Ep 85 | Don’t Sell Your Business For The Wrong Reasons with Micah Fraim

Welcome to the Exit Engine Podcast, episode 85. Welcome to the Exit Engine Podcast, where we help founders, owners, and entrepreneurs turn their businesses into assets buyers fight for. If you're looking to grow smarter, reduce risk, and ultimately exit stronger, then this is the show for you. I'm your host, Joe Stapleton, and with me as always is my partner in value and salability, Mr. Jon Kniff. Good morning, Jon.

Joe, how are you doing today?

I'm doing fine, man. We're back from the holiday. Uh, you know, it's, uh, this is our first, uh, the real first recording since the holidays, and it's kind of nice to be back into it. How about you?

Yeah, like, exactly. There's so many things that have come up in the news lately and come up with businesses that, uh, that we want to talk about, and we're excited to have our guest today. To talk about this critical part of tax planning and strategic planning. So we're psyched.

Yeah, absolutely. And we're going to talk— actually, we're going to talk a little bit more. We haven't talked much about the tax side of this stuff yet because, again, it is its own animal and it kind of does get into stuff. But there's also something to be said for this stuff because I think this is something that's been happening and coming up a lot, John, right? Which is that everybody right now thinks that exit planning is all about selling their business right now. Right. And we've been trying to— we've been talking, this is, this is going to be, I don't know, we're, we're 75 episodes into this thing, Jon, right? Something like that. And the reality is, is that what we've been trying to say from the entire beginning, from the, from, from the moment we started doing this, was exit planning is not about selling, is it? Well, no.

And it's so funny because, like, it's tough to frame it in this way because Simply for getting clients, right, getting customers for our business. Very few people are putting into Google searches or looking about exit planning, but they are looking for ways to improve their business or grow funding or get more clients. And that's really what exit planning is all about, right? Exit planning is about creating options for your business. And it's, it's, it's making your business more saleable, more sellable, however you put it. And one of the ways to do that is to make it sustainable without yourself, right? So make it not the John Show or the Joe Show or the Micah Show. Make it about the business as itself, as a separate entity from you that can be sold and can be transferred to someone else who wants to pay you for it, a lot of money for it. So it's not dependent on you going forward. So yes.

That's it. That's exactly right. And so, and to know, and starting that early in the, in your business journey, as early as possible, is important. And here's why, okay? Because when you're growing a business, we can all attest to this, okay? It, it takes a lot out of you, right? There's a lot going on here. You, you might spend 15, 20 years working 60, 80, 120 hours a week, right? That is not uncommon.

You get calls on Saturday night, like I got calls on Saturday night when the network Was when the Cisco server or the Cisco networking router was not working, and I had to go in and literally meet a guy with like a club t-shirt on that had come from— fortunately, he was in New York. He met me in the city at like 9— no, like 11 o'clock at night, and we fixed the thing together. I didn't do anything. I just opened the door for him. But like, I just distinctly remember him coming in, and like, I was the one who was called to do that.

Like, you had to— you had to be the one opening the door because it was your door. Right? And that's the thing. And so, you know, the reality is, there's— as the founders and owners of these companies, it is on us to, you know, to make these things go to a point. But then there comes a point, John, okay, where that just doesn't work anymore, right? There comes a point during this process, and this happens to everybody, where scaling, growing your company becomes a completely different animal than what you've been doing before. It has to. In order to get to the next level, right? And John, I'm gonna give you your opportunity right now to say our favorite line, right?

Oh yeah, yeah, what got you here will not get you there.

Yeah, that's it, man. Because they're— so, so the reality is most businesses aren't failing at the $5 million revenue mark because the— because of the founder, right? They're not growing, they're not failing because you didn't work hard enough. They're starting to not be what you want it to be because You're not— you don't know how to scale, right? You're not— the growth isn't about— you're not able to grow through this kind of chaos, right? More tax pain, more time away from the life you're trying to build and all that stuff. Okay, that's not working for you anymore. The good news is, okay, exit planning and some specific things around tax planning and some, some, some work around accounting and things like that could put you in a position where Maybe selling isn't the next thing that you do, right? Not saying it's not a thing you do eventually, but it's not necessarily what you're all about, right? So in today's episode, we're going to talk about what happens after that first wave of success, okay? When you start, you're, you're making money, right? But maybe you've hit a wall. You're growing, but it doesn't feel sustainable. You're out there, you're making this thing happen, everything's going, everything's dependent on you, Right? You've got revenue, but there's no path to see where— how this ends, right? That's where today's guest is going to come in. Okay, so we're going to talk with Micah Frame today. Micah is a CPA with a different kind of practice, okay? He's got one that's built not just around tax savings, but around helping scalable businesses grow profitably and strategically with a path to long-term value creation. Okay? He's the CPA who's trying to talk you into not selling your business, when you come to him with a deal. Okay. And the reason he's doing that is because he knows some things. Okay. He's seen a lot of stuff and he's helped countless of online and growth-minded founders avoid this successful but stuck trap. And then we see this all the time, don't we, John?

Yeah. I mean, each and every day we see these people in these places where they're burnt out. They've been working a ton. They, they want Um, they want to leave and they want to be done with this, but, but it's not the right— most of the time it's not the right deal for them. It's just the deal that's presented to them first.

That's it. And of course, when you're tired and you think this is the only way out, that's the thing. But what we're here to tell you today, what Micah is going to tell you today, is stop and wait a second, okay? Talk to some people, right? I know you're tired. I know this feels like the only thing in the world, but the reality is, is that There are more options and more things you should probably consider. And we're gonna talk about that with Micah in just a minute. But first, John, let's talk about the new ExitEngine ecosystem. We've just launched what we think is gonna be a very valuable and important platform for those of you who care enough about your business and your own future that you're gonna wanna learn to grow towards a successful exit.

It's everything and everyone you'll need to plan and execute a successful exit on your own terms and timeline. ExitEngine helps founders grow smarter and exit stronger by providing diagnostics, roadmaps, coaching, community, and advisory support that reduce risk, increase value, and make their businesses buyer-ready. It's the first exit planning ecosystem in the world, and you can start for free right now. Just go to www.myexitengine.com.

