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Accelerating High-Growth Companies Through Acquisition

Accelerating High-Growth Companies Through Acquisition | Panel Discussion

As the first installment of the 2021 Investor Insights Series, sponsored by PNC, North Coast Ventures hosts a discussion with managing executives at two startups and an M&A expert about acquisitions as a strategic move for accelerating company growth.

Listeners will sit in on a conversation around today’s M&A environment, the COVID-19 pandemic’s impact on startups and the acquisition process, the importance of a good team and good mentorship, and perspectives from both the buyers’ and sellers’ sides of M&A deals. Bill, Mark and Ike provide a well-rounded perspective of the role of acquisitions in business development, and the trials and tribulations of working through the M&A process.

Watch the video or read the full transcription of the session below. 


Presenters include:


Highlightable Quotes:

  • “If I was ever fortunate enough to have a great idea and be an entrepreneur and start a business, the very next thing I would do is think about how I am going to exit it”  - Bill Watkins
  • “Your first acquisition is obviously the hardest, because it’s not just about pulling the resources together to execute, it’s the months and perhaps years built up into developing strategy around the business and how acquisitions fit into that.” - Bill Watkins
  • “[With different acquisitions] we apply a similar playbook but have different parameters or different thesis based off of the needs of each of those products or markets.” - Ike Herman


Todd: We’ll start out for a moment by just asking each panelist for a short self-introduction, starting with Mark Woodka.

Mark: Thanks, Todd, Mark Woodka here. I’m the CEO of OnShift. We’re a human capital management platform servicing the long-term post-acute care market, so most of our customers are in the skilled nursing, assisted living continuum of providing care to our nation’s seniors. We also do some business in behavioral health, IDD and health care in jails. Little bit of home care, but not a lot - that’s a growing segment for us. 

Todd: Ike, please.

Ike: Thanks, Todd, I’m Ike Herman, I’m actually in a new role of EVP of corporate development, so timing’s good for this panel, and head of M&A for OEConnection. I’ve been with the business 18 years, and I’ve been a part of many of the business units and the growth and expansion from Northeast Ohio to an international company. Looking forward to talking to a lot of leaders from Northeast Ohio today, so thank you!

Todd: Perfect! Bill?

Bill: Thanks again for the time today, I’m Bill Watkins, managing director at Harris Williams. I help lead our origination efforts with founder and family-held businesses. I’ve been involved with corporate finance and M&A for virtually my whole 30 year career, and as a firm we have roughly 400 professionals across the globe helping business owners ranging from founders and families all the way through venture capital and private equity generate liquidity with their investments and also help them think about buy side strategies and enacting growth in that regard. 

Todd: Well Bill, we’ll stay with you having established that you live permanently in the M&A world here. Can you just set the stage, talk about the broader M&A environment, the increased capital that we’re seeing, the evolution of private equity? What are these fields like as far as new trends in the M&A environment?

Bill: Look, as we were heading into the years pre-Covid, we were asking ourselves back in late '19 or '20, when is a cycle about to happen? How long can this continue, because we were really in a seven to eight year M&A bull run. Capital was really the driver of that, supply, demand and balance as you alluded to, more interest and growth for M&A than actual supply coming out to market, for a whole host of reasons. And then boom, our whole world shut down completely. Health and safety, how to employ people out of companies, keep everyone alive and engaged and managing to work from home, blah blah. 

Our world started to come back last year and then we got to the fourth quarter and it kind of knocked our socks off, so we literally ended up having a record year last year by any metric. Our thought was that perhaps we pulled some deal flow that would have closed in 2021. That hasn’t been the case - backlog is 40% ahead of any record level, our competitors are all in the same boat, and what’s happened is again, this sounds crass, but the rich have gotten richer. Those that have great pools of capital are seeing success around managing those asset pools. Many of the companies that they own have performed well during covid, beyond the blinding glimpse of the obvious in certain sectors that we’re all well aware of. So now you have companies more or less back to pre-covid levels, or in many cases their earnings are exceeding covid. Where those businesses were, you have capital levels remaining at all time peaks, and growing. So that enthusiasm is there and what’s the result? Valuations across the board, whether it’s industrial tech or software, healthcare tech, anything is flying off the shelves. The challenge today is really differentiating your business in the market today, getting access to other advisors in the storytelling, to really stand out and continue to drive that valuation. 

