Latest / The Inspired Stories Podcast / Business Valuation and Exit Planning with Greg Waller, the Blue Collar Scholar
Transcript
- 0:04Welcome to another edition of the Inspired Stories podcast,
- 0:08where leaders share their experiences so we can learn from
- 0:12their successes and be inspired by how they've overcome
- 0:14adversity. As you listen today, let one
- 0:18idea shape what you do next. My name is Anthony Kotaspodi and
- 0:22today's guest is Doctor H Gregory Waller, Managing Partner
- 0:26of Cornerstone Valuation, a 25 plus year firm that helps owners
- 0:31of closely held companies understand, grow and ultimately
- 0:35realize the value of their businesses through rigorous
- 0:38business valuation, exit planning and transaction
- 0:42readiness. In addition to his valuation
- 0:44work, Greg is a Partner and Managing Director at Windward
- 0:48Advisors, a middle market investment banking firm, where
- 0:52he advises founders on sell side M&A and selective buy side
- 0:56transactions, guiding companies through strategic positioning,
- 1:00confidential marketing and deal execution.
- 1:04Greg's work sits at the intersection of financial theory
- 1:07and hands on deal experience. He has published research in
- 1:10leading journals, including the Journal of Financial and
- 1:14Quantitative Analysis, and regularly speaks to groups such
- 1:18as the Virginia Bar Association, Virginia CE OS, and the Virginia
- 1:23Manufacturers Association. Greg holds a PhD in finance from
- 1:28Purdue University and until 2025 served as a finance professor at
- 1:33Virginia Commonwealth University.
- 1:36That combination of academic rigor and real world advisory
- 1:39work has made Greg a trusted voice for owners navigating high
- 1:43stake business transitions. Now, before we get into all that
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- 2:44All right, back to our guest today, the Managing Partner of
- 2:47Cornerstone Valuation, Greg Waller.
- 2:49Thanks for making the time to Share your story today.
- 2:52That's my pleasure. Thanks for having me.
- 2:54So, Greg, you've been a professor at Ohio University and
- 2:58Virginia Commonwealth University.
- 3:01Is it unusual for someone with your experience to have both a
- 3:06foot in the academic world as well as the business world?
- 3:09Yeah, I always tell people that I'm probably the most unlikely
- 3:13academic that you're ever going to meet.
- 3:14I I was raised in a blue collar entrepreneur household.
- 3:19My father owned a small business that repaired painting and
- 3:23sandblasting equipment. And from the time I was in high
- 3:27school, I was doing painting and sandblasting work.
- 3:32I, my father used to get these calls from customers, you know,
- 3:38do you sandblast trailers? Do you sandblast lawn furniture?
- 3:42And he always had to say no until I got my driver's license
- 3:46and it was like, OK, this is your opportunity to go make
- 3:49money. So from the time I was 16 years
- 3:51old, I was out doing painting and sandblasting type work.
- 3:55I ended up starting a company that painted structural steel
- 3:57bridges, tanks, towers and, and that kind of stuff.
- 4:00And at one time I had a reasonably good sized group of
- 4:04folks out doing bridge painting work and other structural steel
- 4:07painting. And there there was a time I
- 4:11remember working, I was working on a bridge and I was underneath
- 4:15of this bridge with this guy. I had to fill in for a couple of
- 4:18folks that I had to fire. And I was working on a on a
- 4:22scaffold with this old guy that had been doing this for a long
- 4:26time. He was probably like my age, but
- 4:28you know, he seemed old at the time.
- 4:30And he was like, he's like, look at my hands, look at my face.
- 4:33He said I'm doing this because I don't, you know, I don't have
- 4:36any other options. And like he said, go back to
- 4:38school. You're a smart boy.
- 4:39So I went back to school I because.
- 4:41Of that conversation. Because you know, it was like
- 4:44there it was a confluence of events.
- 4:46But but that that summer in particular is when I really
- 4:50committed to like going back to school because I dropped out of
- 4:53college to to run the painting business.
- 4:56And when I went back to school, I finished my undergraduate
- 5:00degree and got my MBA. And while I was doing my MBA at
- 5:04Ohio University, some of the faculty said, Hey, did you ever
- 5:07think about doing academics as a career?
- 5:09I was like, no, I never thought about doing academics as a
- 5:11career. And they said.
- 5:13Your plan at that point? Go back and run the family
- 5:16business that my father had. That was the, the plan I was
- 5:18going to do my MBA and, you know, go back and run the family
- 5:21business. And so they were like, you know,
- 5:24you ought to think about doing academics.
- 5:26And I was like, why would I like, why would I want to do
- 5:28that? And so they broke down, you
- 5:31know, nice predictable lifestyle and, and all the good things
- 5:36that go along with, with higher education.
- 5:38And so I I stuck around Ohio University for a year after my
- 5:42MBA and did some research and did some teaching, build up my
- 5:46academic resume and applied to doctoral programs and then got
- 5:51into the doctoral program. But it was not like it was not
- 5:55the first thing that came to my mind to do academics.
- 5:58So how did you eventually transition from academics back
- 6:02into the business world? Well, I, I don't think I ever
- 6:05fully transitioned into academics.
- 6:07So when I was at, when I was at Purdue University, I was my
- 6:12teaching assistant assignment was in the executive education
- 6:16building at Purdue University. And, and I had a, a gentleman
- 6:20there that I was working for one of the long time tenured
- 6:23professors, Bill Llewellyn. And, and I had a pretty easy
- 6:27job. I mean, I did my class work and,
- 6:29and I helped out with the executive education when the
- 6:31executives were in town. But at the same time, I was also
- 6:34doing a real estate development outside of Chicago.
- 6:37And from Purdue to Chicago was a reasonable commute.
- 6:41And so I was doing real estate development deals while I was in
- 6:43my PhD program. And, and I remember Bill
- 6:45Llewellyn coming in just looking at me a couple times and shaking
- 6:48his head. It's like he couldn't believe I
- 6:49was just sitting there running real estate deals while I was
- 6:53doing my PhD. But so I don't know that I ever
- 6:55fully got out of it. And then, you know, when I took
- 6:58the academic position, I, I finished my PhD in, in 2005.
- 7:03And it was right around the time when the, you know, the big
- 7:07financial crisis was starting to take hold and real estate
- 7:10development was like getting hurt pretty bad.
- 7:14And so I rode out the, I rode out the the recession, the Great
- 7:18Recession as a tenure finance or a tenure track finance professor
- 7:23at the time. So yeah.
- 7:26So how did the opportunity to join Cornerstone Valuation come
- 7:30about? This is roughly 12 years ago.
- 7:32Yeah. So when I was after my MBA and
- 7:36while I was in my doctorate program, I, I had a couple
- 7:40acquaintances who were accountants and they had
- 7:42businesses that they were representing that needed
- 7:45valuations. I remember the first one I did
- 7:48was for a a family owned restaurant operation.
- 7:52There was a death in the family and they needed evaluation to
- 7:56settle the estate. And so I was doing business
- 7:59evaluation work kind of ad hoc while I was at Ohio University.
- 8:03Some expert witness testimony. And when I came to VCU in
- 8:08Richmond, I I met my soon to be partner, Jim Edge and he had
- 8:15started Cornerstone before and before I arrived in Richmond and
- 8:20he was transitioning out and asked me if I'd be interested in
- 8:22in buying the practice from him, which I did.
- 8:25How did the two of you meet? We had a mutual acquaintance.
- 8:29So I had a a colleague at VCU whose husband was a real estate
- 8:33guy and we kind of told war stories together and he said,
- 8:37hey, you know, I got to introduce you to this friend of
- 8:39mine. And and so that that's how we
- 8:41got, we got introduced. And what was it about this
- 8:45opportunity that attracted you to it?