So, John, Micah Frame is the founder of a modern CPA and advisory firm that specializes in scalable high-growth businesses, particularly in online and digitally native industries. While most CPAs obsess over taxes, Micah's approach is more holistic. He works with entrepreneurs not just to minimize taxes, but to maximize business value. He started his career in corporate America working as a business analyst in the railroad industry. He quickly realized he wasn't meant for a big cog in someone else's machine. So he launched his own firm, fell in love with helping founders, and eventually evolved the business to focus on helping scalable companies Grow with Clarity and Confidence. Today, he's a trusted advisor to 7 and 8-figure entrepreneurs looking to grow smarter, avoid plateaus, and exit on their own terms. Micah Frame, welcome to the Exit Engine Podcast.

Thanks for having me, guys.

Awesome, man. So great to have you here because again, we don't meet— and again, CPAs, right? There's a lot of CPAs out there, right? But we know that most CPAs are really— what their real specialty is tax planning. Right. That's really what that— if that— sometimes they're just accountants, sometimes they're bookkeepers, right? There's the CPAs trying to kind of be all over the place. But Micah, you're different. Tell us kind of a little bit about your background, why you came, and what's making you kind of go this way, you know, when you could just be a tax planner.

Yeah. So, I'll try and do the most truncated version of this possible, but Started the business a little over a decade ago. And like you said, I had the most fun dealing with small entrepreneurs where I felt like I was making this immediate tangible benefit to them, where—

Sure.

We change their corporate structure, we find missed deductions, all kind of basic tax planning stuff. And I can, down to the penny, say, okay, we, we saved you $10,000, we saved you $20,000. It was Really, really fun. I get bored really easily. So what I found after a couple years and after I'd gotten better at it and just it became routine like anything else. And even though what was happening with the businesses had changed over the year, the the results weren't really changing because these were much smaller companies, more or less just self-employed people, people who had. jobs that they owned.

Sure.

Which is great, very, very valid way to live. But there was a limit on what I was able to do to help them because there's only so many variables that exist with that. So we started, started working with initially online businesses and then just expanded more into growth-centric businesses because the more peaks and valleys you have and the more things that you've got going on, there's There's risks there, but there's also a tremendous amount of opportunity.

Right.

And with that, we— the bigger the numbers got and the more variance there was in the year-over-year operations, there was a lot more opportunity for ways that we could help them. So as we started dealing with bigger and bigger companies, more complex companies, and a lot of times, especially if you're dealing with the online space, people who are can sell in theory for pretty nice multiples, people who are looking at exiting. And we found pretty quickly that the landscape isn't amazing for that, both in the advice CPAs are giving and like we've talked about a decent bit, the way entrepreneurs are thinking about an exit is kind of the polar opposite of the way that they should be.

Which is fascinating, right? Because again, you would expect that— again, well, here's what we know. First of all, nobody teaches exit planning anywhere. Okay? So, the reality is there isn't any kind of thing that— and that's part of the reason why there's a misnomer about it and why there's misinformation about it, right? I think the second thing is that when people even talk about even selling their businesses, there's no education around the selling part either. Right? And so, people don't even know the process. They don't know what's gonna happen, and they definitely don't really realize what the actual process is gonna do to the value and what they think they're selling the company for. Because, right, Valerie, similar to the way that you've sold your house maybe in the past, you know, there's gonna be some negotiation, and generally, the initial— that initial offer price does not stay.

Or even if it does, you, you talk all the time about earnouts. I would rather take— I would rather have my price dinged all to heck versus the amount of earnouts or other contingencies that get baked into these deals.

Well, yeah, because the control is gone, right? When you, when you have sold your business and you sign on the line that is dotted and you collect some portion of money in the, in, in the down payment You're really— there's a— you have to have a ton of faith in that person and in the business that they're buying, that they're not going to egg and they're not going to screw it up, not going to try and screw you out of the money that you're owed. But also the marketplace, right? There's— to your point earlier about variables, there's so many variables that go into that earnout that really have to hit right in order for you to get paid the amount you think you will.

Yeah. And in the meantime, you know, we all became entrepreneurs so that we Didn't have a boss. And then all of a sudden we have a very, very demanding boss, especially— it's one thing if you're selling to another, someone who's trying to buy it, the business, to have a job and have an income stream for themselves. Especially if you're selling to a group of any kind, the amount of this, the way they're going to put the screws to you on getting, squeezing every last dime of value that they're paying you out of you. Um, I think if people thought past the sale date, I don't know how much the number would drop, but I think it would probably cut it in half, the number of people who would actually go through with it if they thought about the next couple years after they exit.

Well, Micah, I mean, I can throw some numbers to it. I mean, the reality is what we see is essentially that, first of all, about 80%, somewhere between 70 and 80% of all businesses, okay, Will not sell. Okay, that's sorry. This is businesses that make it past the five-year mark because that's one of the biggest cutoffs. Okay, so make it exist. Excuse me. Exist past five years. Okay, and you've got an eighty percent chance of not selling. I mean, just die on the vine over some period of time somewhere. It might be because again the five Ds, right? We talk about death, disability, disagreement, dissolution, and and and.

Divorce.

Divorce, right? But basically, so those are some of the things that get you. But even when you get— even when you grow and you get into, let's say you get to the $5 million revenue mark, which is the next big mark, right? What we see there is that essentially is that about, about 73% of the peo— of those businesses die on the vine, right?

Yeah.

At $5 million. They're making $5 million a year and they go, they, and they will eventually die on the vine because for the same reasons, but because they won't be, because they're not scaling. And the reason they're not scaling is they don't know that's what they should do. And this is what exit planning really is. If you use that exit as the big goal and manage the business to that goal, guess what happens? Everything you want to have happen, basically. Right. Yeah, gotcha.

You know, I was just gonna say, and from your perspective, Micah, like when you're dealing with these people on a tax basis and from a scaling standpoint, like you either think that they can scale or talk a little bit about the engagements that you work with on clients where you start from one perspective of taxes and then sort of work backwards to like, hey, you could scale this business, you could grow this business if you want. And sort of how that works, if you don't mind.

Yeah, so I got— there's, there's 2 subsets of the exit planning work that we get. The, the more frustrating tranche is the people who come to us for exit planning specifically because what they think that means is a business valuation and helping them structure it from an efficient tax perspective.

Right.

And that's a super frustrating thing. To me, because the vast majority of the time when we have the opportunity to actually talk through a situation with somebody, we're trying to convince them not to sell unless they are at retirement age and they're done, or there's some sort of other kind of big factor that's going on there. If, if there's a client who's in their 30s, 40s, or even 50s, I'm like, look, you have 10, 20, 30 years left on this. I know this exit price looks good in theory, but I think the average business, different brokers have different numbers, but I think BizBuySell had one last year where they guessed that it was around 2.5 times SDE is what businesses were selling for.

