Invest Like the Best with Patrick O'Shaughnessy - Royce Yudkoff & Rick Ruback - Entrepreneurship Through Acquisition - [Invest Like the Best, EP.423]

Starting point is 00:00:02 Hello and welcome everyone. I'm Patrick O'Shaughnessy and this is Invest Like the Best. This show is an open-ended exploration of markets, ideas, stories, and strategies that will help you better invest both your time and your money. If you enjoy these conversations and want to go deeper, check out Colossus Review, our quarterly publication with in-depth profiles of the people shaping business and investing. You can find Colossus Review along with all of our podcasts at joincolossus.com. Patrick O'Shaughnessy is the CEO of Positive Sum. All opinions expressed by Patrick and podcast guests are solely their own opinions and do not reflect the opinion of positive sum. This podcast is for informational purposes only and should not be relied upon as a basis for investment decisions.

Starting point is 00:00:45 Clients of positive sum may maintain positions in the securities discussed in this podcast. To learn more, visit psum.v. My guest today are Rick Rubach and Royce Yudkopf. Rick and Royce are Harvard Business School professors who teach their students how to search for, acquire, and run small businesses directly after graduation. It's nuts, but it's been almost a decade since our first conversation, and unlike many past interviews that become outdated due to technology or market changes, the core principles they shared about entrepreneurship through acquisition remain remarkably relevant today. They explore fascinating developments in the

Starting point is 00:01:22 search fund ecosystem, including the bifurcation between funded searchers, targeting larger companies and self-funded entrepreneurs, finding success with smaller businesses. Rick and Royce share their accumulated wisdom on what makes a company worth buying, why the magic is in the multiples, and how their students consistently achieve impressive returns through patient, value-oriented business acquisition. Please enjoy my second great conversation with Rick Rubach and Royce Yudkopf. So Royce and Rick, it is so fun to be doing this with you both again almost 10 years later. And as I was reviewing our first conversation, which is one of the most popular very early on in the Invest, like the Best story, one thing that's quite funny is if you look at the first story, if you look

Starting point is 00:02:03 at the interviews around it. Many of them are now irrelevant in the sense that the observations of the guest have evolved so much with technology or market changes or whatever that they're not all that useful. Whereas yours, when I listen to it, you could argue we could just republish that one and capture a lot of the spirit of the power of the sort of entrepreneurship and entrepreneurship through acquisition and investing that you teach and advocate for. One, I think that's so cool. I'm so excited to do this with you both again. And I guess, my opening question with that observation is what has changed the most in the last eight to 10 years in your class, in your students, in the people that you back with financial capital and

Starting point is 00:02:44 strategic help. What are the things that have changed since our first conversation in 2016? Do you want me to take a crack at that, Royce? Yeah, you go first. I'll lob in some if I haven't. Okay. So when we talked in 2016, nearly a decade ago, as you say, first of all, I had hair. So that was a big difference. You look great. Thank you. But aside from that, one of the things that has really changed is that the small firm space, the small firm acquisition space is really bifurcated with the funded searchers really moving

Starting point is 00:03:19 up market into much larger deals. The averages keep moving around, but think $20 million of average total enterprise value. And the unfunded or self-funded or spouse fund. or family funded, whatever you want to call it, where they don't take investor money at the time they begin their search. So unfunded for me, those unfunded deals have actually gotten a little smaller. So people have discovered that there are great opportunities buying below a million dollars of EBITDA thinking about, well, what if SDE is $600,000? Can I get by? Can I grow this business. And we're finding more and more students buying smaller businesses at lower multiples,

Starting point is 00:04:07 think three, four, and other students going in the opposite direction, buying much bigger companies at much higher multiples, think six, seven, eight. So it's really bifurcated in a way that I wouldn't have predicted 10 years ago. Royce, what would you add to that? Well, first of all, I agree that that's the major change. And I'd just like to spend a moment adding to what you said and then offer one additional change, which is that in the United States, we have this amazing opportunity that's created by the SBA loan program where every American citizen has the right to borrow up to $5 million in this government-backed loan program, which allows them to buy an established, proven profitable business with up to sort of 80 or 90% leverage. And that in turn enables

Starting point is 00:04:58 these acquisition entrepreneurs to line up the equity they need, give it a very attractive return, and own 70 or 80% of the business, even though they don't have any capital but for their sweat equity and talent. And to Rick's point, that's proving to be an attraction to many very talented people. The other less important change that I'd add, but still notable, is, when Rick and I started teaching 15 years ago and through 10 years ago, our entrepreneurship through acquisition program, everyone who went into it wanted to be an entrepreneur and run their own company. I think more recently, we've seen a minority stream, but a meaningful minority of people who kind of look at this opportunity as independent sponsors. They go into it. They don't

Starting point is 00:05:41 want to run a company, but they want to buy a series of small companies and put managers in. And Rick, I'd say that's a change. It's not as important as the one you mentioned, but it's certainly notable. And I think that's growing because people are saying, wow, I don't want to pay eight times to buy a $2 million EBIT a firm. So maybe what I'll do is pay three times and buy three and a half, $600,000 EBIT of firms or something like that. And so they're buying low. And sometimes the synergies and roll up potentials, but oftentimes they're just running three separate companies. But they're getting critical mass and they're getting some diversification and some drive and some opportunity to apply their talent. So it's pretty exciting. If I could add just one other thing.

Starting point is 00:06:29 Ten years ago, this career path was viewed as quirky to pick a word. Royce may have a better word, but quirky, we used to say jokingly to students that we would get calls from their parents and they would say, what did you do to my kid? I mean, my kid graduated from a really good undergraduate school, had five years of really good work experience, and now they're sitting in their pajamas all day, steering at a compute screen with headphones on, sort of talking to themselves. Is this a depressive episode? Is this some sign of psychological break? Do we need to get our child, man or woman? Do we need to get them therapy because it was such a quirky and unusual career path. Now it's become a much more travel path.