- 8:48Well, I've been doing some, you know, business evaluation,
- 8:52expert witness testimony on my own.
- 8:54I like the idea of meeting somebody local to Richmond who
- 8:58could help me network in the community.
- 9:02The company had a great reputation and my former
- 9:06partner, Jim Edge was just a a great guy.
- 9:10He became a great friend and was a very gracious person.
- 9:16In terms of transitioning of business over to another person,
- 9:19he just did a great job. So tell us about all the
- 9:22services that you guys offer today.
- 9:25Yeah. So we do.
- 9:27In a nutshell, we value and sell companies.
- 9:29So we do business evaluation for lots of reasons.
- 9:32They're, you know, I think the average person may not realize
- 9:37when a business valuation is needed death, right?
- 9:42If there's a a death and the decedent owns a fractional
- 9:46interest in a company, in order to settle out the the estate,
- 9:51you're going to need a business valuation gift taxes.
- 9:54If you're going to gift shares of a company to children or to,
- 9:59you know, other people, the you're going to need to have a
- 10:01valuation put on that on that gift size.
- 10:05We help for internal planning purposes, you know partnership
- 10:09transitions with internal buyouts and buy insurance
- 10:14litigation support. You know whenever all
- 10:18partnerships start out well and not and many of them don't end
- 10:21well, when they don't end well and there it's a business
- 10:24relationship, they often end up in court and there are
- 10:27evaluation issues that have to be litigated and so I can get
- 10:30called in as an expert witness. We help with M&A work as well
- 10:35too. So if somebody wants to sell
- 10:36their company and they want to know, you know what is the
- 10:38company worth, we help in that regard and we also help with the
- 10:43transaction side. So if a client is looking to
- 10:48exit their business through our Windward Advisors platform, we
- 10:53execute that transaction. So we do sell side advisory
- 10:56mainly. Some select buy side advisory as
- 10:59well too. So Cornerstone is really focused
- 11:03on doing the business valuations.
- 11:05Windward gets more involved in handling the actual transaction,
- 11:09maybe getting the business prepared for sale, sort of
- 11:15guiding them through that M and a process helping them find and
- 11:17vet buyers. Am I understanding that
- 11:19correctly? Yeah, Yeah, you got that right.
- 11:22Just because there are certain professional liability issues
- 11:26associated with business valuation because when I sign on
- 11:28a business valuation report, it's kind of like an audit.
- 11:31So to keep the to keep the practices separate and and the
- 11:35liability issues separate, we run the business valuation
- 11:39through Cornerstone and we run the M&A advisory through
- 11:42Windward got. It OK.
- 11:44So Cornerstone has been around for over 25 years.
- 11:48You've been there for about 12, right.
- 11:51Can you share a specific challenge in the early days that
- 11:56helped to shape how you approach business going forward?
- 12:00Yeah, So Cornerstone was a a pretty smooth transition,
- 12:04honestly, because I had the, I had the the luxury of having a
- 12:09stable paycheck at from the university.
- 12:13So I had my full time faculty position and I had the
- 12:18consulting practice outside. So I was able to make the
- 12:21transition from academics back into the private sector pretty
- 12:26easily because I had, you know, I had the stability of the
- 12:30academic paycheck. And then the cornerstone is I,
- 12:34you know, is my side hustle, if you want to call it that.
- 12:37Over time, you know, the, the practice grew and I had to make
- 12:41a choice about what I wanted to do to be fair to everybody.
- 12:44And so I ended up leaving academics and, and pursuing
- 12:48cornerstone and, and the M&A advisory.
- 12:51So the challenge is there. It was actually a pretty, pretty
- 12:57smooth transition. I think, you know, if anything
- 13:01it was balancing my responsibilities to the
- 13:04university along with the responsibilities to the
- 13:07practice. Which is why you eventually
- 13:10decided to focus 100% on the practice.
- 13:13Correct. You know, and you talked about
- 13:16how, you know, when you sign evaluation, it's kind of like
- 13:20signing an audit. So like, this is a, you know,
- 13:23pretty significant document. This isn't just writing some
- 13:26numbers on the back of a napkin, right?
- 13:29So what steps do you guys take to ensure that your valuations
- 13:34will stand up under scrutiny? Yeah.
- 13:36So all of the valuations, let me backtrack just a moment and and
- 13:42talk about valuations, the quote products that we sell.
- 13:46So valuations come in a couple different flavors much like
- 13:51financial statement preparation from accountants, right.
- 13:53So you can get evaluation that is like the audited financial
- 13:57statement version we call and that results in what we call an
- 14:00opinion of value and that has the highest level of review and
- 14:05the highest level of professional liability.
- 14:09You know, if a business owner came to me and said, Hey, I just
- 14:12want to know what my company's worth.
- 14:14You know, I've got a amicable partnership situation and they
- 14:18want to buy in more equity. We could do what we call a
- 14:21calculation of value that is a little less rigorous.
- 14:23And I, I tell people that it's a lot like compiled financial
- 14:27statements as opposed to audited financial statements.
- 14:30So when we do the, the opinion of value, the more formal
- 14:33valuation work I draft or if I'm, if, if I'm the lead on the
- 14:38project, I will draft the the report and then I pass it to one
- 14:42of my partners for review and one of my colleagues for review.
- 14:45So we always have a, a second set of eyes, in some cases a
- 14:48third set of eyes on the, on the project.
- 14:52Analysts are working on it, mid level people are working on it
- 14:56and then the senior project lead is also working on it.
- 14:59So is it the case where like you're just, you know, you need
- 15:02to find what the revenue is, the EBITDA and then, you know, you
- 15:05multiply it by sort of multiplier that's typical for
- 15:10the industry, right? That's a pretty straightforward
- 15:13approach. You got it.
- 15:14You hit on a topic I talk a lot about and that is the difference
- 15:19between price and value. And so you know, the market
- 15:23prices, assets, right? And I, I told people, you know,
- 15:26I got, I'm going to have to come up with a more current example.
- 15:29But if you guys remember the, the GameStop thing, when
- 15:34GameStop stock was going through the roof, right?
- 15:36So what was happening? The market was bidding up the,
- 15:38the price of GameStop stock, but fundamentally nothing really
- 15:42changed about the, the business, right?
- 15:44And so when the market realized that, hey, you know, the,
- 15:47nothing really has changed about this business, what happened to
- 15:49the price that came back down, right?
- 15:51And so that's kind of the difference between value and and
- 15:54price. So when we take a company of the
- 15:57market, we're trying to price the company, you know, as
- 16:00favorably as we can for the client.
- 16:02We want to get the highest price for the client.
- 16:05When we do evaluation, we are trying to determine the true
- 16:09value with a capital V The, the, the problem is that it's an
- 16:14unobservable variable. Like nobody knows the value of a
- 16:17company really. We can, we can estimate the
- 16:20value of a company. And so whenever I, whenever I do
- 16:23valuation work, I always tell my clients that it look, if you
- 16:28want me to tell you what the company is worth, I can't tell
- 16:31you that. I can tell you my opinion of
- 16:33what I think it's worth. And, and the reality is that if
- 16:37anybody ever tells you that you know, I'm looking at your
- 16:39company and it's worth X, they're not telling you the
- 16:42truth. Their opinion is worth X.
- 16:45It's not an observable variable, so we estimated.
- 16:48What do you mean by it's not an observable variable?