Sure.

It's like, okay, what are you going to do in 2.5 years? I know this seems like a huge chunk of money, but Unless you've got very concrete plans for the next step, this is going to be gone, and then you've lost out on this income stream. But with all that said, when they come to us for exit planning, the decision is mostly made up. They are usually so burned out, so tired.

Um, well, yeah, when you say exit planning, when the person comes to you for exit planning, do they think exit planning is like the last 60 days, like that they're gonna close in March 31st, right?

Yeah, they— or maybe within the next year, but they want to plan the imminent exit.

Right.

They want to plan the sale of their company. That's what they want.

Yes, right, exactly.

The exit is a byproduct of that. Right. And so that's the— and again, that's a real thing. Look, we know this. This is a weird— this is a tough thing to kind of— the words and the way that this has been described and stuff and the things that have been attached to it over time are You know, look, if you talk from a founder standpoint, and anybody who's actually sold their company refers to themselves as exited founders, right? It's like the— it is the word people use. The problem is that, again, it's a matter of what happens up front and what is a plan, right? And the way that we talk about a plan, and I think, Micah, you're on this page, which is that this plan is a— when we talk about exit planning, we're talking about long-term growth planning, right, that, that has an eventual exit in mind so that you can work towards a number that will actually make it life-changing money, right? Not the short-term stuff that you're talking— that you— that we come across all the time, which is that, oh yeah, they offered me, you know, I have a $600,000, you know, you know, revenue business. They offered me, you know, whatever, 5 times, you know, 5 times discretionary earnings. Right, or whatever. And now, and that's great. And so I'm gonna make, you know, $1.2 million, and that $1.2 million doesn't last very long.

No. And that's one of the things that we, we tr— so I guess on the second half of the business where people, where we have to sort of sneak the exit planning in, that's where we actually get to do real exit planning. Because the people who come to us for the transaction, I can't convince them not to do it. We— all we can do is make it reasonably tax efficient.

Right.

But for the clients who come to us for the tax planning at the advisory side, that's still largely the focus, but we're able to talk to them about, okay, well, let's look at the overall financial health of your business. What are your goals for this? And then we're able to have some exit planning Attributes to that. And that's when we can actually get some of this stuff done. Because we're— myself and 2 other exit planners are working on a book that— it's a, it's a pet project, so it's kind of slow going, but it's talking about not selling your business but turning into an oil well. And for these tax consulting clients, that's one of the things that we try to start thinking about with them immediately is, okay, like you said, what do you want to sell it for? How much income do you need? What's sort of your audacious goal for this? And then we're able to back into that and structuring their business accordingly.

Right.

Because the people who come to us, either internal clients or people who find us from search or referral for exit planning, They're usually so burned out by the time they're thinking about an exit, it's almost too late to do much of the actual exit planning. So if we can catch them when they're still enthusiastic about the business and structure things, then at least in my experience, that's when we actually have success. Once you already have the idea of a sale in mind, um, it's really hard to unring that bell. And of course, then you've got a really short runway to do anything.

And it's a great point too, because, and we find the same thing, right? So we find the same thing is, is it's, it's, I love the way you put it is to unring the bell. It's like once people have that, however big the dollar sign they think it is in their mind, and that, oh, I don't have to do this anymore for 70, 80 hours a week. And I can actually go, I can go away for the weekend or I can sleep late on a Friday or sleep late on a Saturday even. It changes, it sort of, you know, changes their mindset. So yeah. It's just so interesting to hear that, you know, you're doing— you're hearing about this as well from your clients.

Yeah. And that's— it's again, the shorter the runway, the more we can kind of, you know, you want to sleep late on Friday and you want to do all these things. Well, if you got a company that's making half a million dollars, if we have a little bit of runway, we can say, okay, well, all the things you hate on the business, If, if you hired someone, what would it cost to replace you?

Right.

You say it's a quarter million dollars. Okay, well, if you take a couple years to train that super qualified person, have a comp deal that incentivizes them to really replace you, then you've got a semi-passive income stream for $250,000 that you keep for as long as you want to, and then you can sell later if you really want to. But it's all a matter of actually planning and looking at proactively. Um, the, the one exit that I'm working on right now, I shouldn't even call it an exit, the sale transaction that's being worked on right now with a client looking at selling to an equity group. I don't even think they were necessarily actively looking, but they got approached by a group who is looking at their industry and trying to consolidate.

Sure.

And the number on paper, at least right now in this sort of LOI stage, is pretty appealing. And once they got, you know, you just— the dream bubbles popping up in their head of getting to not do this anymore and the next thing they want to do with their time and business and spending time, all those dreams that they've got, once those started to solidify more, it was They hadn't even thought about it before this came. And I'm still, it's largely unable to, uh, persuade them that financially this is a bad decision. And they know it's a bad decision financially, but it's still, the number is big enough and the removal of the burnout and the stress is so appealing that it's really hard to break through that.

That's the stuff, man. This is what goes on. And we've talked about this in several episodes before, the mindset behind all This is right, is what happens when you start to get burned out is that you are not thinking clearly, right? You just aren't. You're not using all the resources that you can. You're not— your faculties aren't there because, again, because you're stressed. You're in, you're in fight or flight, right? And so what you're, what you're doing is when you're running on fumes like that is that the next big whatever, you know, what they say about what it can look like, it's a— they just throw you a donut, but it looks like a life raft. Right? Oh, thanks. And then it all turns out, oh, it's just a donut. The problem is, is that it's a matter of being able to grab onto something. And what, what, what working with people like Micah does, and through Exit Engine, and all, all of these, the people that we have on the show, it's about understanding yourself, looking at the business in a holistic way, and being able to say, oh, you know what, if you just If, if you don't like doing this part, let's go get you someone to do that part, right? Like you just said, let's go get a CEO, right? Let's bring someone else in who can grow this with you, for you, next to you, while you go do the thing you like to do, right? These are all viable options, but people are so burned out that they can't even— they, they can't even think. All they can see is get me out of this. And so our solution has always been Start just a little bit earlier, right?

Right.