Starting point is 00:07:15 And our students can look back and whether they're men or women or veterans or English majors or engineers or private equity people in their former employment, they can always look back and say, wow, there are literally dozens of success stories that I can look back on. So it has now become a well-traveled path and a more acceptable path. Can you help frame for those listening the sort of risk and return statistics that you've observed in this world in totality, so in the entire history that you've been involved with it, but maybe even specifically tuned to say the last 10 years, the whole roll-up thing really has become a thing.

Starting point is 00:07:59 What is success in terms of returns and duration in this world compared to other available uses of capital that are out there today? For a searcher, there are two big risks. One big risk is failure to find, and the other big risk is buying a really terrible business. And the first risk is that you might spend two years of your life bouncing around from one thing or another, and you just never get a deal done. It could be that you've had two signed LOIs. Both deals are broken, and that happens probabilistically to some fraction of deals. The due diligence doesn't work out. The seller decides in the end they don't want to sell. The results turn out to take a nosedive during the due diligence process. And so there needs to be a price adjustment. So the deals fall apart. So I would say

Starting point is 00:08:47 the failure to find risk is a real one. It's really interesting because there are different views on what this failure to find risk is just statistically. For the bigger funded searches, that number seems to be bigger than 50% suddenly, right, Royce? Yes. And that's really a change. It used to be hover around a third. But now because people are buying bigger companies, as we talked about before, they're now competing head to head with strategics and private equity, and they don't always win those. They don't have the lowest cost of capital. So they have to be bringing something else in to win those battles. So those numbers are pretty high, the failure to find. I would just say on the unfunded searchers, if I could, the failure to find risk seems to be

Starting point is 00:09:36 much, much smaller. So it seems to be less than 25%. Now, Royce and I like to think that it's because our students are just better educated. They're better searchers than the people from that other institution on the West Coast. Who knows? But they're looking for very different things. They're not looking for high growth. They're looking for boring businesses that have steady recurring cash flows, businesses that have sustainable profitability, enduring profitability is the term Royce and I use. So it's a very different business. You're not growing at 30%. So that's the one risk from the searcher, fairly defined, and it depends on what you're looking for. On the getting stuck in a bad company thing, that may be the bigger risk. It actually doesn't happen very often to our experience. Now,

Starting point is 00:10:23 Now, certainly there have been deals where entrepreneurs have worked really hard and not made a lot of money in the deal. But generally, it's because the world has somehow changed, not because the business they bought was fundamentally bad. It's an oil service business that's purchased just as oil falls off a cliff. Generally speaking, though, I don't think people are buying bad businesses because I think it's hard to buy a bad business and get it through the due diligence process. process and get it financed both through the banks or through equity holders. So I think investors

Starting point is 00:10:59 provide a pretty good gatekeeper for getting stuck in a bad business. I can't say it never happens, but it doesn't happen as often as you might think. Now, from investors, Royce. Yeah, from investors, I'll break it into two groups. In the funded search, Stanford has done a good job of tracking returns on funded search through an annual report they do since forever. And it's shown that the returns to investors are in the low 30s of IRAs. So if you compare that to big private equity, the average returns are sort of in the low to mid-teen. So it's a huge premium you get from being in this market. We think those numbers are slowly trending down a bit, but they're still way above the closest asset class, which is private equity. In self-funded search, where you have these

Starting point is 00:11:46 students raising money to buy one million-dollar-ish EBITDA companies, one and a half million dollars, and buy them at four times, and finance them at 80%. The math is just extraordinary. If you buy something for four times, you're generating a 25% return on assets before any growth. You lever that at 80%, with say, debt that costs eight or 10%, and the return is astronomical. you pay your investors a portion of the common equity that gets them to a targeted return of 35%. That's the market clearing price in self-funded search. And the searcher is able to keep 60 or 70% of the common stock for themselves. So deals are smaller, but the rewards are high. So that's the kind of math. But one other point I'd make is on risk, particularly on the self-funded side, you're buying it

Starting point is 00:12:34 multiples that are so low that generally, even when things don't go right, the cash flow yield pays down the debt very quickly and mitigates a lot of the downside. So it's a pretty good trade. You can see why people get interested. It's hard to get a zero. It is hard to get a zero. Unlike private equity, it's hard to find a great many instances, particularly in the unfunded market where investors lose their capital. It just doesn't happen very often. I would say in the funded market, the other thing is I find interesting, and I'm not sure about this. This might not be true. But I have the impression. is that it's become much more of a venture capital play than a private equity play in the sense that I think about the way VC portfolios work. You guys are smarter and know more about this than I do.

Starting point is 00:13:24 But I think the way VC portfolios work is you have 10 firms in a fund and you want one of them to win and maybe another one to break even. And if you end up losing all your capital and the other eight, it's not the way you wanted it, but you're still going to be. going to have pretty good results. And private equity is very different from that. And for those 10 firms in the portfolio, there may be one that has some loss of capital, usually not 100%, but some loss of capital, four or five that might break even, a couple that do okay and maybe a couple that do very well, but not astronomically well. Is that fair, Royce? Yeah, I think that's fair, Rick. Unfunded search is very much like private equity,

Starting point is 00:14:09 maybe even on the safer side than private equity, funded search really starting to feel like VC investing to me. And interestingly, Patrick, one of the things that's changed a lot since we talked 10 years ago is much of the funded search is occurring through institutional investors, but rather small private equity funds that specialize in search. And they're increasingly dominating funded search. And that's a huge change. You're looking at a portfolio level, much like a venture capital fund, looks at it as a portfolio level. So it's very different. If you're an investor who's thinking about investing in one or two of these either invest at the portfolio level in one of these funded search portfolios or an unfunded searcher who you know and love, somebody you know well, but not buying a portfolio

Starting point is 00:15:03 of these is potentially a scary investment. One of the things that obviously jumps off the page with those numbers that you quoted Royce is, okay, if I can earn a low 30s IRA, like fairly consistently, how is there not just, forget the institutions, an unbelievable supply of family office capital or individual capital. It is flowing. Yeah. Your surmise is exactly right, Patrick, and Rick's comment is exactly right. What we see today, it's funny, we started this podcast by saying maybe there hasn't been