- 16:50Are you just saying that, well, it's worth what somebody is
- 16:54willing to pay and we don't know what that number is until we
- 16:56take it to market? Well, I would, I would say that
- 17:00you, you can't observe the value until a transaction happens, but
- 17:05then you know, it gets into this Gray area between price and
- 17:08value anyway. So when we try, so we have
- 17:10techniques that we use to try to estimate the value of the
- 17:13company. We look at the, the cash flows
- 17:15that the that the company is generating, right.
- 17:17Whenever I was teaching finance classes to to students at the
- 17:22university, I always said that the value of any asset is the
- 17:25present value of the expected future cash flows that the
- 17:28assets going to generate, whether that's a company or a
- 17:31piece of equipment or whatever. So we that's one approach that
- 17:34we take. We call that the income
- 17:35approach. We look at the cash flows that
- 17:37the company generates, we find an appropriate risk adjusted
- 17:41required rate of return and we find the present value of those
- 17:44cash flows. That's the that that's one
- 17:47indication of value. So basically just to break that
- 17:50down into kind of layman's terms, I think what you're
- 17:52saying, Greg, is how much money do we think this company can
- 17:57make going forward? In today's IT, yes, in today's
- 18:01terms, right. And so you know, $1.10 years
- 18:04from today is not worth a dollar today, right.
- 18:07So, so that's one approach. We call that the income
- 18:10approach, but we also look at multiples, we call that the
- 18:13market approach. We look at, you know, publicly
- 18:16traded companies that might be similar recent transactions that
- 18:20have happened and we can take multiples from those
- 18:23transactions. And then we zero in on, you
- 18:27know, some of the non quantifiable aspects of the
- 18:31company. Does it have a deep management
- 18:34bench to in the event that the owner dies?
- 18:37And we had these other qualitative effects into the
- 18:41into the analysis and we come up with an opinion of value.
- 18:44So let's pick one of those variables.
- 18:47What was the last one that you just mentioned there, Greg,
- 18:49that? If there's a deep management
- 18:51bench. Management bench, OK, so let's
- 18:54say that there is not a deep management bench and we identify
- 18:58this as being a potential risk. Then are you, you know, dividing
- 19:05by, you know, a certain percentage like you take, hey,
- 19:08we thought this business going to be worth a million, but
- 19:10because the management bench is a risk, like we're going to say
- 19:14it's worth 925 instead. Yeah.
- 19:18So just to your your your point about risk, you know in very,
- 19:24very simple terms of value, you can think of it as benefit
- 19:28divided by risk. Benefit would be the cash flows,
- 19:31risk are the the risk factors and we we use what we call the
- 19:36required rate of return to quantify those risk factors.
- 19:40So the deep management bench example is makes a company more
- 19:46risky. So if the if a company is more
- 19:48risky, the required rate of return is going to go up.
- 19:51So if you think about this, this fraction benefit divided by
- 19:55risk, if risk goes up, all else equal value is going to go down.
- 19:59We try to, we try to estimate some of these qualitative
- 20:04factors, but you know, admittedly they're subjective
- 20:07and you know, there's a lot of theory out there about how best
- 20:11to estimate some of these qualitative factors.
- 20:13But I don't know that there's, I don't know that anybody has like
- 20:17the silver bullet for how to put a number on these.
- 20:20We look at it. And there's always sliding
- 20:23scales of, you know, how much is this going to impact the value,
- 20:27right? I mean, if, if I've got a
- 20:30business owner who's in his mid 60s and has no bench, well, it's
- 20:36obviously more risky than a startup company with somebody in
- 20:40their mid 30s that is building a bench, right?
- 20:43And so, so we try to assess that as qualitatively and as
- 20:47accurately as we can. OK, why do some folks call you
- 20:51the Blue Collar Scholar? Yeah, so I, I told you a little
- 20:56bit about my, my early background working, painting
- 20:59bridges and, and doing all that stuff.
- 21:01So I come from a blue collar background, probably my father
- 21:06was a blue collar entrepreneur. And you know, it was a huge
- 21:10influence on my life, taught me how to do a lot of things,
- 21:13taught me the value of hard work.
- 21:15And, you know, having been, you know, climbing steel and
- 21:19painting bridges and doing like, you know, hard kind of physical
- 21:23work, I think I bring a a blue collar mentality to what is
- 21:29really not a blue collar profession right now.
- 21:31You when people think about investment banking or business
- 21:33valuation, they think about a very white collar type job.
- 21:37But a lot of the business owners that I deal with are, are people
- 21:41like my father or, you know, companies like I had the
- 21:44industrial painting companies. And you know, so having the, the
- 21:50academic background to be able to bring that academic rigor to
- 21:54the engagements that I that I take on, as well as the, you
- 21:58know, the hard work blue collar background.
- 22:01It's kind of an interesting blend of real world hard work
- 22:06and academic theory. So that kind of came up with the
- 22:10name Blue Collar Scholar. I like it.
- 22:14Who's an ideal client for cornerstone valuation, whether
- 22:18it's geography, size, industry? Yeah.
- 22:23So value ranges, you know, we like to work with companies
- 22:29where the transaction value for M&A activity is going to be in
- 22:33the, you know, call it 15 to 200 million range.
- 22:38And you know, so in, in terms of what they call EBITDA earnings,
- 22:42you know, 2 million in EBITDA and up.
- 22:45Generally I, I tend not to put hard fast rules on that because
- 22:51there may be some early stage companies that are recurring
- 22:55revenue type model companies that that would attract, that
- 23:00would attract the type of buyer audience that we do well with.
- 23:06But generally speaking, I would say, you know, the 15 to 200
- 23:09million enterprise value range geography, we're, you know,
- 23:14we've done transactions across the country.
- 23:16So there's really no geographic limitation in terms of
- 23:20industries. I, you know, I, I like
- 23:24infrastructure engineering type companies.
- 23:26I've done a lot with that. But I also bring to all my
- 23:29engagements a, you know, a, a deep understanding of
- 23:32technology. When I was in academics, I've,
- 23:35you know, reviewed and and and sampled and worked with many,
- 23:40many Ed tech providers. I've probably a third of my
- 23:46valuation book of business is tech related in some form or
- 23:50fashion. And I think now is, you know, as
- 23:53we look at, you know, what we typically think is like
- 23:58traditional blue collar industries, technologies
- 24:01everywhere. So I, I'm active with the
- 24:04Virginia Manufacturers Association and tech enabled
- 24:07manufacturing is, is, you know, is huge.
- 24:11And I think, you know, when I was doing academic research,
- 24:14right, we had to learn programming.
- 24:16We had to learn, I mean, we were immersed in, in all this stuff.
- 24:19So, you know, I had the opportunity early on to work
- 24:23with large language models. And, you know, so I saw, I saw
- 24:28kind of what's now AI, you know, seven years ago when I was doing
- 24:32academic research. How fascinating.
- 24:35What was your opinion back then? Did you have any sense of what
- 24:40we were about to stumble into? I knew it was powerful.
- 24:44So we would do things like take annual report filings and scan
- 24:49them for certain keywords to assess sediment of management or
- 24:55the company. And so it was out there and it
- 24:58was happening. What I didn't realize was how
- 25:01seamless the interface was going to become and that is the thing
- 25:05that I think is just mind blowing.
- 25:08Any predictions on where it's going?
- 25:12Right. If I had that one, I, you know,
- 25:14I think, you know, there are, there are a lot of people who
- 25:18are, you know, scared to death about AIII think that I think
- 25:23that it's going to create a division.