Evolution of PE, look, you hit the nail on the head there too. It’s very different. 30 years ago when i started my career, it was basically wealthy people buying companies. Today that asset class has definitely matured. You have groups like a Blackstone and a KKR that manage a myriad of different fund structures with different LPs and different expectations, you have the crossover funds. The days of traditional venture capital are still there, but the world is really blooming with folks that you never really thought would be interested in VC or weren’t interested in growth capital and now are, or family offices and other forms of patient capital that are really looking to deploy across interesting assets. Today, for a founder, or a family or any private equity owner looking to sell a business, you have a wealth of opportunities compared to even five years ago.

Todd: Well, it’s a good time to be doing this. Ike, we’ll shift to you. So OEConnection is a 1,000+ person software company that seems to fly under the radar for a lot of people in Northeast Ohio, so can you just give us a snapshot of the business?

Ike: Sure. We have been around since 2000, originally founded by Ford, GM and Chrysler, it was Bell and Howell snap-on which they acquired by snap-on years ago. It was designed to help OEMs with technology to help support their dealerships and their customers, to be able to buy and sell parts. We’ve expanded beyond just parts and service and have a whole sweet of solutions in the aftermarket space of parts and service. It’s one of the most profitable and growing areas of business, so it’s worked out well for our position. We’re a technology company, heavily SaaS. We serve about 30,000 dealerships, 150,000 independent repair facilities, 37 automakers globally. As you mentioned, we have about 1000 employees, 70% are outside of the US, and we’ve had a good track record of both organic and inorganic growth throughout our time. It’s exciting to be a success story in Northeast Ohio. 

Todd: Great! So Mark, OnShift has raised capital from several VCs, and a significant PE investment from ClearLake. From a founder and entrepreneur’s perspective, what are the differences you see running a company with venture investors and private equity investors?

Mark: I think the primary difference is that the venture investors tend to be earlier stage, and i think that their experience and expertise is in helping you find product-market fit and getting customers, that whole early stage methodology. The private equity is generally a later stage investor, and theyre looking for growth. They’re very good at growth and really understand the levers and dials in helping a company grow. We’re a software company, and ClearLake does a lot of software and technology investments. They really know what it takes to grow a business like ours, so they’re very helpful with a lot more rigor in terms of how they look at a business. A lot of private equity firms are very prescriptive. They have playbooks and ClearLake is not one of those firms that lands with a playbook, but they land with a tremendous amount of experience and things that work. They’re able to give you a lot better guidance on navigating through a rapid growth stage as you come out of being a venture funded organization. You’re growing rapidly too, but the scale is much different at the private equity level, and growing from 1 million to 5 million is very different than growing from 25 million to 100 million. So the private equity guys have great lenses into what it takes to really scale a business and they’re very supportive in those efforts. 

Todd: Bill, you mentioned it’s been a record year and it seems to be that way for a lot of people in the industry. I think you told us what’s going on; do you have any sense of how long it’s gonna last? Is the music gonna stop? For the foreseeable future, do you anticipate that we’re gonna see these activity levels?

Bill: Well there’s the Bill Watkins answer and maybe the Harris Williams answer and maybe they blend at times, but I’ve been around long enough that I do get concerned that while the fed has done a masterful job trying to manage this economy, particularly with the pandemic, I’m a little concerned that do we slowly hit the wall at some point or do we crash into it going 100 miles an hour… We’re seeing inflation now across the board, and I think regardless of what your business is you’re seeing it in every aspect. That’s been going on for over six months and now we’re just slowly starting to talk about it. So I do have some broader economic concerns, but what tends to trump those over time is capital flows. I’m a big believer that when there’s trillions of dollars in private hands, that’s usually a good thing, so I think there will be some balancing that we see here over the next 18 months. Our visibility is into the first half of 2022 and right now the stars are still aligned. We are given the tax rhetoric having a lot of conversations with founders and owners about what that looks like. We’re not seeing people rush to the door just to sell a company because taxes have changed but certainly if there is a reason to explore an exit in the next 12 to 18 months, that’s a variable to add to the mix for that decision. So again I wish i had a crystal ball for this group and to say hey it’s gonna end soon so execute now, but we’re capitalists and I’ve probably said this 10 times over the past ten years - I didn’t think the market could get any stronger and it seems that was a bad prognostication over that period of time. I will say today it’s pretty darn good, not sure what other levers sellers can pull for their advantage, whether it’s value, terms and conditions, etc. But at some point i think we all know because we’ve all been around enough, that there’s gonna be some form of economic slowdown. 