A little bit earlier. What do you say to— when you start, when you're talking about people like this, you know, what is your pitch to them about the need? What is the thing that helps them, that staying gives them over these kinds of bad deals? Like, we talk about a deal being bad, but what does that mean? Does it mean the revenue is short? Versus a long-term play. Is that how you see it?

Yeah, that's the main thing that we'll focus on because it's the most easily demonstrable thing where we say, okay, well, if you sell for 3 times what you're earning now, you're going to be 42 years old when, when you're done. And, and I've seen that. It was— they came to us after the sale already happened, but people who did very well sold their business sometimes for great multiples. But they did it in their 30s or 40s, and then 10 years later they still haven't jumped back in to do anything because they're not really sure what to do. And as sort of an aside, um, I think early retirement does some strange things to some people. I'm not sure that that's the best thing for your brain and overall just keeping you—

For your marriage. Yeah.

Yep. No, it's the truth. It's the truth. You're absolutely correct. We see this all the time, you know, without running away from this thing that's giving you pain right now, whatever, even if it's your place, whatever. But what are you running towards? Because if you don't have that plan, if you don't know what's next, trust me, I spent a decade not knowing what the heck I was doing because of that.

Well, yeah, that's all one of the reasons we, when we talk about exit planning, we've thought, we've talked ad nauseam about this on other podcasts, but if you don't have a goal, Right. If the— if your goal is just to get out and you don't have another goal, a personal goal, a financial goal, whatever it happens to be, again, to put forethought into this to say so that you don't— it's not something that you must get rid of, like something that's been in your garage for, you know, a year and it's time to recycle that old lawnmower that I had recently where you're like, wait, no, no, this is a valuable asset that you need to plan, you need to think about, you need to sell. So. But it— but again, we've talked about this a lot, but when those people— when people come to us and they— it's like, I need to get out by June 30th or whatever their fiscal year happens to be, then you're really in a spot to— should I— should, you know, to your point earlier, Micah, do I help them make this bad financial deal or do I counsel them into doing something different?

Yeah, so I mean, depends on how early they get to us, right? With rare exception, my advice is typically, which probably irritates people because they're coming to us for helping on the sale and we're immediately telling them that that's, that's a bad idea. But the only— there's a few exceptions. There can be sort of mitigating circumstances, or especially if someone is, you know, they're 75 years old and they just want to be done.

Mm-hmm.

Like, the shorter the runway is, sure, they're But unless you're really close to retirement age or you've got something kind of otherwise forcing you to do the sale, that's normal. What we're always, almost always trying to push them to not sell. But it really is, I think more than any other factor I've been able to identify, it is the burnout.

Yeah. Hey, I'm Joe Stapleton.

And I'm John Kneff.

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Yeah, they, they could have been in business for 3 decades, but they're still kind of enjoying it. And then it's a very easy discussion. They could be in business for 2 or 3 years, but if they are burned out, there is very little you can do to persuade them.

So let's—

it's a great point. So let's get, let's get a little bit earlier on than the funnel, because you like to say, you know, one of the things that I hear you say is that you're talking about, again, that initial success and the business plateaus. And part of what I think causes that burnout is that you're playing in that same space and nothing's really changing. Maybe, again, you might be able to keep up that $250,000 a year or whatever it is in discretionary earnings, but you're staying there and not moving. What are the things that you see that you're advising? Why do you think that this happens? And what causes the stall and how can founders recognize it earlier in the process before they get burned out?

Yeah, I think the biggest thing is that early on your success is tied not exclusively, but in large, large part to the efforts you as the founder are making. How many hours are you working? How well do you engage with your clients? How good are you at marketing? How good are you at running this, performing this job?

Right.

You as, as the CEO of this tiny company. But then as you get bigger, you actually have to run a business. You have to manage staff, you have to do projections, you have to look at your margins, you have to delegate, you have to do all these things that are, that are, if not more difficult, or at least just a different animal from being a super successful self-employed person. So I think what happens and what contributes to the burnout is that early on, if you worked 80 hours, you had double the productivity of when you worked 40 hours. And so you've got this nice linear growth where the business is going up 20 to 40% a year. And man, this is great. Growing, growing, growing. And then, like you said, you just plateau and it doesn't matter how much harder or more you work. Once it— once you hit a certain scale, there's only so much in results that's going to get. And then you feel like you're just— I think we've all been in this in our own businesses where you just, you're banging your head against the wall where you say, okay, like— Right.

There's not another Saturday night that I can put in or not another Sunday night that I can put in that will get me ahead in order to make this thing more profitable, get more clients, whatever it happens to be. To your point, you're banging your head against the wall because it's like, I'm at my limit. Be like, yes, you are at your limit. That's why you got to do something different. Yeah.

And you're at your limit in terms of hours and effort. But sometimes the part that we don't want to admit is that we're also at our limit in terms of our capability, right? In terms of our talents. And I think ego gets in the way of a lot of us where early on, I am such a great salesman, marketer, operator, whatever, that no one can do it better than me. I can do all this on my own. Then when it turns into a real business that you want to scale, you need to bring in specialists and you need to bring in experts. And if we want to claim that we're, you know, God's gift to business and we are just the smartest operator in the world and that we're wrong on things, that can be a tough pill to swallow for some of us.

Well, yeah, because it's the exact opposite personality of somebody who Right, who doesn't want to work in a big, big company. They want to work. They want to strike out by themselves. They've done it. They've been, in quotes, successful for a period of time. You know, again, I've been there. I remember interviewing somebody. This is like me at like 20. I don't even know how old I was, 25, 26. And I was like, this guy doesn't know what he's talking about. Meanwhile, he had like a decade of experience on me and like knew his stuff. And it was just such ego by me. And so foolish by me to not take his advice and like not hire him. It's like, what was I thinking? But again, that's neither here nor there. But you're exactly right, is ego gets in the way of you working on the business instead of in the business, for lack of a better term.

And it seems like— so you get this first big thing that you call out, right? Which is that, hey, look, there might be— you potentially are the bottleneck is really what you're saying, right? I mean, at the end of the day, you're saying in the nicest possible way, you're going, look, You have done all this great stuff. You have been the person out there doing this. And as John said, but there isn't another Saturday night you can commit. It doesn't exist. And so therefore, that scale no longer— that growth can no longer come because you have basically reached the capacity of the container you're in, right?

Yeah.

And the container essentially is you. So what— how do you help people get over that? And what's the thing that they can do? And what should they be doing earlier before they're burned out to recognize this and change it?