Starting point is 00:15:33 much change, but indeed there hasn't like all your other interviews, Patrick. So Rick is right. It's flowing. When we look at the market today, there are more investors who want to get behind talented, well-prepared searchers than there are well-prepared searchers. So the choke point is the number of searchers, even though that's grown quite a bit. But there has just been a huge flow of capital. And this is an odd thing. This market is so illiquid. It's really hard to find good companies to buy with recurring. What Royce and I think about as value investor plays, recurring revenues, enduring revenues, enduringly profitable companies. There's so much harder to find and transfer than you would imagine that I think that's

Starting point is 00:16:13 the bottleneck. I think there are searchers. It's kind of a market equilibrium going on here. There are searchers, they're investors, sellers. there's a whole bunch of information costs everywhere because it's a very fragmented market. And I think that keeps it down. What's interesting, fascinating to me as an economist and as an investor is that at least on the low end multiples have not been driven up.

Starting point is 00:16:39 If you want to buy a firm with $750,000 of EBITA, that's a pretty good recurring revenue business without a lot of customer concentration, you can still do that for four. Probably can't buy at $2 million or a million and a half dollar, even a business. Maybe you could have done that 10 years ago. Can't buy that at Forex anymore. But you can certainly buy the sub-million high-quality business at Forex. So if the constraint is companies worth buying, it's the right time to talk about what those criteria are that you teach your students for what makes a company potentially a good acquisition

Starting point is 00:17:16 target. I would love you to just riff on what those criteria are, how you arrive at. at them and how they've evolved in as much detail as you want, because obviously it's an incredibly important part of the consideration. Not on our list is growth. Not because we're against growth. We welcome growth, but you don't need growth in this market because good companies sell at attractive prices. And Rick came up with this expression that we've both embraced, which is the magic is in the multiples in this market. So if I were to knock off the list that Rick and I iterate, the first one is recurring revenue. We really want high quality revenue, and they're all types of different

Starting point is 00:17:54 recurring revenue from the contracted revenue that's impossible to pull out, just sort of actuarially repeating, but very high quality predictable revenue so that when you show up in your office every January 2nd, 80 or 90% of the revenues from last year, you know are going to repeat this year. It gives you great stability. It pairs nicely with financial leverage, and it allows you to be on the offense in marketing, meaning that all of your marketing time is basically spent growing, not replacing. So that'd be one. Low customer and vendor concentration. That doesn't occur so much in big private equity where you're dealing with big companies, but it occurs a lot with small companies where they have one big legacy client. And so you really want to try to avoid

Starting point is 00:18:37 concentration with customers or vendors would be number two. Third, avoid economic cyclicality. Again, it pairs poorly with the financial leverage you'll need to buy this. Rick, are there others you'd want to put on this list? Well, I think you need to buy a business that you can manage. I like to say if you're allergic to fur, don't buy a pet shop. And I mean that to be emblematic of a whole bunch of things. So many businesses I could not run. I could probably run a landscaping business, but I don't think I could run a biotech. So I think you have to have a business that you can, use your talents or develop talents to run. You don't have to know the business. You don't have to be an expert in whatever the business does, but you have to be the kind of person who could learn that.

Starting point is 00:19:25 To Rick's point, often we have people express astonishment to us that the newly minted MBA, who has maybe five or six years of middle managed experience can go into a business they've never operated in, and the percentages are very high for successful operation of that business, and how can that be? And the reason it can do. And the reason it can be is partly their talented, energetic people. But it's the point Rick has just made, which is they're selecting for businesses that they feel they can fit with and learn how to run. They're not randomly picking businesses on this dimension. They're choosing very carefully because they're aware of that risk too. Right. Who ends up buying the blue collar businesses from our students?

Starting point is 00:20:06 It's usually the people who are captains and lieutenants in the Army and the Marine Corps. they're used to managing blue collar workforces. Right. And when we call them, they say, it's just like running a platoon. They say, well, we're running the company, but they have a different sense of what a company means. Anyway, so I would add that.

Starting point is 00:20:26 You have to be able to run it. The other thing that's increasingly interesting, I don't know if this is a millennial thing or not, because I certainly cared about this when I was looking for a job, is people care deeply about where they want to live. I think Royce and I are not convinced, me maybe less than Royce, that you can run businesses purely remotely. I think just being there walking through the shop floor, talking to people at the water

Starting point is 00:20:52 cooler, I think all that belly to belly management, if you will, is just really essential, especially if you're inexperienced and young and learning the business at the same time. The idea that you can buy a business in Mississippi and run it from your ski lodge in Colorado just seems incredible to me, although I wish it were true. I don't believe it's true. And so often our students are worried about where the business is. So they're worried about the quality of the business. They're also worried about where the business is.

Starting point is 00:21:25 And then does the business meet their criteria as in what they could personally manage? So it's complicated. It's fascinating. we have this project where our students look at companies that have been for sale in recent past or are currently for sale as part of their project in our second year course. And that's ongoing now. We recently had this day, Roy, tell them about that. I thought it's so interesting.

Starting point is 00:21:50 So what Rex referring to is we assemble a library of recent small company purchases from a network of cooperative brokers and the students filter through those and then come up with the company they really like and then they break into. groups of six or seven of our students who have done the same thing. And they collectively come up with which is the best company to buy. And so you have 14 or 15 groups now in our class. And what? About 100 companies. About 100 Sims that they've paged through and look through. And the result is they come up with about 12 different companies. There's no consensus on this. They're different. Right. And you'd think that it would be like one great company and everybody who would say,

Starting point is 00:22:28 that's the company I want to buy. Now, that's not what happens. Beauty is in the eye of the beholder. Yeah, I think on this point, we arm our students with this list that we've just gone through it's a filtering criteria. But the truth is, you're never going to find a company that has all of those boxes checked, particularly if attractive prices on the list, too, which it surely is. You're just not going to find that have all of those qualities. And so the piece that we really try to tune our students into is that they have to develop judgment about how good is good enough. And they do that by, as Rick and I like to say, bathing in deal flow. And eventually you start to see what different qualities of companies are. And you see that next company. You say, okay,

Starting point is 00:23:11 it has five of my seven criteria, but it's in the upper quartile. So I ought to keep working on this, because this is a good one. That's the other piece that's really hard to teach, but you can teach people to keep their eyes open to judgment. How concentrated is the supplier base of capital, investor-of-supplier base of capital for these searchers in the major ecosystem. So Stanford and HBS being the big two. I have heard, you ask around, that a very small group of people has almost like an unofficial rofer on investing in the great searchers coming out of these institutions. That would seem to make sense for me. Like, if I kept earning 35% returns for decades, I would sure want to plow capital back into the next batch of searchers. Is this accessible?