Todd: So, Ike, OEConnection is pretty quisitive for a company that size, can you talk about the size that acquisition plays as a growth strategy for the company?

Ike: It’s been an evolution over the years as we’ve had significant organic growth over the past 20 years and i think pace and speed and being able to look to acquire, whether it’s technology or expand in geographies or product extensions, and I think it’s really helped us with pace and speed and creating opportunity. I think as we have matured it’s helped us in different areas and each market may be different in terms of maturity of where we are in each of our different business units. So you may look at those differently based on whether you’re acquiring customers, management, geographies, but i think it created opportunity for us. It allowed us to expand faster than with what we can do organically. I think it can be a challenge because the core of what our businesses do we do them really well, but to be able to actually have the dedication to expand into different things and not be a distraction and have a level of support is pretty hard as an organization. It’s really helped with pace and speed and to open up opportunity. 

Todd: Mark, can you talk about how the pandemic impacted how you thought about traditional growth opportunities through scaling, sales, and acquisition? I imagine you would have been at a lot of trade shows and your customers would have been thinking about a lot of different things had it not been for a global pandemic and those levers for growth were probably different or at least compromised throughout the pandemic. 

Mark: Yeah, so again we service skilled nursing and senior living facilities, which was ground zero for the pandemic so as we got into last year we found it was really hard to call someone you don’t know and say “I know your residents and staff are dying but have you thought about human capital management software because it’s really cool stuff!” So last year we had some plans to do some acquisitions and we actually accelerated them. We’re very glad we did, and we quickly realized that new local business wasn’t gonna be what we wanted it to be, and we were gonna have to drive more business out of the customer base. That was always part of our inorganic strategy, so doing the acquisitions that we did last year, we bought a company called the Vest out of Hudson, and then we bought a technology, which is now our OnShift time technology. We did those and then got them to market as quickly as we could, because we realized a lot of our new bookings growth from last year was gonna come from existing clients where we had relationships and where we knew they wanted to do more business with us. That really panned out for us; 40% of our sales last year included new products, and we had one in the market for six months and the other in the market for four and a half. That strategy really paid off for us last year and put us in a great position to come out strong in 2021. As we’re seeing our market rebound a little bit I think the back half will be a stronger rebound and we’re very well positioned to take advantage and leverage those acquisitions that we did last year. 

Todd: Terrific, well with North Coast being an investor in OnShift that’s especially good to hear. So Bill we have a lot of founders, investors and especially entrepreneurs who are listening here. What should they know about the M&A process today and just have eyes wide open going in? Especially if they’re thinking about being the acquirer, a little earlier than perhaps they might have thought in their company’s history, but what should they know for their company’s first acquisition? 

Bill: Well, Mark can probably attest to this. Your first acquisition is obviously the hardest, because it’s not just about pulling the resources together to execute, it’s the months and perhaps years built up into developing strategy around the business and how acquisitions fit into that. Our advice to clients all the time and particularly those who are founder or family held is bring experts in to help. I know that sounds self serving coming from an M&A advisor, but your entire team of accountants, lawyers, diligence providers, investment bankers, and investors need to be the eyes and the ears of and there needs to be a dedicated resource at the company to help facilitate that process if you want to take it seriously. We work with a lot of folks who tell the CFO that his or her part time job is helping to identify and execute acquisitions. That’s not a successful strategy. Starting at the beginning, understanding who you are, what you want to be, the purpose and how you deliver a solution, and then understanding that ecosystem… What fits? It could be a technology, a group of people, another product, whatever those fits are. But having that dedicated resource either internally or externally, being the educated voice of the company, doing that outreach and having a number of plates in the air that you’re juggling, because you don’t just identify one company and hope that you’re the only group talking to that one company. You need to have a lot going on simultaneously to make that strategy successful. So there’s a lot wrapped up into that, but i would start first and foremost with what’s the strategy set, and find a dedicated resource within the institution that can help drive it. 