Yeah. So like you said, the biggest thing is getting them early enough when they still have energy and passion for the business, which thankfully for the clients who are coming to us for the tax prep and the tax planning, given the offering that we have that is very advisory focused and helping with growth and efficiency, That's kind of how they're predisposed anyway, right? But then it largely becomes bringing in specialists. Like, I'm— I've said before, I'm, I'm a SEPA, so I know enough to be dangerous. I am really good at my piece of the exit planning process, but I'm not the one who's going to quarterback the entire thing. I'm not a financial advisor. I'm not, I'm not an operations expert.

Right.

But it, it becomes Have taking the sort of short-term pain on profitability of saying, look, if you want to get— give me a goal. If you want to really get to that goal and get out of this, um, where this area that you're, you're stuck in, you're going to need to not only delegate but employ people who are actually qualified to help you Come up with the proper structure on this, the planning. And if they're willing to do that, they're able to— if they're willing to reinvest in the business, even if it's— if they're saying, okay, well, doing all this, we're going to— hiring the consultants I need and the staff I need because I can't keep doing all this stuff on my own.

Right.

My profitability is going to drop $100,000, $200,000 every year for 5 years. If they're willing to do that, then they largely have the right mindset already. They just need people to help them see the pathway. The people who are unwilling to do that, either that they they just they're kind of cheap and they don't want to spend the money. They'd rather have the highest revenue or the highest profit stream for the next couple of years as is humanly possible, or they just can't. They've got enough. Ego or it's too much effort to delegate, then they end up being kind of stalled out. The business stalls out and then they're stuck. And there's this, for the people who have the ego and say, well, I can't, no, my business is too hard to do that. I can't delegate. I can't systematize. I can't do anything. Mike Michalowicz, one of his chapters in Clockwork, he talked about how there was, I always forget the guy's name, but there was some like 17th century painter where painters of that era typically turned out like 100 paintings.

Correct.

And this guy turned out thousands. And the difference was that he realized that the only thing people were coming to him for was that he was the— his style of drawing faces, but that the, the backdrops, the clothes, the props, everything else was the same. So he had a bunch of apprentices That he would farm out everything but the faces. And the point that he makes in the book is he's like, look, if a 17th century old school painter can systematize their business, you can't tell me that yours is so unique that you can't do the same thing.

Yeah, it's like Ford before Ford, right? Specialization and the whole thing and assembly line. Do what you can do, what you do well, and then farm out everything else. That's a great lesson.

Yeah.

Yeah, for sure.

Audience, sorry, one thing. CEPA, we've talked about a couple of times, Certified Exit Planning Advisor, just for everybody out there, um, that we're talking about CEPA. There's a, there's a designation if you want to go check it out. Um, but yeah, check that out when you get a chance.

But, but so then, so when we are talking about growth then, so what we've got so far right now, Mike is saying, is that the first thing is that it's mindset. Right? Where are you? Are you burned out? Are you feeling a little bit like this is— I need to get this over with? You're feeling like you can't stop, take a beat, talk to some people before you do it. Now, you may have gotten— what spurred even talking to Micah or talking to any of us could have been a phone call. That's what John and I used to do, right? We used to be the guy making that phone call. Hey, I got a private equity firm who's looking for companies just like yours. Right? Are you interested in selling? Have you ever considered selling? Oh, well, not really. Okay. Well, how does it go? Well, we're gonna, you know, here's, we're gonna do a, we're gonna look inside, you know, we're gonna, you're gonna, we're gonna ask for a couple of documents. We're gonna look inside some stuff. We're gonna see the thing is, and they're gonna decide whether or not they wanna make an offer to you. And then you're, and then we're gonna go from there. Great. Okay. Fantastic. Well, they get that, you know, they, the first thing we do is we do evaluation. We tell them what their value is and what they're doing, whatever, because it's gonna, because the next thing they're gonna do is get an LOI that's got that number on it or Or probably less than that number on it, and then we're going to tell them you're this, and then they're going to go. Well, that's not that's not no that can't be right. I gotta be worth more than that. I've been doing this and this, and I sacrificed all this time, and my wife won't talk to me anymore, and that's got to be worth something. And you know all these things that get that they have no idea. No, it has nothing to do with that. It literally is here's what your EBITDA is, or here's what your your SDE is. Right. And this is the number, and it's going to be some multiple that, like you said, somewhere between 2, 4, 6x, right? The question is, but then what's going to happen is that then they're going to actually— then they're going to go in, they're going to look at the company, like, like look at everything, right? When you are helping people through these things, what, what's the advice that you're giving them at this point? What are they going to look at? How, how do they come to you and go, oh, I don't have these documents, or— right? There's all kinds of things that can go on.

Well, that's a— that's another reason I think it's a little humbling for people when they do have, especially if it's a PE group looking to buy it versus just another sort of, you know, strategic, or even just another private buyer who's wanting to do it, because, you know, their due diligence is strict. And all the time we'll have it where people are saying, hey, they're asking for this, I just realized I've been doing this wrong for the past 15 years because it doesn't meet the requirements of what they're saying it needs to. I mean, at that point it's hard because it's not that it's too late, but we can help them have the documents cleaner. And if there's anything that's missing that is retrievable, try to retrieve it. But These groups are pretty sharp. It's what they do all day, every day. Yeah.

So it's like we had a client once that was just doing cash accounting and it's like, okay, like when you're— and not that they were selling to a private equity firm, but when you're doing cash accounting, it's like you sort of throw up your hands like, okay, well we can change that going forward. But like you talk about that a little bit, like that's some of the technical things that you see, like How do you work through with clients that they're, that they've been doing something wrong for 15 years? You can, you can fix it going forward, but really there's nothing you can do about things that have been going on for that long a period of time, right?

Yeah. And good or bad, I'm not always incredibly sad if that ends up making it to where the transaction showcases the actual health of the company or lack thereof. And then we're able to say, okay, I didn't think this was the best decision anyway. Now we have these known deficiencies, like you, you are on cash basis, and for a company of any sort of scale, they're going to want it to be on accrual basis.

Right.

You had your business license registrations. It turns out you, you forgot to do a couple of those in a few municipalities, or the numbers weren't right. Or sometimes it can be just more compliance-based where it turns out that people have been paying a bunch of people on 1099 that had no business being 1099. So just little things like that where we're like, okay, it's a shame this didn't work out, at least since that was your goal.

