For the next few Private Market Insights Spaces, we are focusing on the important stages around closing a business acquisition, and in this episode, we looked at the critical months following a business acquisition with Justin Vogt, an SMB Twitter regular, and someone who recently acquired a business and has gone through this phase.
We invited Justin to share his story of acquiring AVUITY and what were some of the learnings, both do-s and don’ts, from the first 100 days after closing on the deal.
About our Guest
Justin lives in Austin, Texas where he manages investment activities for Evermore Industries as well as serves on the Board of Directors at AVUITY. Evermore Industries is his holding company that partners with business owners to help them establish a plan for the next generation of their business. AVUITY uses hardware (sensors) and software to measure and help improve real estate utilization (mostly office space today). The business is based in Cincinnati, Ohio and was acquired by Evermore Industries in the spring of 2022. Before starting Evermore, Justin was an investor with Bain Capital Credit. Justin is a graduate of the University of Notre Dame and the Stanford Graduate School of Business.
The first 100 days after an acquisition are extremely important to achieving the deal thesis a buyer set out with. It’s a time of expectation setting and of relationship building. Every buyer should go into this time with a plan concerning each functional area of the business – HR, finance, sales, operations etc.
Check out the full episode here:
Finding the right business to acquire
Evermore got to know the business based in Cincinnati, Ohio, because it happened to be where his business partner grew up. They met the CEO of AVUITY back in the summer of 2021 thanks to the work they had done on several sensor businesses, different sensor technologies sensors for managing, maintaining and servicing cycles of high value assets. At the time, the business wasn’t for sale, but they stayed in contact.
By autumn, after several conversations with the CEO, he said there might be potential for an acquisition. So they started looking at financials and due diligence documents. By March, the deal was close to the finish line and they ended up closing on April 30 – just five months after starting the M&A talk.
Timing worked out well because the company had started as a spinoff from an architecture firm, and it was time for a transition in ownership to people who could be more hands-on and involved in the day-to-day operations.
People-focused due diligence process
One of their biggest diligence points was making sure that they were comfortable with the CEO and management team remaining in place, and that the culture they were walking into was something they could operate with.
In this market, you tend to hear stories about wanting to get the prior owner out as quickly as possible to create that culture change, but this wasn’t the case. Their goal was to create a long-term relationship, based on a long set of conversations leading up to a closing on the acquisition.
The first piece is the people. If the people don’t buy into your vision of the business and who you are, how you can help them succeed, then the acquisition won’t work out well. They eventually met with every team member before closing. Even months ahead of time, they had gotten to know the CEO and then the entire management group through diligence.
An acquisition impacts everyone on the team and they want to know what the future holds under new ownership, how it impacts their life for better or worse. Their advice is to go meet everybody on the team, learn their story, learn where they like to sit in the office, why, what are the projects they’re working on, and get to know the people a little bit more and not bring the “business optimization” hat on from day one, but rather the like “business continuation” hat on. Ultimately, you are making a decision to buy the business because you think it is strong and you want it to continue doing well. So it’s good practice to let the people know that they’re doing a phenomenal job.
Another major thing is to just listen during due diligence and the first 100 days post-acquisition. Get into the weeds with people about why the business is succeeding. Very few searchers are buying turnarounds where changes need to happen quickly. If you are confident in your diligence and you are buying a good business, then give yourself some freedom to just listen and make the time for there to be changes later. There is plenty of time.
Try to spend time on the organizational chart pre and post-acquisition, and think about how that impacts the team
- Are there people that are going to have to get promoted above and beyond their current capacity?
- Are there people that might have to get moved out?
- Who is a risk to leave that you should be thinking of backfilling?
Lastly, try here to be the team’s support system. You will have to be patient with the people you are changing, but they also will need to be patient with you. It’s the two way street of stepping into a new role.
Deep-dive in the moments leading up to closing the acquisition
There was a lot of collaboration through the whole deal process. For example, back in February, when they were deep in the deal lifecycle, they were helping out with renegotiating leases, moving offices, signing up a new lease. Six weeks before the close of business, they were going into the office every day for six weeks and managing a lot of the day-to-day operations teams or getting involved in them to learn the ropes. Six weeks before, before close, their time allocation was 80% business and 20% deal.
One important piece of advice during due diligence is to get the right team involved early on, so you are ready to take on all the accounting, finance, business development details. They had a late start and had to play catch-up, but they won by dividing and conquering amongst themselves.
For AVUITY, this meant getting their hands on the physical sensor, seeing what it takes to go from purchase order to sensor installed in the ceiling and reporting data the way they want it to. But they had to keep in mind that they needed to extract themselves out, since this is not a sustainable long term strategy. It helps build rapport with the team. Go manage a case, go make a sale, go run a deal through your pipeline.
Advisory group to navigate the deal and post-close
This process is hard and you need to build the right support system to lean on over the course of the deal. This can be formed from people in the business, people outside the business that are investors, or mentors that aren’t investors.
It is a very personal journey, so everyone needs to discover it themselves. Take a look at where your support is going to come from, in both the fantastic days and the low ones. The roller coaster in this small business can be peppered with ups and downs, so be prepared for high highs and low lows.
The deal process was materially harder than they had expected, but not from a finance or investing perspective. They had great advisors, people that have been through the technical process before, so the hardest part was managing the personalities at the table. All of a sudden there were a lot of people in a small room with material dollars moving around.
The business acquisition journey is a multi-month set of emotional swings and surprises. For example, technical conversations like working capital peg can become thorny, and that is where calling up those relationships built during due diligence is critical to get the deal over the line.
After acquiring AVUITY successfully, their bar for future acquisitions has definitely gone up; they know that they want that phenomenal basis from an industry and business standpoint. There is a lot of effort that goes into the transition, the negotiation, the relationships, so you want it to be with a business that has high potential, that has great people, that has the metrics that are going to create a big return and create a worthwhile enterprise.
This was not the last time we talked about the post-acquisition integration lessons of a successful SMB buyer. Be sure to check out the full episode for more details on each of the topics we discussed with Justin. Our goal is to ensure that entrepreneurs have access to the services and knowledge they need as they evaluate SMBs as part of their acquisition process. Tune in to our next episode on our Twitter Spaces every month, ask questions and let us know what topic and/or guest you would like us to bring to the next conversations.