Todd: Very good, and then Ike, at the risk of generalizing, I’m gonna ask you to generalize here. When you’re looking at an acquisition, to what extent are you buying customers versus technology versus teams? Are you more likely to run a certain playbook versus another?

Ike: Maybe I can answer a general question with a general answer. When we look to acquire, it varies, and listening to Mark and his example of the tuck in versus the technology, I think depending on the markets and products we have, we apply a similar playbook but have different parameters or different thesis based off of the needs of each of those products or markets. We’re in the process of acquiring a technology right now, we acquired a competitor in the fall, we’re looking to consolidate aspects of a certain niche in the market, so it varies based off of those growth drivers for the organization and priorities for the business. The playbook is relatively the same but the drivers can vary, as well as the timing. I’m sure Bill can provide context that you know nothing feels perfectly as you’d like it to happen, it just doesn’t. You have to be running simultaneously at a lot of these different strategies and hope to execute at a time that works best. It never happens the way you want it to; that’s just the reality of the market and the fluidity of it. That’s why you have to be open and as Bill explained, being in this business is a full time initiative and you have to be engaged in the market, talking to competitors, and be really open to the industry, because you’re looking to create value at the end of the day. I’m sure with anyone they’re creating value and focused on that value creation and that comes in a lot of different flavors. That’s the fun part of this is looking to do that at the end, executing upon that strategy and recognizing that value. 

Todd: Ok, great. One of the internet memes that won’t go away now is how it started versus how it’s going. So Mark I’ll ask you just related to the first acquisition that OnShift did, what are some surprises from what you expected at the beginning versus what it’s been like in reality to integrate a company like that?

Mark: That’s a great question. I think Bill made the point that this isn’t something you just roll off the log and do. It isn’t the CFO’s part time job. I’m fortunate to have a very strong team, and even given the strength of my team we brought in a third-party consultant to help us do the business integration. We bought a great little business in Hudson, it was well run, we have a pretty well run organization but we still felt like we needed help and eyes and ears to do the integration because that was muscle memory we didn’t have. The first time you do it, you know I’ve been involved in small acquisitions in the past but not in a while so we wanted to make sure we had the right plan in place, had the right C sort resources in place, and really had somebody that was looking for the stuff that falls through the cracks. I heard horror stories about acquisitions that go horribly wrong right, you'd never get the value realization out of, you know what the plan was, and a lot of that is due to integration challenges. So we put a lot of energy into doing that right brought in some specific resources outside of the company to help do that and to Bill's point we actually, you know, created a corporate development position in the company about three years ago to help us identify source and execute on acquisitions, but then went outside for hope I'm doing the integration. And so I would say the surprise we had was a very positive one, it went very very well. It exceeded our expectations and from an enterprise value perspective, it was a creative within the first six months of closing the acquisition, I couldn't ask for a better outcome as a CEO, so it worked very very well for us but we put a lot of energy into doing it right.

Todd: Great. And so I'm looking at some of the recent acquisitions because there are a handful that the company has done recently. What would you say is distinguish those that have you know, integrated well and performed well, for those that haven't? assuming there are some that happened of course. 

Ike: Yeah I think there's learnings, I mean I think anyone that would say there isn't learnings and opportunities, probably hasn't lived through a lot of acquisitions just because businesses are run differently. You find a lot of smaller companies may not be as detailed in contracts or different views on accountings quality of earnings reporting. There's a lot of nuances there that, you know, I think, are just going to go in eyes wide open.