Right.

But now we've got a really nice punch list of deficiencies that we're aware of. If you do want to do this again in a year or 2, cool, we're going to fix these. But also in the meantime, let's talk over the other non-mandatory things that are done, and then we can start to talk about profit gap and value gap. And well, the, the one that nobody talks about, which always surprised me, is, is the wealth gap. Yeah. That's one of the ways that I may— that we're— I say able as if it's— I've got a vested interest in nuking these deals. But the wealth gap is one of the things where we're able to show you can't afford to sell this thing.

Explain that a little bit just for, you know, just explain that in the way that it's come up in your, with your clients, obviously not naming any specifically, but like when you explain that to them, is it, does the light bulb go off above their head?

And this will sound repetitive. It really, it really depends on how burned out they are.

Rarely.

It's not that they don't— yeah, so some people, they can understand, and the light bulb flickers on and turns off because they're so— they just want to be done anyway. But for more savvy entrepreneurs who are really sharp but just hadn't thought about it that way, then, then the light bulb will go off where they're like, okay, wow, this Not only can I not afford this because I don't have the income, I don't have enough wealth to replace it, and this is only going to last 3 years and all these other things, but then we're able to say, look, not— you can want one of two things or a hybrid of the two. If we start to, over the next couple years, start to make these operational changes, you can either have it to where you're companies operating closer to a best-in-class company for your industry, and that will increase your bottom line by $100,000, $200,000, $300,000. But if you're best in class already, when you sell it, then your multiple goes from 3 times to 8 times. So that, for the people who are willing to listen, Yep. that can be this huge aha moment where it's like, wow, this thing right now would sell for $600 grand, but if we may— if we take these steps proactively for the next 5 years, it could sell for, well, $3 million.

It's so funny that you mentioned, like, if they take your— I think you just said if they take your advice or if they listen to you, but like, it's funny when you have a client that hires you and then doesn't do that, right? It's, it's like you give— not that you— not that we give them something that's sort of, uh, I mean, it is proprietary to a degree, but it's, it's logical things we're doing that we're walking them through this, and it's just helping them see in a different way. But then you tell them to do something, or you ask them, hey, this is the way to, to do this to achieve your goals, and then they don't do it, right?

Wouldn't you want to see— get due diligence done at a time when there was no stakes for it? Right? So let's go do that first. Why don't we all just say, hey, look, I don't know, with valuation, this, whatever. It doesn't matter what the valuation is. What matters is what are the things that they're gonna find that are gonna reduce that value at the— during due diligence, right?

Yeah, don't give them the ammunition. Sorry, Joe, continue.

No, you're right.

Don't give them the—

in fact, take all the ammunition away, right? Know all the answers before they ask the questions, right? Put yourself through due diligence. through with Micah, with the exit, with Exit Engine, whatever you do to know what that stuff is. Then you'll know what to fix. And you'll— and it might— look, you might— there are things, Micah, when we could talk about this next. What I want to talk about too is a little bit like there are these like long-term big projects that, that grow value of a company, right? I need a huge new marketing thing or a new product, or I'm going into a new market area. Those are good ways of growing. But the reality is, is that if you just were— when, when someone like you gets to go in and look at the books and look at the business and the underpinning, the underpinnings of the business, and what's been operating the way they've been operating the last 15 years, don't you find things that are relatively easy to fix that directly contribute to the value of the company, like within the first 90 days?

Oh yeah, all the time. Things that, I mean, Having employment agreements, having customer contracts, having systems documented. And I, you know, we're a small company ourselves. I understand that it is, you know, it's a lot easier said than done. And so much of us still end up keeping things in our head that should be documented. But going through that process, like you said, when there's no real stakes, can be pretty eye-opening where most people still run it like it's a job.

Right.

It's not really run like a— it's not run as a saleable business. And I think going through that exercise of saying, hey, I get that this is making you half a million dollars of profit a year, and that's amazing. That puts you in the top 1 to 5% of earners. Good job. You've been pat on the back and incredibly well done. But if you want to transfer this to somebody else, if you don't take these steps, this isn't worth half a million dollars a year to them. It's worth two hundred thousand, and there's going to be a steep, and they're going to have to do all this stuff. They're going to have to and lose and lose customers in the meantime, and do this and do this, and there's going to be a pretty. steep discount that comes with that.

And if they've got someone else just like you in another state that they're talking to in the whole thing, which there is probably, right? That's— they're gonna— who's gonna look better? How much work and effort does the new owner have to put into it? And that's going to directly affect the value and what they— and what the— and, and the, and the offer of the price and all that stuff. So this, guys, this is not rocket science. Like, this isn't crazy Out of the— right, what do you mean exit planning? No, this is how we— as we've been talking about for 70, almost 80 episodes now, and as Mike is saying to you right now, it's like, guys, start when you're not burned out. Start right now, wherever you are. Stop. Okay, if you are a company and you have $2 to $5 million in revenue right now and you're making— you're paying yourself $200 grand a year, okay, stop right now. Right. And get someone to take a look at the business, the underpinnings of the business, and find out exactly where you stand, right, on the, on the exit readiness scale. Just know why. Not because you want to sell tomorrow, but because what you, what you'll learn is, oh, this is the way a buyer is going to see me. And if I can make myself look good in front of any buyer in general, I am raising my, I am raising my value and sellability, A, and B, I just happen to be— I, I'm making myself a healthy, sustainable company in the meantime anyway.

Yeah, it's like, I, I don't know if I ever told this story, but like, it's— you mentioned selling your house. It's like when we were buying the house I'm currently in right now, the seller was actually in the house with us during the inspection. And he, as we were going through like everything, my wife like looked at me and was like, can you distract him and, you know, take him away so I can talk to the The inspection guy. So he's— the guy's like walking me through all of the systems and stuff in the house, like the sinks, and making sure that like I understand that everything works. And I'm like, this is the last thing that I want this guy to be doing. Like, I need to— I need to do this like independent of this guy. He's like walking around being distracting. And it's like, look, like, you have to think like the buyer that you're buying your business from, the buyer that's going to buy your business. Would you overlook these things in the business if you were buying it? And again, that takes a little bit of mental gymnastics, but like, don't, don't assume that someone will, will want to buy your problem, right? No one wants to buy your, your roof that's not leaking. No one's going to buy your system that doesn't, that doesn't, or all the problems in your system and all your systems that are, that are broken. It's no, no, they want a fully functioning system if they're paying what you want to sell it for.