- 25:27And, and I, I, you know, I still have like relations and
- 25:31academics. My wife is still a finance
- 25:32professor. And, and so I'm still, my head
- 25:35is still there and, and I see the challenges that young people
- 25:39are facing now by just relying on AI to do a lot of the
- 25:45thinking form. So I, I think that there's going
- 25:47to be this bifurcation between people who can actually think
- 25:51and then people who rely on AI. And that scares the crap out of
- 25:54me because I would say that, you know, human nature is such that
- 25:58we may take the path of least resistance when it comes to
- 26:01doing the heavy lifting. And unless we really, really
- 26:04discipline ourselves to, to structure our educational system
- 26:09and our, and our work environment.
- 26:10So people are actually thinking, I think there's going to be big
- 26:14problems there. I tend to agree with that.
- 26:17So who are your ideal clients for Windward?
- 26:21Yeah. So I will say that whenever I
- 26:25talk about M&A advisory, I always divide the world of
- 26:30buyers of companies into two camps.
- 26:32So on one hand, you have what I call owner operators, and these
- 26:36would be people who let the corporate job get an SBA loan
- 26:39and buy a company, right? And then the other group or what
- 26:43I call professional buyers, strategics and private equity
- 26:46firms. And it's really important if
- 26:48you're going to sell your company that you know who you're
- 26:51selling to because the process that you use to appeal to these
- 26:54two audiences is vastly different.
- 26:56So we work with companies who are selling to professional
- 26:59buyers, to strategics and private equity firms.
- 27:03The the owner operated. Generally this breaks on size by
- 27:07the way, smaller companies are generally acquired by owner
- 27:12operators, not always, but generally.
- 27:16So the the process that one takes to sell a company to a
- 27:22professional buyer is a much more rigorous process.
- 27:25There's, you know, due diligence, there's cultivating
- 27:28the buyers list and you know really importantly the way that
- 27:33a companies are marketed to owner operators as much like the
- 27:37way a house is sold in the market, you put a price on it.
- 27:40When we take a company to the market, we never put a price on
- 27:43it. We let the market decide the
- 27:45price. So we create an auction process
- 27:48among these private equity firms and strategic buyers for a
- 27:52particular company. And it's a very disciplined
- 27:55process. And you know, getting a letter
- 27:57of intent is like the easy part. Now, once you get the letter of
- 28:00intent, you got to get it from LOI to close and you have to
- 28:03take the company through the due diligence process, which is
- 28:05pretty rigorous when you're dealing with professional
- 28:08buyers. And so we excel in working with
- 28:12companies that are selling to professional buyers.
- 28:15And so are there particular industries or I think the
- 28:20geography is probably the same answer as before, you're kind of
- 28:23agnostic there? Yeah, industry strengths are
- 28:28tech firms, Ed tech, prop tech, manufacturing tech, engineering
- 28:34and infrastructure firms. I would say the, you know, my
- 28:39partner's at Windward. Between us we have probably sold
- 28:43companies and virtually every industry through my valuation
- 28:48practice, I've been under the hood of companies and virtually
- 28:50every industry. So I think that the combination
- 28:53of coming from the valuation background into M&A has really
- 28:57set me up well to understand the value drivers of businesses and
- 29:01understand the activity in those markets who's who are the buyers
- 29:05of companies. And I think when, you know, when
- 29:08somebody's contemplating selling a company, they want to make
- 29:11sure that the the person representing them is going to be
- 29:15able to market the company to to a group of buyers that are going
- 29:19to be good buyers for the company.
- 29:22You know, we mentioned before how you speak at a lot of
- 29:25events, Virginia Bar Association, Virginia CEOs and
- 29:29Virginia manufacturers. What are the common questions or
- 29:32concerns that you're hearing from business owners and their
- 29:36advisors about exit planning and M&A?
- 29:39Yeah, yeah, I, I hear a lot about, you know, I'm thinking
- 29:43to, I'm thinking about selling my company.
- 29:45What do I need to do to make it more valuable?
- 29:48And, and I always, I always tell people like that, that, you
- 29:51know, the best time to start thinking about when to sell your
- 29:54business was three years ago. So you really want to have three
- 29:58good years of financial data. That's really important.
- 30:02So if it means going back and restating some of the financial
- 30:06data because now you're ready to sell, then that's what it takes.
- 30:09But you, you need 3 good years of clean financial data.
- 30:13And then you want to look at the drivers of, of, of value, you
- 30:17know, does the company have a high degree of customer
- 30:20concentration or vendor concentration or employee
- 30:23concentration? You know, is it work, is it
- 30:27working capital intensive or is it working capital light?
- 30:31Those are, are big value drivers.
- 30:33You know, the company, is it generating, is it generating
- 30:37profitable cash flows year after year?
- 30:40Is there a good growth trajectory that we can sell on?
- 30:43So when, when we take a company to the market, I always want to
- 30:47do a a bottoms up forecast of the next year so that I can take
- 30:52to the market. A whether it's a pipeline of
- 30:56work or backlog or something like that, I can take that to
- 30:59the market and and tell buyers, look, you know, yeah, the last
- 31:02three years are really good, but it wasn't a fluke because look
- 31:05at the forecast for the coming year.
- 31:07Now I put some pressure on the owners to be able to make those
- 31:09numbers. So we're very realistic in in
- 31:11the forecast that we develop, but but we always want to try to
- 31:15sell on a forward run rate. If, if a companies in a in a
- 31:19growth trajectory, you know, where are they at in that
- 31:21trajectory? Are they getting ready to peak
- 31:23or are they just now hitting the, you know, the steep part of
- 31:26that that trajectory? So, so there's a lot that goes
- 31:29into, you know, timing, timing the the exit.
- 31:34But but yeah, but those key value drivers never go away.
- 31:37Is it generating cash flows? Is it working capital light?
- 31:40Is it no customer, vendor concentration, those sorts of
- 31:44things? You mentioned that maybe it
- 31:47would be an opportunity or a time for them to restate
- 31:50financial data. What would be a call for that a
- 31:53reason? Yeah, I've got a company right
- 31:55now that I'm working with, very good company.
- 31:59They use cash. I mean it's it's a reasonably
- 32:01good sized company and all their financial statements are on a
- 32:04cash basis. And so we are having them go
- 32:07back and state those on an accrual basis.
- 32:10So that you know accrual basis for you know for those that
- 32:14aren't very familiar with accounting, accrual basis
- 32:17matches revenues with expenses a little bit better than cash, a
- 32:20cash basis basically cash comes in and cash goes out.
- 32:23So you don't see the accounts receivable and the accounts
- 32:26payable on the balance sheet like you would for on an accrual
- 32:30basis. And so generally professional
- 32:33buyers are going to want to see the financial statements on an
- 32:36accrual basis. And, and so we, we're working
- 32:40with them now. We we brought in a third party
- 32:43to help them restate the financials.
- 32:45I know another unique aspect about what you guys do is value
- 32:50building advisory. Can you talk more about that?
- 32:54Yeah, looking through looking through the company from top to
- 33:00bottom, is there customer concentration, is there vendor
- 33:03concentration? How are you handling your 1099
- 33:07employees? We had a, we had a situation
- 33:09with the deal last year that the company was highly reliant on
- 33:131099 employees and there was a potential tax liability after
- 33:17the transaction that we had to that we had to work around.
- 33:20So how are you handling 1090 nines?
- 33:22Are you E verifying if you're selling into a professional
- 33:28buyer and you know, they're going to want to see I nines and
- 33:32E-Verify, those are value drivers.
- 33:36You know, how are you handling your working capital?
- 33:38How are you, you know, how are you handling those those key
- 33:43employees? Is there a deep management
- 33:45bench? So we work with companies and
- 33:47then in those regards to, to address all those issues and,
- 33:51and get them shaped up, you know, in advance of going to the
- 33:55market. Craig, I'm seeing some glitches
- 33:58in your video. Are you noticing the same thing?