I think where we've strengthened and Mark's experience is great to hear is really being open, and the upfront planning during diligence on the integration. We have very similar to PMO and IMO office that assists with that but the, the cross functional components of integration because it is a distraction to some of the core components of the business and so letting people understand what the expectations are, and when we close on the deal that everyone knows the role and what the expectations are and those first 100 days we put 100 day plan together. And what that is for success and we baseline that off the thesis of acquisition and if you do those things, the likelihood of success is highest and I think we've matured that processes, as we've gotten better at, you know, and I'm more experienced with acquisitions, I think they'll along those ways I mean there's there's challenges in a lot of different areas and you need to assess, are there key components of management that are going to stay? what do you do about your products in technology and what about offices? what about synergies and those types of things to make sure you're not trying to figure those out six months after the fact. But knowing day one and being aligned on that. And I think, and again to Bill's point, getting support early on is so important, because it's not easy.  I think, whether it's 10 people, or whether it's 100 people or 500 it there's a lot of complexities across the business from the front side and the back side, front office and back office so I think that's what's, you know nice about this group and some of the experiences understanding that because I think everyone gets really excited. And hey, this is going to be great for the business and through that excitement, you know, the hard work actually begins when you acquire somebody and I think understanding that versus the acquisition itself is really important so but yeah I mean I think it's it's a lot of good learnings and planning and execution are two critical components.

Todd: And so Bill will ask you to switch sides of the table for a moment and just be on the sell side for a moment. You mentioned earlier that the notion of storytelling and curious, you know, the role of storytelling and envisioning strategic value that goes into maximizing value as a seller, because you do all this work, you build a company for three years, five years 15 years, and then there's an opportunity to optimize value in that last three months, can you talk about how storytelling and positioning plays out there?

Bill: Yeah, I thought I would, I would say like if I ever was fortunate enough to have a great idea I'd be an entrepreneur and start a business, the very next thing I would do after starting that on a piece of paper is think about how am I going to exit it. I think a lot of people spend time, you know on vision, and at times that vision gets lost in that ultimate conversation of how am I creating value for the next person. And even if the next person is a son or daughter, or uncle or cousin, you need to be thinking about, you know, that value creation story that goes behind that.

You know there are in today's world we talked earlier about private equity and just the numerous alternatives, you know, the question is, you're building the next great thing, how are you standing out in a fairly competitive and congested market to get the attention of people so that again that story where it's incredibly concise, it's, you know, kind of that cocktail party conversation whether in 60 seconds you can hook an investor around what makes the business special, and not only that, you know, where can you continue to take the business because people aren't today or people are not paying for where you've been, they're paying for where you're going to be in five years, that could be organic growth, it could be for acquisition growth, hopefully it's a combination of both.

Again we're bankers so people think we've learned numbers I'm not saying analytics are important, but we try to be more kind of yellow and red in our brain than blue and green and focus more on that storytelling, and really getting the kind of enrapturing the investor audience with the emotional need that own this business and that's how you move from a, whether it's a revenue multiple of four to five to seven or eight or it's an event that multiple of 12, 13, 14 or 16, right, it's all about finding that small cadre of investors to get emotionally engaged about the story you're telling.

Todd: Very good. And so few more questions here then a moment we're going to open it up so for those of you watching I'd say go to the q&a button. We'll keep an eye out for those questions, fire them in. And in the meantime, you know Mark, you mentioned earlier that in addition to the of East acquisition. There was a time offering deal and it sounded like. That wasn't a straight out acquisition, you were kind of buying the technology. So assuming I got that right, you know, help us understand that approach versus partnership versus acquisition. 

Mark: So one of the things you know we're, as I said, we're a human capital management provider but we focus on a very specific market niche. Most HCM companies are generally very broad based, so if you think about a payroll company right most payroll company, don't, don't say I do payroll only for this market segment, I do payroll for a broad group right. So if I'm looking at buying an organization, I don't want to I don't want to pay a multiple for revenue, I don't want, or I don't need right, so what do we want it to be in the time and labor business we very much wanted to be in that business but almost all the offerings, we ran into at a more horizontal approach to the market. So if I'm going to pay you know three times revenue for a business, and 62% of that revenue is a market segments I don't continue to serve. I don't want to continue to serve, or I don't have an offering or it's a diffusion, it's not worth it to me right. So in that case Tata approach was Let's go buy the technology from a company, and bring it into our marketplace so we're not overspending on, you know, buying revenue that we don't need so as we look at our total strategy of organic, inorganic growth. We kind of take a whole product strategy approach which is what should we invest our time and energy into building, where can we create uniqueness and differentiation that we should invest our own engineering resources into building. What do we need to get into market with quickly, that we should either buy or partner for, and of those two things, what do we need to own versus what should we partner. And so it's a very, it's much more detailed than that but a very high level that's kind of the decision tree that we go through. So in this case it's something we wanted to own. We didn't want to buy a lot of revenue we didn't want so this was a good solution to that problem was just buy the technology from this company, right.