And they want to take it, and in the case of a private equity firm, they want to make 30% on it and resell the next 3 to 5 years.

And they have to because their job is required. So yeah, so, so yes.

And I think that's the, the disconnect for some people, especially smaller owner-operators, is that they went from a job where they were making, say, $50 grand a year, and now with this business, they are making $150,000 or $200,000 a year. So If they're looking at a potential buyer, they're, they're thinking of what it did for them and their lifestyle and how much better it is. Which, if you're going to sell to another somebody, another owner-operator who's going to give you a lower multiple, that you might have to hold at least a partial note on it— if you're, if you're going to do that, then okay. But like you guys are saying, if you're selling to PE or someone who's going to give you the a primo price, it's just a totally different ballgame.

Let me ask you a question about sort of the core sort of tax planning that you're doing, because we deal with this when we're dealing with deals. But do you have— are there typical things you're doing like corporate restructurings, tax advantageous things? Can you talk a little bit about some of the core work you're doing with entrepreneurs when they are in that stage of selling their business? Even if you've worked with them for a year or they're actually at that burnout stage and you're still helping them, even though you've advised them not to do it potentially, what are you doing to the company in most instances?

A lot of times, again, with that runway is better because there's more time. But when it comes towards the end, it's usually just trying to structure the deal to get as much capital gains as possible. And that's relatively Simple, but— and for some businesses it doesn't matter as much. If you have a service-based company that has very little in the way of receivables, you don't have much depreciation recapture you're going to have to cope with, um, doing an asset purchase is totally fine.

Right.

Most of that's going to be capital gains anyway. But if you had something that was, you know, a really equipment-heavy business and you've been operating it for 20, 30 years and you've got $4 million of depreciation recapture you're going to have to cope with, then you have to really push them towards if a stock sale is a possibility. And sometimes it is, sometimes it isn't. But they, they, at the very least, either we say, look, when you're looking at a buyer You either need to sort of try to mandate a stock sale, and here's the reasons why, because otherwise you're going to get hit with $4 million of depreciation recapture at ordinary income tax rates, blah, blah, blah. Or if you can't do that, because I think the stats are somewhere around only like 20 to 30% of business sales are done as stock sales, like 70-ish percent is asset purchases.

Yeah.

If it's not possible, at least we're planning for the tax hit that that's going to— they're going to get hammered with. So at the very least, if they don't do anything else, we have it to where they're informed and it's not this huge surprise. But one of the things, sometimes the deals are already largely structured and we're kind of stuck with the deal as it is. So we tell them, This is what the business sale is going to do in terms of taxes and taxable income, right? But what are some other options of things? You've got all this liquidity now. What are some other ways that you can deploy the capital out that you're going to get to offset against this?

Yep.

If you qualify as a real estate professional or you do, you know, one of the things where it's substantial services with an Airbnb, could you do a cost segregation study? Could you invest in a working oil and gas well? Could you do a land conservation easement? Like, you got all this liquidity now in the year of the sale. Here's how we want to deploy it to—

Right.

In a tax advantageous way. That's a lot of times, unfortunately, that's kind of the— we've got one where It's— they came to us for, again, quote unquote, exit planning, but they already have a buyer in mind, they have a sale price in mind, the buyer is mandating that it be done as an asset purchase. There's not much I can do on that part of the transaction. But if there's anything that they're going to have a huge liquidity event, what can we do to deploy that capital To get you a loss elsewhere on the return to help offset it.

It's unfortunate that you have those constraints, right? When you have a buyer that they come at you with a prepackaged deal to a degree, and it's like they're not willing to negotiate. It's like, well, you're not giving me many levers to pull here, right? It's an asset purchase. You're an asset-intensive business with a lot of depreciation. And once you explain to them that, like, why this buyer's coming to you with this deal, It sort of opens up their eyes a little bit, be like, yeah, you could take this deal, but you're gonna— it's gonna be another— again, you're buying their property, you know, or you're gonna have a problem after you sell the business.

Yeah, absolutely. So I mean, said this a million times on the podcast, the more time we have, the more flexibility we have. Because in the case of the one that I'm thinking about, they're at retirement age. They are done. They are just happy that somebody is coming who is willing to take this off their hands effectively and they just don't have to close it up. So for them, there's not a whole lot of, lot of discussion. But even if I've got another year or 2 or 3, then we can start to, to have more discussions and more maneuvering, um, of how at the very least to make it more tax efficient. But if not, hopefully do some other things to increase the, the valuation.

Yeah. And the thing is too, is that, you know, there are— we talked a little bit earlier about the wealth gap, and I think I want to kind of bring that back for a second just because the thing we talk about, we call it the value gap, but whatever the, you know, again, however you're looking at it, the idea is that this is the difference between what you need for the next phase in your life, whatever that is, and what you're actually going to take away from the transaction when you sell it one day, right? And I want to be clear that Just like when you were surprised at how much money you got when you sold your house because it was getting this price and all these things kind of came off the top. That's another thing that people are not prepared for, right, when they go through this transaction, which is that just because that's the number that's being offered, we've already gone through what happens obviously in due diligence is that number comes down. But then there is a matter of, A, we're going to divide this pay— what is the deal structure? We're going to divide this payment up And you're going to get one, you're going to get 30, 50% of it is going to be in cash. And the other 50% of the value of the deal is going to be paid when these certain things happen. You're going to, we're going to ask you to stay with the business for the next 2 years while we take over and transition and get your people. And you're going to make sure that all your clients stay. You're going to make sure that we integrate together and that we start making money off your thing. And we're going to put all this on you.

Well, and I don't know, y'all deal a lot with the transaction side of it. I, I'm always curious why people go through the deals in those, in those instances. Because for me, I'll just do back of the napkin math and be like, okay, well, when you factor in all these things, here's what you're actually getting on the sale. Right. And wow, that really doesn't seem that great. Because they're giving you this pittance of a salary and you've got all this risk. But I don't know if people— I'm always a little curious because from a financial standpoint, I have a hard time justifying it, but people still seem to go through with the deal.

Yeah, I mean, because again, they have the mindset, right? Like Joe was talking earlier, when we were talking earlier, they have the mindset that they're selling this business and they're going to get they see the top line number. It's like a revenue guy. When you look at revenue, like, oh, there's a— it's a $20 million business. Like, well, yeah, they make, you know, $150,000. Like, well, is that a good thing, right? And people are always focused on the top line number as opposed to the net profit. Oh, $20 million business. Okay. And that's, in my opinion, of what happens is the headline number becomes Almost something that just is like, oh my goodness, I'm gonna sell my business for this.