Starting point is 00:23:55 Like, if I want to do this, could I go do it? I mean, first of all, you need to have capital. begin with the academic problem. But I think it's a pretty open market. And the reason I think that is our school, our institution, Harvard sensibly has very strict rules about relationships between faculty and students, particularly while they're students. So we can't even implicitly acknowledge that we're interested in investing in a student, no matter how much we like them or how much we like their business plans or how sure we are for success. And we always tell them the same thing, which is we're not allowed to even have a conversation with you, but if you're interested, reach out in May after graduation. And what we find is that there's every year

Starting point is 00:24:39 a few students who like us enough to wait until May to see if we're interested, but a lot of students get funded. If they're looking for search funding, they're doing it before that, and if they're unfunded, well, they don't need funding. And then when they come time to fund, they usually give us a call. What we discover is often they don't need much equity capital, and they're able to get it either from section mates or family friends or former employers, and does an advantage of having smart money, but does an advantage of having less smart money? These investment opportunities are not just dribbling off the trees. The way most searchers like to structure their cap table is they like to have 10 or 12 different investors.

Starting point is 00:25:22 Some investors push really hard to get a big chunk of the cap table of these funds for the reasons you asked about. But for the most part, searchers want a diversified base of investors for a variety of reasons. They want a variety of advisors and voices. They want to diversify who owns their business. And so that naturally invites a dispersion among investors. So I'm with Rick. I don't see the Harvard-Stanford searchers as dominated by two or three or four. big institutional investors. I was going to ask about spillover. Originally, this concept was very localized

Starting point is 00:26:00 at Stanford and Harvard. It's gone to lots of other schools, as you said. Has it also spilled out of the academic community entirely? Yes. Maybe talk about that a little bit. So Rick and I, since we launched our podcast a couple of years ago, which is really directed beyond the business school campuses. It's got us more tuned into what's going on away from the MBA ecosystem. And that's a world which, unlike the business schools, is overwhelmingly self-funded, using SBA loans, tuning into smaller businesses that Rick was describing this kind of $750,000 million dollar ebbett-da businesses. And that world today dwarfs what we talk about in the MBA world. It's actually got its own population of individual recurring investors writing quite small

Starting point is 00:26:52 checks for the reasons of the math we discussed earlier. It's got many times the number of participants, all of whom are able to get this favorable government-backed financing, line-up investors by these attractive businesses at low multiples, and often don't. have MBAs but have a lot of useful professional experience or just outside this top MBA schools. And it is a big, big place out there. Rick, would you add anything to that? Yeah, I would say I agree with every word you've just said. I run into unfunded searchers everywhere. I coach little kids ski racing up in Mad River Glen, really small mountain relative to corporate skiing these days. and the other day I was having lunch and realized that there are three people that I could throw

Starting point is 00:27:41 french fries at that were searching for businesses at some stage of concluding self-funded searches and there's a little place in Vermont. What are all these people doing there? It's just everywhere. So it's become mainstream. And I think the reason it's become mainstream as a career path is you can build the life you want to live, earn a great living. and you can have independence in a way that you just don't get from a boss.

Starting point is 00:28:11 And there maybe was a time when working for a big corporation had this safety to it. But I think that's pretty much gone. I think people recognize that you can work for your big company for 25 years and they can eliminate your division or send it to South America or Asia or whatever. And you're going to be out of a job. We like to distinguish between the risks you can see and the risks. you can't. And when you're running your own business, you can see those risks. When you're working for a big company, you can't see those risks. They just happen to you. Maybe you say a word about

Starting point is 00:28:45 what drives, what the trends are and what drives the availability of these businesses for sale, like the sellers, who they are, where they come from. My suspicion is that a lot of this is baby boomers that built their business and are now ready to sell it without some other option that they prefer. And we know the stats about how big that generation was. and how many of these companies exist. If you compare the next 10 years to the prior 10, do you think the supply side of the story is better? There will be more of them that are more fit to be bought.

Starting point is 00:29:14 What trends do you see, if at all, in the base of companies and what the motivations of the sellers are? I think your description is exactly right, Patrick, which is the seller, who is the center of the bullseye for researchers, is someone who is an expert in this product or service and started their business and spent 25 years, building it, and now they're 65 years old and I've run the business for 20 years and several

Starting point is 00:29:38 things have changed. One is the business has gotten larger and it really at the top no longer needs an expert artisan, but it really needs a trained manager and this person isn't that in most cases. If it's a blue collar business, maybe it was an HVAC guy who got fired, bought a truck, built up a business, it makes a million and a half dollars a year, but it really needs a manager at this point because it, you know, it employs 60 people and has lots of customers. Second, the business is at a size where he really doesn't have an understudy CEO in that business. It's not like a larger company which has a thick bench of talented middle managers. And so he needs someone or she needs someone who can not only organize the capital for the

Starting point is 00:30:20 transaction, but can then step in and run it because he has no internal successor. Because if he or she did, they could retire and just keep owning the business. Some businesses are suited to that, but most businesses aren't. And the third thing is, they've reached an age where, as Rick and I like to say, they now have more money than time. And they're behaving accordingly. They don't want to work Fridays anymore to launch a new territory. But a searcher who's not wealthy and energetic and hungry, they do. And levered. And levered. And levered. And so this is the catalyst moment. This is why these sellers sell to searchers. And this is why the searchers see opportunity there. But,

Starting point is 00:31:01 Rick, I don't know if we have a view that somehow were at a peak of supply. That's a really interesting question. I think if you go back to the world before COVID, you've heard of COVID. The world before COVID, I think, proceeded somewhat orderly in an orderly fashion, as much as the world ever proceeds in an orderly fashion. And I think lots of baby boomers who owned businesses got to the position where they said, wow, COVID's been really bad for my business. COVID's been really great for my business.