Todd: So, Bill, you mentioned before if you're found near company, the next thing you do is think about the exit, and I'm curious. Now, what advice you give founders at that stage or maybe a little bit later right the, the seed round the Series A round to, you know, increase their attractiveness to acquirers and put them in a better position to be attractive to more acquires versus less.

Bill: So some of this is going to be the blinding glimpse to the obvious but, you know, data right analytics being able to cut using data science your business apart and then illustrate how you've got strength in certain niches but then also that's really applicable to spreading. I hate to use the peanut butter analogy because a lot of people find that as negative but you really want to illustrate that you've got a total, total adjustable market that is, you know, bigger than 50 million 100 million 300 million right because that's how you'd have more juice in the game so to speak for growth, because as I said again, people are really paying for growth, they're paying for. We're getting people today looking at 2022 You know, projections when we're not even halfway through technically 2021 So it's all about using data science to help drive that growth. I would also say this falls under the concept of integration and building organic growth, but it's incredibly important acquisitions is talent.

I think over time, because we're people, we're humans and we're all seeing each other kind of interact, I think we tend to forget that as we're trying to grow the business, it's all about the people that are walking in every single day and creating that culture and I know I'm dealing and kind of words right now that are kind of, you know, more business school topics but it's a pretty simple thing and you know it when you see it and its potential investors know it when they're looking at an opportunity is this a culture that we continue to grow and replicate or is this a great idea, with a loose amalgamation of some talented people that we can't really get unified to grow from 25 million to 100 to 500. So thinking about, you know the data science piece and the talent piece again two very disparate concepts. We try to educate clients early and often on to build or build a business around.

Todd: Ike, on one extreme, I imagine you get emails every day asking you to look at a teaser to think about a deal, you know, are you interested in this. And on the other hand, there's probably a subset of companies you're watching closely, spaces you know you want to be at where you're really the instigator of the dialogue, which bucket do you find that most of your deals come from?

Ike: So it kind of back to my earlier comment that, you know as much as we like to plan a market and who's in a market for acquisition how exit strategies align, you know, you know, obviously you can't plan that. And so you have to be open to anything and everything and so I think it's a hybrid approach right we're often talking to bankers, investment bankers and open to looking and then I'm networking, all the time with companies and letting them know that you know talking about strategy and the market.

I would say that it's probably 50/50. But it varies depending on you know again the size of the company is it owner owner founded is it private equity, because oftentimes people go through a process and you know the, you know how those are managed. But it's great to, and I think network with everybody because that's, You know that I think the most important thing about the market because you want to be the first that someone goes to as an opportunity to be involved early on in any sort of acquisition process because I think everything that bill just shared was was really good and in alignment with the management team on the strategy because it matters I think from a seller who you're going to, and feeling good about, you know, whether you're going to stay with the business, or whether you're going to leave a lot of people and I think that's what differentiates them have pride, right in the business they've created, they want it to be successful after this exit. And so knowing who you know OEC is or knowing, you know, launch shift and the type of people really matters and those connections matter. So, I think, you know again the people side and those sharing is really important, but, but so we're involved in literally exactly what you explained it to users coming across, You know weekly and all sorts of conversations I was in Chicago last week it was great to be on the road and meeting with some bankers and, you know, it's all sorts of conversations everywhere and it's kind of, you know and again, last comment on it. You can't be preconceived of what's good or bad, you just don't know. And so it's, you know again you look for some of the framework of tell me about the growth, then tell me about the tan and love to have a conversation. 

Todd: Yeah, and gentlemen speaking like how mature does a company have to be to be fully baked enough to say okay it's worth the time and energy that it takes to do a deal and to integrate a company is there a general sense of that?

Ike:  So I think it goes back to what the owners of the company have for their exit strategy. And I think that's an important because you know we're, we can buy our company it's pre revenue that we're buying the technology for that, you know, they could be interested at this time and they need help and they don't want to scale by themselves, because it's extremely hard to do and maybe look for looking for that. And it varies and whether it's a token or whether it's a major transformative type acquisition.

