Thank you so much for being here Have a wonderful rest of your day. I will see you all later. Bye. Bye for now
Phil FitzGerald (16:55.637)
Thanks.