- 34:01Yeah. And I don't know where they're
- 34:02coming from. I don't know exactly what's
- 34:06driving that. It's strange.
- 34:10It's like your computer's having a seizure.
- 34:13Yeah, every. Everything is good on my end.
- 34:17I apologize for that. I think it went.
- 34:24Seemed to have settled down OK, so I'm just going to make a note
- 34:27to cut that out. Yeah, Thank you.
- 34:29Do you want to go back and do that?
- 34:35The part about the value drivers, because I think we were
- 34:37getting some video sure fluctuation there.
- 34:42So Craig, I know another unique aspect of what you guys do is
- 34:46what you call value building advisory.
- 34:49Can you say more about that? Yeah, sure.
- 34:51So when we are getting ready to take a company to the market, we
- 34:54want to go from top to bottom and and look through the the
- 34:59risk factors and the the benefit factors.
- 35:02Remember I talked about that benefit divided by risk, right.
- 35:05So you know, on the risk side are are there customer
- 35:10concentration, vendor concentration over reliance on
- 35:14key employees, maybe not the deepest management bench, lack
- 35:19of policies and procedures. These are all risk factors that
- 35:23that bring down the value of a company and we'll work with
- 35:27clients to address those issues on the top part.
- 35:30On the benefit side, you know, is the working capital being
- 35:33managed efficiently? Are they are the margins at
- 35:38least at industry norms, you know, so we'll work with them to
- 35:42try to address those. Are the financial statements
- 35:44properly prepared and formatted? You know, one of the things that
- 35:49it has a huge effect on, on the the price that a company will
- 35:53bring in the market are what we call add backs to the financial
- 35:56statements. Are their expenses being run
- 35:59through the financial statements that a third party buyer would
- 36:02not incur? You know, maybe it's headcount,
- 36:05maybe it's, you know, maybe it's personal expenses.
- 36:09So we'll look through the the financial statements to try to
- 36:11get those ad back. So those are all value building
- 36:15type exercises that we that we work with clients on.
- 36:19How did 1099 employees factor into all of this?
- 36:22Yeah, 1099 is like it's becoming more and more of an issue.
- 36:26We were working with a company last year that was, you know,
- 36:30highly dependent on 1099 employees and it pose a
- 36:33potential tax liability. Luckily they had, they had
- 36:38their, their documents in order and in fact made a solid
- 36:44argument that their employees were, were in fact 1090 nines
- 36:46and not, not W2 employees, but professional buyers are going to
- 36:51look for those. So if, if there's a company
- 36:52that's, you know, heavily reliant on 1099 employees,
- 36:56that's something that we want to look at E-Verify.
- 36:58That's another, another big thing that professional buyers
- 37:02are looking at now. Are there I nines and, and
- 37:05E-Verify for all the employees. So, so those are those are two
- 37:09other issues on the, you know, with respect to labor that that
- 37:13we're seeing a lot of. And so the potential tax
- 37:15consequence is that somebody were to evaluate this and say
- 37:19those folks don't really meet the definition of an independent
- 37:21contractor. They shouldn't have been 1099,
- 37:24they should be W2. You guys owe some payroll tax
- 37:26there. Correct that.
- 37:28That's the, that's the potential problem, yeah.
- 37:30So you have to be careful about. That, yeah, how, how about sales
- 37:34tax liability? Is this coming into play in any
- 37:36of the transactions that you do? Yeah, for for companies that are
- 37:39selling products across state lines, that's another issue.
- 37:42I mean, yeah, the the number of issues is, is, is as infinite as
- 37:48the number of companies out there.
- 37:50But yeah, that that is a potential problem.
- 37:51So if companies are selling goods across state lines, we
- 37:54want to make sure that the sales tax are correct for each state
- 37:57that the company operates in. Is it a, you know, a point of
- 38:00origin or destiny point of destiny sales tax regime and,
- 38:05and all those those different factors that go into the into
- 38:09calculating the sales tax liabilities.
- 38:12I want to go back to the scholar part of the Blue Collar scholar
- 38:16and talk a little bit about some of the research that you did in
- 38:20your academic days. You were exploring some topics
- 38:24like anti takeover provisions and shareholder wealth.
- 38:27Can you share some key insights from that work that are
- 38:31applicable to what you're doing now?
- 38:33Yeah. So I, I think the, the theme to
- 38:37at least the recent research that, that I was working on was,
- 38:42you know, there's very rarely A1 size fits all policy for, for a
- 38:48lot of the things that we hear in, in the business press, for
- 38:52example, we were working a lot with staggered boards or what
- 38:57they call classified boards, where the term of the directors
- 39:02laughs is over. So you may have a, a board of
- 39:05directors broken into thirds, right.
- 39:07And so 1/3 of the, the directors is up for election each year.
- 39:11And, you know, there's been some argument that, hey, look, those
- 39:14are value destroying governance structures because, you know, if
- 39:18an acquiring firm takes over a company with a staggered board,
- 39:22then they have to wait two or three cycles before they have
- 39:25control, full control the board. And then others were like, no,
- 39:30it preserves, you know, long term thinking because you're not
- 39:33getting turnover at every election cycle on the board.
- 39:36And so I, I think that the mainstream academic literature
- 39:42has come down on the side of the fact that classified boards
- 39:46were, you know, value destroying.
- 39:48And I think in, in some of our research, we were showing that
- 39:50in fact, in some instances they may actually be value enhancing.
- 39:54And so I always look for these, I always look for the these, you
- 39:57know, one-size-fits-all statements that people make
- 40:00these blanket statements and then try to find some sort of,
- 40:04you know, a counter argument. I mean, because very rarely are
- 40:07things always that simple, right?
- 40:08It's not so simple to say all classified boards are bad or,
- 40:11you know, pick a topic. And so and so we always tried to
- 40:15find, you know, arguments against the what the mainstream
- 40:19literature was saying at the time.
- 40:21And so is that the position that you officially hold now or is it
- 40:26one of those it depends kind of answers?
- 40:28Yeah, I, I think it kind of depends honestly.
- 40:30I, I think it depends on the company and, and the people who
- 40:33are on the board and, and yeah, so I don't, I don't know that
- 40:38they're always value enhancing. I can't, I would never say that.
- 40:41But I would say that in some cases they are in fact value
- 40:44enhancing because they may, you know, it may be the case.
- 40:47It classified boards enable a company to negotiate for a
- 40:51higher takeover premium, for example.
- 40:54So, yeah, so I think there are instances, I don't think it's,
- 40:58it's that cut and dried, but but that was, you know, the thing
- 41:02with academic research, right? Once you build a data set and
- 41:04you start working on stuff, you really try to find as many
- 41:07applications for that data set because it's such a, such a
- 41:10grind to get the data together. And so research, not just mine,
- 41:16but I think most academics, you're going to see a, a run of
- 41:20a few articles or a few publications in a particular
- 41:23area because of the fact that they put a lot of work into a
- 41:26data set. And so that kind of becomes
- 41:28their their run for a while. They try to get as much mileage
- 41:30out of it as they can. OK, it's hey, I've invested a
- 41:34lot of time and energy into formulating an opinion on this
- 41:38and I'm going to stick my flag in the ground and run with it
- 41:41for a bit. Yeah, I I have months or maybe
- 41:45years building a data set, I'm going to get as many articles
- 41:48out of this data set as I possibly can.
- 41:51In the time that you've been either on the academic side or
- 41:54the corporate side or or both, what's a big change that you've
- 41:58seen in the way that business valuation is handled?
- 42:03I mean, I think the valuation principles are the same.