You know I, I would say that there's a lot of different types of ownership and groups and you don't know and that's why I think that's first time, you know, as you have a conversation with somebody, businesses, do you have a plan for what's next, you have a plan from an exit strategy and where you're looking to go and set differently and what you're looking to do with your organization and how we may be of assistance with that. But, but it varies and that's why I think why the networking is so important you don't know where someone is today versus COVID It may have impacted people or tax implications, a couple years from now, right, people may be concerned about and saying, now's a great time to be in the market and you know maybe I want to have a piece in the future and take some of what we acquire and put it in equity in the business and there's so many different permeations with that and I think you got to be open to that and that's why I think sometimes it's hard you know I think going in, you may have preconceived notion, but you got to kind of leave yourself open to never know what conversations can happen and where people are at.

Todd: And then, you know Mark having gone through being on the acquirer side and acquiring a technology recently does that impact at all how you think about the shoe being on the other foot when on shift ultimately goes out and as part of a larger transaction as the potentially the acquiree?

Mark: So thank you I think Bill kind of nailed it. I think part of it is, you know, how do you tell the story. What story do you tell anybody who's interested in buying an organization like I ship is interested in the next three to five years and where they can take it right, they're not buying, you know status quo. They're not investing because they like what we're doing today they like where we're going. And what we're capable of delivering so I think you've got to be very cognizant of that. And always be looking for is so put yourselves in the shoes of the acquire, if I were buying on ship, What I want to buy, right, and what would I want to hear what would my expectations be no it's different for different buying groups, obviously, but at least it gives you a sense of, you know how to talk about the business and in to think about it, what am I giving to the next owner of this business and what are they going to want to get out of it. So you know we think about that.

We don't put a tremendous amount of energy into it day in and day out, I think my personal perspective is a build a good business and you'll have a lot of opportunities. And so we focus kind of day in and day out on doing that.

Todd: And then, this bill is maybe the wrong question to ask somebody like you but our company's generally bought or sold? right there's a school of thought, I think on each in both situations, it certainly helps to have help, you know, to have Industry Insight, but, you know, where do you come down on that.

Bill: Well I think you'd never want to be sold. I think in every case you want to be bought right and that gets back to what Mark was just saying about creating a fundamentally awesome business, all the way around spending time to make sure that if you see a few holes in the dike that you're making sure you're addressing those or at least have a story behind, you know, a real way to address those, those potential holes in the business.

You know, we always try to tell our clients to, you know, to prepare for it to be in a position of strength and that gets back to the preparation work you do, leading ahead, really trying to anticipate every single possible question that an investor can ask and having an answer ready.

And that way you get in this position where you hit the end again for people here that are participating that have been buyers really through any formal engagement strategy. When you're competing against the few people at the very end, it is pretty uncomfortable.

But as the seller, that's what you want buyers feeling is that general uncomfortableness about inching up another turn in value or giving something away on the equity side or you know, completely paying for the rep or warranty, contract by splitting the cost, whatever it is. And that's how you know you're being bought and not necessarily sold. So it gets into preparation having the right engagement strategy and the right storytelling as we talked about, but unfortunately there are businesses that get bought, and they find themselves with either you know a balance sheet, it's a little bit upside down a market and they move more quickly. You know, we've seen some great businesses, 14 or 15 months ago that frankly were behind the curve on thinking about E-com, and now they might be a little too late, so you know that's why I think taking the time to think holistically about your business and that TAM that we talked about and what can we do. You don't have to have a strategy and a tactic in place for everything but at least the thought process that we've coherently talked about the case of E-com well like we haven't done it yet but here's our plan. Here's how we would roll it out here's what it would cost, you know, etc.

Todd: Terrific. Well, that is a great insight, and probably a good place to wrap up the conversation I think we covered a bit, and I'm appreciative of each of you mark bill and Ike for spending the time and also you know just opening up with the candid conversation. So, on behalf of everyone watching here I thank you for your participation. And of course thank PNC once again for sponsoring the investor insight series, please keep an eye out for our next event here coming up soon. Thanks everyone.