Starting point is 00:31:33 COVID's really disrupted my business. I need to wait and see what's going to happen. And for the businesses that did really poorly, some of them bounce back. For the businesses that did really well, some of them have bounced down. And so they're still juggling. They're still looking for steady state.

Starting point is 00:31:52 And so if you think about when you go to buy a business, you want to look at four years or five years of prior cash flows, that's going to include COVID still. So there's enough movement in results, just COVID-induced movement in results, that I feel like there's been a lot of sellers who are just treading water. I'm going to wait till next year. I'm going to wait till next year. I'm going to wait till next year. And then one of the sad things about waiting for next year is that things don't stop happening.

Starting point is 00:32:23 You've got tariffs. You've got inflation. You've got all kinds of crazy things that happen in the marketplace that while small firms are probably less impacted than the big public firms, it does boil down. And so I think there are lots of sellers who are waiting and waiting for times to settle down. And of course, I don't know. The things ever settled down?

Starting point is 00:32:49 I don't know. I don't know. So I think there are a bunch of sellers who are now reaching the end of their patients and health and are going to become more interested in selling as time goes on. So I think what you're going to see is, luckily, we'll never know if these predictions are true. I don't think the Patriots is going to win the Super Bowl next year. I do think the Celtics will win the NBA championship. And I do believe that there'll be some surge over the next three or four years of pent-up selling,

Starting point is 00:33:20 and then it will go back to some steady state level. but there's a lot of businesses out there that needs a transition. I have lots of questions that are under the umbrella category of technology. The first is related to the types of businesses that you do and don't see people buy. We have such a big sample now, like I'm sure there's some central tendencies. You always hear roofing or HVAC or like stuff related to the home or basic things that in 10 years are still going to be roofs. And probably an AI won't install them. If it does, you know, all bets are off.

Starting point is 00:33:52 Do you ever see people buying more traditionally software or technology-driven businesses as searchers at all? And maybe just say a word about the central pockets or tendencies of the kinds of businesses that meet the three criteria or four criteria that you laid out earlier. And what doesn't, despite being important businesses? So there are certainly people who buy software businesses. What we find, though, is they tend to buy niche software businesses. They're software for podiatrists. They're software for small municipalities. They're things which you're unlikely to get big disruption

Starting point is 00:34:31 and unlikely to have these cataclysmic shifts in. So it's software where the underlying market is fairly steady. What we don't find, at least if we find it, we throw it away really quickly, is people investing in very fatty software, the latest computer app or social media, whatever it is. So there's less of that. But there are, if you will, the business of established software, improving it, growing

Starting point is 00:35:01 it, maybe migrating it to the web, but that the market is nichey. That seems to be a pretty sustainable investment thesis. I agree with that. And dealing with the other part of your question, Patrick, I think when you list off the businesses that you did, and Rick and I could list more, but just for our listeners, roofing, H-FAC, veterinarian services, there are a whole series of these that have attracted the interests of searchers. And when Rick and I look at them, the services are all different at a superficial level. You're fixing your roof or you're taking care of your dog. But when you look beneath that,

Starting point is 00:35:38 the reason the searchers are attracted to them is they all look alike when you're looking at the economic characteristics. They have recurring or reoccurring revenues. they have a very diverse customer base, vendor base. They're not economically cyclical because you have to purchase that service when something prompts that. And that's why searchers are drifting into these areas. And it turns out that amazingly, despite all these smart people looking for these opportunities, it seems like every year or two, there's a moment of epiphany. And oh my goodness, there's another area. There's overhead garage doors or there's automotive repair. And a new area becomes hotly pursued. like HFAC began to be five or seven years ago. I think it's these businesses that have these characteristics that are being unearthed. And sometimes what they're doing is bringing management talent and skill to a segment that didn't have that management talent and skill. We just did a podcast with one of our former students, Logan Leslie, and he's doing a roll-up of auto repair facilities. And what was fascinating is that it used to be what would happen is you can imagine,

Starting point is 00:36:48 think about an 8 to 10 bay automotive repair facility. The way this gets started is somebody starts repairing vehicles. And the person is probably a pretty good mechanic and pretty good at repairing things. And now as he gets bigger, assuming it's a man, as the place gets bigger, suddenly you're now hiring and ordering and doing accounting and doing a whole bunch of back office stuff. And then as you get to a certain size, the founder is no longer pulling wrenches and changing water pumps. All they're doing is management activity. And you know what? They might be fabulous mechanics, but it's unlikely they're both a fabulous mechanic and a great manager. And what Logan has done is said, let's let the fabulous mechanics be mechanics.

Starting point is 00:37:38 And we're just going to take the management piece and do that centrally. And it has been a fabulous success and really clever. And as Roy says, it is application of the same idea, whether it's veterinary services, concierge medicine, or apparently automotive repair, or HVAC. What you're doing is allowing enough specialization for management talent to bloom. One of the things that we've been studying recently is a Shurian, thanks to a project with Will Thorndyke covering that company. And it makes me wonder how often you've seen that, what I'll call extreme outlier, venture-type multiple of capital outcome from this space versus the more like lower variance, whatever the 33% a year for 10 years math is for M-OIC. How often are you

Starting point is 00:38:32 seeing true outliers emerge from this style of investing in that bizarre category of a shurian, which you could put up against any venture investment of all time? I would say that's extremely rare, but I would say what's not rare is if you persistently invest in this space, you will get money multiples of like 3x, 3x, 3x, 3x, 3x, 3x, 3x, 3x, 6x, 3x, 6x, 3x, 6x, 3x, 6x, 3x, 6x, 6x, 3x, 6x, 6x, 6x, 6x, 3x, 6x, 6x, 6x, 6x,000 You can make living doing that. That's really okay. You might have some one-xes mixed in there, too. Rick's right.