And by the way, and by the way, that's the number that we're gonna say in the press release, right?

Right.

But let's ask the— just ask the guys at, uh, you know, whatever, at, uh, uh, FanDuel or whatever if they think it was a good deal, right? When they, uh, when they got squeezed out by so many different rounds of funding and the whole thing that they basically ended up with almost nothing by the time the company was sold the 5th So the reality is that, again, that's an extreme example, obviously, but just to illustrate the point that it's a matter of setting what you want that number to be from the beginning, right? Look at— look out here and go, hey, look, and we can help. We can help you do that. Micah can help you do that. Micah can do some calculations and say, hey, look, here's what your business is right now, right? And here's where it can be if we add 10% revenue, right? Year over year, month over month. If we add this stuff, if we can find these efficiencies in the back office, if we could do X, Y, and Z. Right? That's really running a company now because that's what the Fortune 500 people are doing, right? They've got the right people in place and everything they're doing is about, you know, is about increasing profit, decreasing costs, right? While they go and they have got— they've got new business plays on how they get new things, and then they go and they introduce new products and they go into new markets and the whole thing, and that's how growth happens, right? But Growth won't happen just because you want this number. And the reality is the place it starts is by saying, what do you want that number to be? Let's start there and work backwards.

And that's one of the positive things that even though I'm always for turning into an oil well versus the sale, I think that is one of the really positive things about having an eventual sale in mind. Because the other subset that we haven't talked a lot about are the people who have to exit for unforeseen, certain, you know, the 5 Ds or something else where some people are like, you know what, I don't want to sell the business. This is my baby. I love it so much. I'll never want to leave. And even if that's true, they don't realize the risk that that has because you're not in full control of your destiny here. And, um, I had a case with, with a client who I finally got, um, long-term disability insurance A couple years back because a client who was very healthy, very successful business, had no indications, had a major medical event.

Yeah.

And can no— and it's gone. The business is gone. And, and hopefully they'll be able to build it back up. But in the meantime, it just, it evaporated literally overnight. And people don't really— I think having a sale in mind can force people to start to take those steps that maybe they otherwise wouldn't be so inclined to do.

Well, And that's a great, you know, Micah, thank you so much for imparting your wisdom today on our podcast. We appreciate it. You know, I think we need to have a second podcast with you because there's so many insights that we really didn't get a chance to cover. So in the event, you know, where can people get in touch with you? Where's the best place for people to reach out to you and your business?

Yeah, so if they— our main website is framecpa.com. That's framecpa.com. And if they— all our contact information's there, most of the information about our services. Um, that's the best place.

Excellent. Well, Micah, really, really great having you on this thing. There's so much more that we can talk about here, you know, obviously. But I think, look, the big takeaways right here are basically that, first of all, You know, you got to understand really where you are from a number standpoint, from an overall value standpoint now, okay? Before you're burned out, before you're thinking, just understand that, right, Micah? If you took this one step to say, hey, look, here's what my value and salability is today, just know that because that's the kind of thing that's going to start giving you insight. It's going to start saying, oh wait, I do have options. Maybe I do have some choices here. Maybe again, this isn't just about structuring a deal eventually. This is about figuring out what deal am I coming to the table with when someone comes to me, as opposed to reacting to whatever deal they're bringing, right? And, and if I am burned out, and Mike talked a lot about burnout today, understand that if you are— and by the way, the reason he's doing this, guys, is because this is a real thing and you have all felt it. Okay, don't lie. I mean, the reality is we have all been there. And any of us who are entrepreneurs have already spent that time going, when will this end? Right? When will I get to the point at which I'm on the helicopter and everybody else is doing this stuff? And the reality is that that is an intentional place you need to get to. It does not just happen.

And at the beginning of burnout, right? Because we all know that we're, you know, I remember being at the end of 2005 or so, or whatever it was. It's like, all right, I'm getting to that point where I'm almost done. And you know, when you have a little bit of time left and you can do some more things, do that at the beginning. Give Micah time when you talk to him. Don't say that you have something in hand and you— because, because, because he can help you at that point, but he can do so much more for, for you and your business to get so much more money for you if you give him time in order to implement some strategies, think about tax things, and do some strategic planning. That can really set you up for a bigger payday in the future, but you can't do that in 90 days.

So, yeah, that's exactly right. Well, Micah, Micah Frame, thank you so much for joining us on the Exit Engine Podcast. We really appreciate it. We will talk to you again, I'm sure. Guys, stay tuned for this. John, as usual, thank you for being my partner in value and scalability and all this stuff. Guys, you can— there's a lot here you can do. You're going to come, you can look at the description, you're going to be able to find out how to get in touch with Micah if you want. You obviously know about about Exit Engine. This is not the first time we're talking about it. Please go to exitengine.com. Take a look at this, guys. This podcast, please share this. Share it with some a business owner you love. Subscribe to it. We want to know who you are. We want you to come in. We want you to start commenting on this stuff. Let us know how you feel. Is this helpful? Are we getting somewhere with you guys? Do you guys understand this? Are there things? Are there stories? Are there questions? You can reach out to us. You can reach out to me directly at. joe@myexitengine.com. That's j-o@myexitengine.com, or John, j-o-h-n@myexitengine.com. Check us out on LinkedIn. We're all, all over the place. We're on YouTube. We're— we are everywhere. Look for Exit Engine right now. Get some help. Make this your— make this the year that you can start actually living and controlling your own business destiny by getting this stuff done early. Get to Exit Engine right now. John.

Yeah, sorry, I didn't mean to interrupt. Um, uh, just one, one other thing I want to mention that we don't— I don't, I don't do a good job of doing this— is subscribe to this podcast on Apple Podcasts or Spotify or wherever you get podcasts. Yeah, man, so you can make sure that you get these every Friday when they are, uh, when they are released by our wonderful producer, um, and edited by him. So again, subscribe wherever you get podcasts.

Yep, absolutely. That's the, that's the best place to do it, right? And we, uh, and we appreciate all of you guys Micah, thank you so much. Really appreciate your time again today. John, thank you. Guys, we'll talk to you very, very soon. Have a great one.

Thank you.