- 42:06And so I, I was, I, I, I taught finance in the university,
- 42:09right? And it's like, it's kind of like
- 42:11math like 2 and 2 is always going to be 4.
- 42:13The, the principles that we use to value companies the same.
- 42:17I think where we are, you know, starting to see where we're
- 42:22starting to see some changes is, you know, the effects of AI in
- 42:26in writing, actually writing a Business Report or the reliance
- 42:31on maybe AI generated results to say, you know, what's my company
- 42:36worth? And I mean, unless you really do
- 42:39the research, you don't know if Chachi BT is giving you good
- 42:42information or bad. It might sound really
- 42:45impressive, but but you really want a trained set of eyes to be
- 42:48able to look at whatever you're getting out of Chachi BT.
- 42:52They might put you in the zip code and, you know, after
- 42:55review, they might actually have been right, but I don't know if
- 42:58it's luck or if it's skill coming from the AI by side,
- 43:01right. So, you know, I, I, but I do
- 43:04see, I do see AI tools helping with report writing and, and
- 43:09some of the wrote aspects of, of business valuation.
- 43:13But the principles are, are always the same.
- 43:15And at the end of the day, there are qualitative factors that
- 43:19have to get, you know, assessed when you put a, when you put a
- 43:23valuation on a company. So your approach today, it
- 43:26sounds like Greg, is that you're still doing the valuation
- 43:31components, all the research mostly manually by hand.
- 43:36Once you've kind of got that data, then you can feed it into
- 43:40an AI tool to help you compose the actual report that goes to
- 43:44the client. Yeah.
- 43:45Or to proof the report, you know, maybe to, to proof it and,
- 43:49you know, pick up things that, you know, maybe might be another
- 43:56way to think about how to phrase a particular aspect of a, of a
- 44:00report. I don't always, I don't always
- 44:03land on that, by the way. I mean, I'll take their
- 44:06suggestions, but I'm still kind of old school and I like to
- 44:09write my reports myself, so. Which is surprising coming from
- 44:13a guy who got such an early look at the LLMS. Yeah, yeah, No,
- 44:17it's true. I, you know, if I've got to go
- 44:20defend it, I want to make sure that I know exactly where all
- 44:23the stuff came from, so. That, that makes a lot of sense.
- 44:27What's been the best growth lever for you guys?
- 44:31Where do you get most of your new clients from?
- 44:33Yeah, we do. We do a lot talking directly to
- 44:37entrepreneurs and and business owners.
- 44:38So you know the, the M&A world is largely divided into, you
- 44:45know, folks who do what they call sponsored sell side.
- 44:47So they're selling companies for private equity firms that are,
- 44:51you know, have have had them in their portfolio for a while and
- 44:53now they're going to sell them out of their portfolio.
- 44:56We do some of that, but not much.
- 44:58Most of our work is with owners of businesses, founders, family
- 45:03members of businesses who are looking to exit.
- 45:07And so we work with attorneys and wealth advisors and
- 45:12accountants and and other intermediaries who are in front
- 45:15of businesses. And we get in front of
- 45:17businesses ourselves through speaking engagements and through
- 45:20social media and other stuff that we're doing.
- 45:23What do you think the future of each of your firms looks like?
- 45:26Cornerstone and Woodward. Yeah, I think that you know,
- 45:30there's always going to be a need to on the M&A side, there's
- 45:35always going to be a need for that advisory work.
- 45:37I think just because of the the due diligence and and all the
- 45:42other stuff that goes into marketing a company, I don't see
- 45:46that getting disintermediated much.
- 45:49I could see overtime people may be relying more on AI generated
- 45:55reports for non reviewed type valuations, for example.
- 46:02Oh, you know, Anthony, I have a business and Anthony wants to
- 46:06buy a little more equity. Let's come up with something
- 46:09that makes sense. You put it into AI and you come
- 46:12up with a you come up with a value and you shake hands and
- 46:16OK, yeah, this seems fair to me. Good.
- 46:18So I can see getting some of that, you know, getting
- 46:21disintermediated in some of that.
- 46:24But when it comes to litigation support or when it comes to some
- 46:29of the IRS filings that we may have to defend, I still think
- 46:33that there's going to be a need for human touch on that.
- 46:37Say more about when the IRS might get involved in
- 46:40questioning evaluation. Yeah.
- 46:42So if there's a, a large estate and I did evaluation on, you
- 46:47know, a fractional interest in a company and that is state tax
- 46:52filing gets challenged by the IRS or gets audited, then I
- 46:55would have to I'd, I'd be called in to defend, possibly to call
- 47:00to defend my valuation. What does that process look
- 47:02like? Well, the IRS has some pretty
- 47:05skilled business evaluation people working for them as well.
- 47:08In fact, a lot of the, you know, a lot of the guiding laws come
- 47:12from the tax courts. So they would review my
- 47:15valuation and see if they have issues with it.
- 47:19And if they did have issues with it, we would have a meeting and
- 47:22discuss it. Normally it starts just as a
- 47:24meeting and talking through the differences or you know, how did
- 47:28you see this? How did you see that?
- 47:30I have to say in all my years of business valuation, I've never
- 47:34had one formally challenged. I got one time I had a question
- 47:41on evaluation and we work, you know, we work through the, the
- 47:46issue that we disagreed on and, and settled it out.
- 47:50So I but I've never really had one challenge.
- 47:53That's comforting. I'm sure your clients like to
- 47:56hear that. Yeah, yeah.
- 47:58No, it's so. I mean, we, we know, we know the
- 48:02rules. We we know, we know the, the,
- 48:04the guardrails that we have to stay inside of so.
- 48:08For listeners who are business owners maybe thinking about
- 48:13selling their business, are there any resources that you can
- 48:17recommend for them to start to educate themselves?
- 48:20A podcast, a book, something along those lines.
- 48:24Yeah, so I have, I have a podcast, a YouTube channel that
- 48:30I'm putting together, middle marketvalue.com.
- 48:32There's information there. There are, there are lots of
- 48:36good books about selling companies.
- 48:39You know, I, I do see, I do see more, I have to say, I have, I
- 48:44see more information out there on how to buy companies, which
- 48:47is like one of the things that I, I always tell my audiences
- 48:51and, and people I work with. It's like, you know, there's a
- 48:53lot of stuff out there in social media and, and impress about how
- 48:59to buy businesses. And So what that means is that
- 49:02like there's this whole universe of very informed buyers, but how
- 49:05many informed sellers are there really?
- 49:08And so if you are a business owner, you probably want to be
- 49:11an informed seller. And so, so I do, I do some
- 49:15speaking on that in terms of just like general value
- 49:19building. You know, I like, I, I've read a
- 49:24couple books by Alex Formosi. I think that, you know, if you
- 49:27want to ramp up sales and, and you know, get your company
- 49:31juiced up, I think he's got some really clever approaches.
- 49:35I, I'm an active member and entrepreneurs organization.
- 49:39I highly recommend it for business owners.
- 49:42Great educational opportunities there on all aspects, you know,
- 49:47personal self development as well as as well as business
- 49:50development. Alex Hermosi, big name,
- 49:55everybody recognizes. What's one or two of his tips
- 49:58that you take some value from? Thinking about thinking about a
- 50:03model for revenue generation. I think that's his overall
- 50:06theme, right? Like what's your model basically
- 50:08and, and how does it work? And then, you know, like
- 50:10building on that model and you know, the, the, the willingness
- 50:15and, and ability to be able to ditch what doesn't work and
- 50:20double down on things that do work, I think is like always
- 50:23seem to be pretty successful for me.
- 50:25So. And you said something
- 50:26interesting that there's a lot of information out there for
- 50:30people who want to buy a business, not so much for people
- 50:33who want to sell. Why do you think it's so
- 50:35lopsided? Yeah, that's a good question.