Starting point is 00:39:04 You'd have a few one-exes mixed in there, too. But I think that is much more representative of this space. I think any private equity firm in the world would love to hang their hat on those kind of multiple of invested capital. One of my favorite lines of yours, Royce, I think it was you that said this to me, which is that the lower middle market is the only industry in the world where your best competition leaves every year. Yes, that's right. I did say that. Can you talk a little bit about that observation and dynamic?

Starting point is 00:39:30 It's the nature of the professional investment management industry that you're basically paid very much by the amount of money you manage. And so you enter at the bottom end because usually can raise a small amount of money because that's a very fruitful part of the market. Those people who go in there and do a great job have more money offered to them and they raise a larger fund and to make sense of that portfolio, they buy bigger companies. And so it goes. The most talented teams just move up in assets under management. They move up in investment size. And they leave. that space that they were so good at, making it available to new entrants in the market. It happens in no other industry, right? I mean, Coca-Cola executives don't wake up and say, oh, we've done a fantastic job here. Let's make garden furniture and give this up. But private equity does that all the time. Yeah, it's a fascinating dynamic at play, which I guess makes it sort of an evergreen opportunity set. Back to thinking about the companies, I'm curious what the things are that are the most common, subtle red flags that through pattern recognition and just seeing a million of these reps through your students and directly yourselves, you've built up over time of not the obvious

Starting point is 00:40:39 like terrible customer concentration or completely non-recurring, you know, the opposite of the things that you've said. But more just the little ones like, oh, watch out for this thing or this thing. Maybe we'll call them yellow flags, not red flags. What are some of the most interesting things in that category? I'd say it's a job, not a company. You misjudge something about the owner, CEO, where it's a set of personal relationships or personal expertise that is really driving the company. And it's not really a business. It's too much her or him.

Starting point is 00:41:09 That would be a red flag that you don't pick up in the numbers. I always focus on the ability of getting the deal done because no company is very good if you can't actually get a transaction completed. And for me, the biggest red flag is multiple owners. if you have an owner in the 70s and another one in the 50s and the owner in the 70s has been working on the sale, there's just an unbearable probability that when the person in their 50s finds out

Starting point is 00:41:39 or understands what the transaction really means, they're not going to sign. And you can go months and spend money on Q of E and attorneys and asset purchase agreements and feel like everything's gone, that's great, because you're only communicating with the partner who wants to sell. Everything's gone real well until it just never closes. That's a great one.

Starting point is 00:42:05 I hate that. Committed sellers are at least as hard to find as good companies. So you really, really need to pay attention to why people are selling and whether they really are selling. And if you have more owners, you have more places where you can fall off. Here's another one. This is really unique to small firms. In small firms, the owners to some extent live inside of the company. It's routine that in a million and a half dollar EBITDA business, the owner is spending $100,000 on personal expenses and running them through the business.

Starting point is 00:42:37 And as a buyer, that's his decision, you're going to add that back to EBITDA because it's really EBITDA spent in another form. And that's just common. I'm not making a moral judgment on it. It's just common. But what you have to watch out for is sometimes you see these companies where the owner has just gone wild. And there's just this gigantic amount of living within the company. It's not 5% or 6% of edit dots, 50%. It's getting added back. And the issue you have to start thinking about is not even documenting that to make sure

Starting point is 00:43:06 that's true. It's that if this person is so willing to take those kind of risks and color outside the lines, how is he going to treat you as the buyer who, no matter how much due diligence you do, the information advantage is asymmetric and in the seller's favor. And so at some point, you have to say, there's an ethical question here that could stab me in the chest. That's a small firm's thing. You don't encounter that when you're buying shares of Microsoft or dealing with companies that go into big PE firms. It brings to mind the question of the same accumulated pattern recognition of what people do well that helps them close transactions, whether it's

Starting point is 00:43:46 negotiating tactics or just communication style or methods or. or processes that they follow. Have you learned anything about just increasing the probability that once you have a deal that the transaction itself closes that you've observed in your students? Well, weekly communication helps a lot. You need to have a meeting.

Starting point is 00:44:04 I like to have them on Wednesdays. The reason I like to have them on Wednesdays is you get Monday and Tuesday to cram to get the stuff that you promised last Wednesday done. And so does the seller. And so does the seller. And the Thursday and Friday to actually do it in an order.

Starting point is 00:44:19 order to leave fashion. So I love Wednesday meetings, but you need to have a Wednesday meeting where you say, what's going on, where are we at, you were going to do this, I needed that last week, the banker needs this, the lawyer needs that, whatever that is. So that's really helpful. The other thing, though, that's really, I think important is, and this is so hard what I'm about to say, is you want to pay a price that allows you some margin of safety for due to do, diligence surprises. Because in a lot of small firms, Royce's example was the owner of perhaps being a little bit nefarious. But sometimes the owners are not nefarious. They just don't really know. They think they have contracts and they don't really have contracts. They think they have what we would call

Starting point is 00:45:06 contractually recurring revenue and they don't. They think they have all the documents. They think they have all the licenses. They think they've been paying all their sales tax. And as you dig in, a lot of those things. The broker talks to the owner, the broker writes down what the owner says, puts it in fancy language with some pictures and produces a SIM, you bid on that SIM. If you bid a full price based on that SIM and then discover maybe revenue quality isn't as high, or they've been underinsured and you have to have some higher insurance, or that employees haven't had raises in five years, or there's a bunch of a crude bonus that needs to be. be paid. If you've paid a full price, then your only choices to go back and say, we need to

Starting point is 00:45:53 readjust this price. Sellers, when they sign their ROI, think about how they're going to spend every penny of that price. They've purchased their vacation homes. They've designed their boats. They've planned their trip around the world. And they've spent every penny of that $2 million or $5 million that you want to spend that you plan to buy. And when you say, well, it ain't going to be five anymore, it has to be full. They're going to go kooky. It becomes irrational at that moment. And those deals tend to boss. So I would say you want to give yourself enough room so that you can absorb some due diligence disappointments. But having said that, the LOI process is competitive and brokers want every penny they can get. And sure, they care about whether you have funds and what's

Starting point is 00:46:41 the likelihood of clothing. But since most buyers are one-time buyers, they don't have a track record. saying, well, we're not the highest price, but you should take our bid because we always close. One of the amazing things about this process is you said it before. You don't really need growth or margin expansion to get your return. The magic's in the multiple, as you said. But when you have observed margin expansion or top line growth, which of course is beautiful gravy given the purchase prices, what has been the most common reason that that becomes possible. Is it something common that the new CEOs and owners are doing? Is it the installation of better technology and process? Are there common trends to when you do see margin expansion or

Starting point is 00:47:26 growth go a different direction? As part of the transition into ownership of the business, they go talk to their customers. And they discover that there are services and extensions that their customers are so eager to get. And the seller might have said, well, that's a lot of work. I don't want to do that. These young whippersnappers, they got a lot of energy. They say, oh, yeah, we can do that. We can do that. And they're able to grow because their customers actually want what they provide. I think the small firm space is capitalism done well. You find entrepreneurs working on their businesses so that their businesses delight the customers. The customers are thrilled to pay for the services or goods they're getting. Nothing succeeds like

Starting point is 00:48:14 success. If you have a vendor that's doing really good stuff and never disappoints, delivers on time and high quality, and when something goes wrong, they make it right instantly. And the owner gives you their cell phone number. Boy, those businesses are going to grow. I agree with that. That's the pattern we see again and again. I have an unrelated to the business question, but a question about improvement and growth, which is, I think you should both be proud that you've built this class now that has influenced, like when I was asking her, around ahead of our conversation today. It's pretty unbelievable the number of people whose trajectory and career you've now influenced. That must be a special feeling. It's on the back of this thing that

Starting point is 00:48:58 you've built. So you've had all these reps at teaching students these ideas. And I know that the class is, I think now the top rated class at the most competitive, you know, one of the best places in the world that you can teach a class like this, arguably the best. So that's a pretty cool achievement. Talk me through how you've done that. If you were to, on the side, teach a class to other would-be professors that wanted to follow in your footsteps, what have been the keys to making the class so popular, to improving it over time, to making it consistent? Reflect on the class itself a little bit, because it's had a huge impact. That's a new question for us, Roy. Yeah. Rick, I entered academics 15 years ago to partner up with you. You've been in

Starting point is 00:49:41 this longer, so I'm going to be really interested in what you say. I would often, for two things that we've done consistently. One is the class is extremely practical. There's very little theory taught because we think that the students come to this class because they want to evaluate whether they want to do this as a profession. And then if the answer is yes, they want to stack the odds in their favor of doing it. Every time we write a case, every time we develop a teaching plan. We're always thinking about what practical lesson are we teaching these students. And the second thing we do is we bring in the case protagonist for almost every class. And part of this lets the students ask questions and breathe some additional life into the case.

Starting point is 00:50:26 But really, the reason we have them there is there are two questions that Rick and I know are on the student's minds, that they can look at this person and listen to this person, and they can answer, do I want to be this person and can I do what this person does? And that's hard to teach, but easy to show. And so those are two of the things that I think Rick and I have found are very powerful. And students in their end of year evaluations routinely comment on those. So that's what I would offer as things that we've done well. Rick, thoughts? I'm going to do the rare thing of disagreeing with you. We teach a lot of theory, but we teach it in the context of practice. So we're teaching a lot about how to think about business, how to think about

Starting point is 00:51:11 management, how to think about corporate finance, but we're always doing it in the context of a concrete meaningful example. So it's not that we're not teaching theory. It's our teaching theory in a more digestible form, perhaps than equations on the blackboard. There's one case we teach that just always amazes me. Every time we teach it, I look at the teaching plan and say, this just can't work. And we go ahead and teach it, and it's like, wow. And students come back and say, wow, I learned so much today.

Starting point is 00:51:45 And it's an amazing case. What is it? I'll leave the protagonist out because it's an unfortunate situation. The former students buy a business, things go badly, demand falls. It just so happens to be the moment of the Great Recession. They're aware of the Great Recession, but they hadn't thought it through in their particular business. And so demand falls, they have a sticky product, and they decide to cut price 10%. And we ask students, what is the implication of cutting price 10% to profitability?

Starting point is 00:52:16 What is remarkable is after a year and a few months of business school, our students are mesmerized by this question. It never occurs to them that, well, let me see. if my cost of good sold is unchanged and my SG&A is unchanged, but I cut price 10%. Wow, all that money is just coming out of profits. And my profit margin was whatever it is. And so, boy, I've just taken out my entire profit margin. And then Royce will go on and say, and if you're 70% debt, what does that do to the equity holders? And they say, wow, I've just destroyed all the equity value with this one decision. Now, there's a lot of theory in that discussion. But it's an interesting example. So some other things that I think have really been helpful. First, Royce and I have a fabulous partnership. We really enjoy working together.

Starting point is 00:53:10 Interestingly, our students think about us as perfect substitutes for each other, where I'm the pointy-headed academic who got his PhD at 25 and hasn't really left academia. And Royce is the super-successful consultant and private equity founder. And so we have very different backgrounds. We have a lot of mutual respect. And I think when our teaching works really well, we are bringing the best of both of our backgrounds to it. So that's really important. The other thing that's really important, I don't know how this was on, I truly believe it. We really like our students. We have fabulous students. They're accomplished. They're clever. They're thoughtful. They're hardworking. They're serious. They're great. We can go years before we co-call a student and find them unprepared. It just doesn't happen.

Starting point is 00:54:05 So we really respect and like our students. That is really helpful. We also think, at least, I'm pretty sure I speak for Royce in this, we're really diehard capitalists. We really do believe that if you go out and you run a small business better. You're making the world a better place. We really believe that. And for us, we feel like it's not evangelism by any means, but we feel we're really helping the world and we're really helping our students. We're showing them a new career path and they're going on and doing wonderful things for their workers and communities. And it's super fulfilling for us. I've been at Harvard Business School for a long time, nearly 38 years now. Before I did this course, I taught everything in corporate finance.