- 50:39But I, you know, I saw it back in like the late 80s with real
- 50:42estate, like buy real estate. You know, there are all these
- 50:44courses on how to buy real estate now there's like all
- 50:47these courses or, you know, information things on how to buy
- 50:51businesses. And I, I just think that, you
- 50:53know, sometimes people want easy answers to complex questions
- 50:58and, you know, it's like, oh, I'm just going to go buy a
- 51:01business. Well, yeah, that's fair.
- 51:04You can go do it. But, you know, you're, you
- 51:07should probably know what you're doing if you're going to go buy
- 51:09a business. And, and I don't know that I, I
- 51:11mean, I, I can't say that I've looked at all of the stuff that
- 51:14I've seen out there. It's like sometimes it becomes
- 51:16white noise. I've seen so much of it.
- 51:18But I, I think that, you know, there are, you know, there are
- 51:23people looking for easy answers to some of these more complex
- 51:25questions. You want to try fixing your
- 51:28camera there again. Yeah, I don't know.
- 51:30What the heck? What did you do last time?
- 51:32This helped me. This has never done this before.
- 51:35I don't know what the heck the. Problem is, there's a loose
- 51:37connection. Maybe.
- 51:38Yeah, it's a new loose connection.
- 51:40Sorry about that. That's right.
- 51:42Yeah. So that was a 58 minute mark.
- 51:46OK. Well, and I have a theory why
- 51:48there's so much more information available on the buyer's side,
- 51:52because there's a much bigger pool of people who are potential
- 51:56buyers, right? It's much smaller group of
- 51:58people who have a business that's saleable so.
- 52:01That's that's a fairpoint. Yeah, that is a fairpoint.
- 52:04So, but it's always interesting, and I think that if, you know,
- 52:08every business owner I know that has a reasonably successful
- 52:11business is getting called multiple times a week by private
- 52:13equity firms or investment banks trying to, you know, buy their
- 52:18company. And, you know, I think that
- 52:21business owners need to be armed with some basic understanding of
- 52:25how companies are valued and, you know, how this process works
- 52:29and what they're getting themselves into.
- 52:32Let's shift gears, Greg. I'd like to discuss in a little
- 52:35bit of detail a serious challenge that you've overcome
- 52:39in your life, whether it's personal or professional, how
- 52:42you got through that and what you learned going through it.
- 52:46Yeah, so I told you that I, I used to paint structural steel.
- 52:49So back in 19 it was, I'm going to date myself a little bit
- 52:55here, but back in 1987, I guess it was, I was going into a year,
- 53:04you know, the painting season is pretty cyclical and in the
- 53:08winter time things slow down. And so I was in the dead of
- 53:12winter bidding work and I wasn't getting any work.
- 53:14So I mean, I was like second bidder, third bidder and I
- 53:17wasn't getting any work. And, and I had my guys who were,
- 53:21you know, generally kind of sit, sit for the winter on, you know,
- 53:25unemployment or, you know, whatever they were asking me,
- 53:29hey, what do we got coming up in the spring to, you know, to get
- 53:32going And I didn't have anything.
- 53:34I was getting really nervous and so I had a general contractor
- 53:38acquaintance that I knew who had a, a bridge project that he
- 53:43needed done pretty quickly. And it was going to start in
- 53:46early spring. And I bid it pretty aggressively
- 53:50and I wanted to make sure I had something to keep my guys going.
- 53:54And so I bid this job really aggressively.
- 53:57I got the job and you know, as it turns out, there was like
- 54:01another about a month after that.
- 54:03I got a really nice job with really good money on the, the,
- 54:09the, the good job was in Columbus and the, the one that I
- 54:11took aggressively was in is it was in Pittsburgh.
- 54:15So I have to start this job in Pittsburgh and I've got a tight
- 54:18time schedule. And so I had to split up my
- 54:20cruise. I put a foreman on the job in
- 54:23Pittsburgh and I was starting the bigger job in Ohio to get
- 54:28that thing going. And I, I got a call one day from
- 54:31my foreman in Pittsburgh and he said, Greg, you have to, you
- 54:35have to come to Pittsburgh. So my first question was, did
- 54:38somebody fall? And you're like, no, but you got
- 54:41to get to Pittsburgh. We have some overspray damage.
- 54:43I was like, OK, so I, I drove from Columbus, OH to Pittsburgh
- 54:49and what had happened? The bridge was pretty high.
- 54:52It was about 70 feet up in the air.
- 54:54And they, the tarps from that they had to protect to collect
- 55:01the overspray were whipping in the wind because it was kind of
- 55:05like a wind tunnel where this bridge was at.
- 55:07And so they had dropped the tarps to.
- 55:10So nobody got killed from these tarps whipping up inside of the
- 55:13steel. And they were painting while the
- 55:15overspray from the spray guns kind of fell down under the
- 55:19bridge. And they got carried down this
- 55:21valley and they did a bunch of, they did a bunch of overspray
- 55:24damage. And that, that instance taught
- 55:29me the difference between per claim and per occurrence
- 55:32insurance. And so I had to pay a deductible
- 55:36for every claim that that got, you know, that got filed against
- 55:42that job. And it just so happened to
- 55:44complicate matters at the time, the same day there, there was
- 55:48like a blast furnace explosion or something in Pittsburgh.
- 55:51And there was like dust over all these cars.
- 55:53So there were so many claims that the insurance company
- 55:55actually set up a job trailer to process claims from my overspray
- 55:59damage. And at the time I was, I was
- 56:03really young at the time. And so I went to the bank and I
- 56:06told the bank that, listen, I'm going to need, I'm going to need
- 56:09money to cover these claims and to keep this thing going.
- 56:13Don't worry. I got enough money on my job in
- 56:15Columbus to be able to to be able to cover this.
- 56:19And I showed them what I had in terms of numbers and they called
- 56:23my line of credit and it bank, it bankrupted me.
- 56:26And so, yeah, it put me under. And so a few things that I
- 56:31learned. First, I wasn't very
- 56:34sophisticated at the time in doing financial projections.
- 56:37I think I probably could have made the argument a little bit
- 56:39better to the bank why they needed to keep this thing going.
- 56:44I didn't have enough moxie at the time to be able to negotiate
- 56:47with other lenders. So, I mean, it just taught me a
- 56:50ton about all that the, the practical implications of how
- 56:55your insurance is written. Yeah, it was just like an
- 56:58incredible learning experience. But it was also, it was also
- 57:02catastrophic in terms of in, in terms of the business and, you
- 57:07know, my family life too, for that matter.
- 57:08So it was, it was a really disastrous time all the way
- 57:11around. The good news was that, you
- 57:14know, I went back to the drawing board and I went, I got educated
- 57:18and I learned a lot of stuff that I didn't know then.
- 57:22And so I always think back to those times and I like, you
- 57:25know, if I knew then what I know now that I could have saved that
- 57:30situation and it would have been a much, much different
- 57:32situation. And so I guess in some ways I
- 57:35kind of like overdosed on education, right?
- 57:37As as a result, did my MBA and finish up my undergraduate
- 57:40degree and I got my PhD And so I'm better for it.
- 57:46You know, there's like the school of Hard Knocks is
- 57:50sometimes a, a, a great place to learn and it makes me empathize
- 57:54with, you know, businesses that are struggling.
- 57:57So it's so much easier when we're looking in the rearview
- 58:00mirror and we're kind of through the dark tunnel and say, OK, I
- 58:04learned some stuff that was hard to go through, but I'm better
- 58:07for it now. But how were you actually
- 58:11getting yourself through that dark tunnel on a day-to-day
- 58:14basis? You're bankrupt.
- 58:16You need money for your family to survive.
- 58:18You don't know what's coming next.
- 58:20Yeah, it, it was, it was tough, There's no doubt about it.
- 58:24I was, you know, went back to work for the family business for
- 58:28a little while, did you know, other painting jobs and then
- 58:32finally decided that, hey, look, I'm going to go back to school
- 58:34and go do this stuff. So that's what I did.
- 58:37I, you know, picked up, picked up the pieces and started doing
- 58:40smaller jobs again. I, I had a reasonably large
- 58:43amount of equipment at the time of all this that I was able to
- 58:47salvage through the bankruptcy. So I, I had like some of it out
- 58:50on the lease that I was leasing out some of my equipment.
- 58:53And so I mean, I was able to, you know, I was able to hustle
- 58:57up a buck to, to keep things going, but the marriage
- 58:59ultimately dissolved. And, you know, it's like, you
- 59:03know, but I was young at the time.
- 59:04So, you know, yeah, live and learn.
- 59:07I, you know, made it through. Yeah.
- 59:10What advice would you have for your clients or for listeners?
- 59:15We're in a tough business situation similar to that.
- 59:18Yeah, the, the, I, I would say that, you know, one thing that I
- 59:21learned from that experience was that there's always, there's
- 59:23always a work around there. There's always a way to pull
- 59:26this thing together. And sometimes, you know,
- 59:30bankruptcy isn't necessarily always a bad thing.
- 59:33It's like maybe it's the the smartest move, but you just want
- 59:36to do it on your terms and not, you know, have a forced force
- 59:40upon you. And so, you know, I think just
- 59:44being creative, thinking through challenging situations, you
- 59:49know, generally things are not as bleak as you might think they
- 59:53are at the time. There's, there's generally a way
- 59:56to put, you know, to, to find a plan or a workaround from this
- 1:00:00current situation. So I, I think that that's really
- 1:00:03important. I mean, honestly, what when I'm
- 1:00:06dealing with companies that are going to the market, they're
- 1:00:08generally not in this shape, right?
- 1:00:09So we're not, we're not selling distressed companies.
- 1:00:12However, I have had many many. People that are acquaintances
- 1:00:16and people that I know through the business community ask my
- 1:00:19advice on very challenging situations.
- 1:00:21And I, and I always share that with them that, hey, look, let's
- 1:00:24come up with a plan and, and try to find a way through this.
- 1:00:27And it's not really what I do for a living.
- 1:00:30And, and I don't know that that that's, that I want to make a
- 1:00:33living doing it. But when somebody, when somebody
- 1:00:37facing, you know, serious challenges, I'm always willing
- 1:00:40to try to help out as best I can.
- 1:00:41And to the extent that they can learn from my experience, that's
- 1:00:43great. And, you know, generally you get
- 1:00:47some reasonably smart people together in a room, they're
- 1:00:49going to come up with a good answer for, for whatever the
- 1:00:51challenge is. So as you look back at what you
- 1:00:53went through, Greg, you know, you made the comment, oh, if I
- 1:00:56only knew then, but I know now, you know, I could have worked
- 1:01:00through that situation. You didn't have that experience,
- 1:01:02though. But looking back, you know,
- 1:01:05would you have coached younger Greg to seek the counsel of some
- 1:01:09more experienced folks that maybe could have helped talk you
- 1:01:12through that? Yeah, You know, that's an
- 1:01:15interesting question. I, my father was a huge
- 1:01:19influence on my life. He taught me, you know, a very,
- 1:01:23very solid work ethic and you know, how to do all kind of
- 1:01:27stuff that, you know, a lot of young people today don't know
- 1:01:30how to do. It's kind of like my blue collar
- 1:01:32roots. But he wasn't the best mentor, I
- 1:01:35don't think in terms of, you know, maybe guiding me on a
- 1:01:39career path. And so the one thing that, you
- 1:01:42know, if I could rewind the clock and go back, I probably
- 1:01:45would have stayed in school and not not pursued the painting
- 1:01:49company. And you know, if, you know, if I
- 1:01:52were counseling young people today, I would say like, finish
- 1:01:56your education first. Go work for somebody for a
- 1:01:58while, Make sure this is what you want to do, and then you can
- 1:02:01get into it and I'll help you however I can.
- 1:02:04My, my trajectory didn't take that path.
- 1:02:08And you know, it should have, would have, could have.
- 1:02:11But I think in retrospect, you know, it taught me the value of
- 1:02:14really good mentors and, and, and good role models.
- 1:02:18And, you know, that's, that's one thing I, when I acquired
- 1:02:22Cornerstone valuation, I will say that, you know, and I was
- 1:02:25later in life when I, when I started acquiring Cornerstone
- 1:02:27valuation, but the gentleman that I had the opportunity to
- 1:02:30buy Cornerstone from Jim Edge was, you know, he, he was a
- 1:02:35great in some ways. I mean, I, I, it's kind of silly
- 1:02:37for me to say it. I was a, a full grown adult, but
- 1:02:39he was kind of like a mentor to me in a lot of ways.
- 1:02:41And, and I think that, you know, if I would have had some counsel
- 1:02:45like that when I was younger, I probably my life would have
- 1:02:48taken a different, maybe a different turn.
- 1:02:50But but yeah, I, you know, I, I really came to value good
- 1:02:56mentorship and how important that is, especially for young
- 1:02:59people. I've just got one more question
- 1:03:02for you today, Greg. But before I ask, I want to do 3
- 1:03:05quick things for the audience. We mentioned this website before
- 1:03:10earlier in the interview, but if you want to get in touch with
- 1:03:12Greg Waller, middle marketvalue.com, go to
- 1:03:15middlemarketvalue.com. That'll direct to both
- 1:03:19Cornerstone as well as Windward. And there's YouTube video
- 1:03:24content in there that can help guide you and teach you the
- 1:03:27things that you need to know. Middle marketvalue.com.
- 1:03:29Anything else that they'll find there, Greg?
- 1:03:33Little tidbits, information pieces on, you know, how
- 1:03:37companies are valued, how companies are sold.
- 1:03:39You know, I'm trying to make it as informational as possible.
- 1:03:44All right, so middle marketvalue.com.
- 1:03:46And for those folks enjoying the show today, please take a moment
- 1:03:49to subscribe wherever you're listening.
- 1:03:51It sends a signal that helps others discover our podcast.
- 1:03:54So thank you for taking a quick moment to do that right now.
- 1:03:58And as a reminder, you can be the hero advisor that helps
- 1:04:02clients give their employees access to therapists, doctors
- 1:04:05and prescription meds, while paradoxically increasing their
- 1:04:09net profits, real gains that can change how a business is valued.
- 1:04:13Contact us today at adbackbenefits.com.
- 1:04:15So last question for you, Greg, what is your superpower?
- 1:04:21I never quit, you know that. I've been knocked down.
- 1:04:24I've taken a couple punches to the nose but but I never quit.
- 1:04:29It's that blue collar part of the Blue Collar Scholar.
- 1:04:32That's right, I'm a grinder. Well, Greg Waller from
- 1:04:36Cornerstone Valuation and Woodward Advisory, I want to be
- 1:04:39the first to thank you for sharing both your time and your
- 1:04:42story with us today. I really appreciate you being
- 1:04:44here. Yeah.
- 1:04:45Thank you very much for the opportunity.
- 1:04:46I enjoyed it as well. Folks, that's a wrap on another
- 1:04:49episode of the Inspired Stories podcast.
- 1:04:52Thanks for learning with us. And if one thing stood out, put
- 1:04:55that into action today.