Starting point is 00:54:51 And I could go decades without somebody saying, you really change my life. Thank you so much. You know, just teaching this kind of cash flow just doesn't evoke that kind of emotion in people. I don't know why. It does in me. But I don't know that we hear that every day, but we hear it quite often. And we see it in our students. And we see students coming back over and over again saying, your class was pivotal in my life.

Starting point is 00:55:15 And we hear it in our podcast. So it's really great. How much do you teach capital allocation? That strikes me as something that on average, the seller is going to basically have never thought about or been taught about the basics of smart and thoughtful capital allocation, whereas the average student in your class probably has thought about it a lot, been taught it maybe by you. That could be a hugely powerful lever in some of these businesses at some stage. Is that true? Or am I missing the mark? I would say we direct our students to businesses that are capital light. So once they buy a business, and we probably should have put this on our list of qualities, which is superb free cash flow characteristics, we are nudging them to business service companies where EBITDA almost exactly equals free cash flow. And so capital allocation decisions are very episodic. They usually center around a tuck under acquisition. Sometimes they're expenses that are really investments like launching a new sales force.

Starting point is 00:56:19 And of course, they're taught how to do projections and see what kind of return on an expense there is. But I don't think there's a lot of allocation that goes on in these businesses because of the nature of the businesses we suggest they buy. I mean, the nature of small business is that they're generally undercapitalized and have to ration capital. And by the time they go to make capital investments, usually those decisions are pretty apparent.

Starting point is 00:56:43 I have demand for another technician. That technician needs a new van. I'm going to buy a new van. There's a lot of that. One of the things we do talk a lot about Royce is IT investment. And we're generally negative on it. Oh, interesting. We generally say our students are of a generation that they can't get home without checking

Starting point is 00:57:04 their phone about how to drive there. It hadn't occurred to them that they could just go the same way they went yesterday. They can't just go to a restaurant. They need to do whatever they do on. their phone before they go. Anyway, it's a generational thing. But what we think is that many of our students want to go in a business, particularly if it's being sold by somebody who's in their 60s or 70s, it's probably technologically light. And our students always have this great desire to spend a couple hundred thousand dollars on a CRM. And we have two answers to that. One is

Starting point is 00:57:35 a couple hundred thousand dollars is a lot of your free cash flow. You got to be thoughtful about that. Certainly your early years, if you're SBA, you don't have debt covenants, but a lot of them are conventionally financed and they do have covenants and they need to be mindful of those. So one is it's pretty expensive. And two, you don't really know what the business should be like in your first year. You got to really wait. And so if the old owner managed it by sticky notes, buy some sticky notes. Go to staples. They're not very expensive. You can buy a lot of sticky for a new Salesforce application. Try that for a year and see what you really need. Because you'll be a better manager at the end of year one and you'll know exactly what you need then. That's a part of

Starting point is 00:58:15 this. That is one form of capital investment. By the way, our students routinely ignore our advice on this, but we feel good giving it. What advice would you give to those listening that haven't gone to school for this or studied this in an academic setting but want to do it? They want to conduct a search to buy a business. We haven't talked much about the literal process of successful search. Where do people begin? Are there databases of companies? Is it best to first identify a vertical that interests them and then go pound pavement? What does the process of successful searching look like? It's not pole vaulting. I always wonder how people actually do the first pole vault. How do they do that? Or a ski jump. Put somebody on this thing that's tall of the Empire,

Starting point is 00:58:57 State, Bill and say, just don't turn, go straight. It'll be okay. I don't know how that I can get. Here's a stick. Stick it in the ground when you get close. When you land, it'll be fine. I don't know how that happens. This is a mystery to me. But searching is not. You just commit to it. There's this thing, Google, you can find brokers, you talk to brokers, get on their lists,

Starting point is 00:59:17 you do some search, you look at some databases, you try to find what companies are out there. It's like so many things in life. Just do it. Just decide you're going to do it and then just do it. Royce and I describe it step by step in our book. I think those steps can still be followed. But it is the case that most people discover that it's a highly personal activity that they're going to do a geographic search that's a small geography. They're going to go move to that geography and they're going to go to every chamber of commerce event.

Starting point is 00:59:50 They can find. They're never going to have breakfast or lunch by themselves. They're going to meet people, meet people, meet people and find the business. They're going to go door to door if they need to, but they're going to meet every business owner in the locale. If people are doing a national search, a very different process. But again, it's heavily brokered or maybe it's direct outreach in an industry. But what I think doesn't work is theorizing what industry might be exciting in the future and spending six months theorizing about an industry before you actually call. So when we work with new searchers, we say your goal for this week is to have an owner's meeting. Just have a telephone gone. conversation with an owner. Just do that. That leads to something. I agree with everything Rick just said. And I'd just add a couple of numbers that add to this, which is the sense of possibility here. In the United States alone, because searching has become global, there are approximately 3,000

Starting point is 01:00:50 small business brokers, professionals who do nothing but intermediate small businesses. And there's something like 300,000 small businesses that change hands every year where the seller sells. So it is not that hard to get in the flow of this, harder to filter and find a good business at the right price with a committed owner. But getting started at it and bathing in a flow of companies, which is how you learn and how you find, that's really not that hard. A lot of what you said makes me wonder about value creation and duration of the opportunity. three things come to mind. One is the magic is in the multiple, the difficulty of finding a company and getting a transaction done. And the fact that lots of the margin and growth comes from

Starting point is 01:01:32 the initial conversations with customers, these are all things very early in the story of one of these transactions, which makes me wonder, like, is the vast majority of the value created pretty much up front? How long do you see the typical person running one of these companies? What does that distribution look like? I want to just think a little bit more. more about your example because everything you said made perfect sense, but that's not the way the empirics look. What looks is that people buy their businesses and then they all project five or 10 percent growth in their conservative case their first year, and they all have five or 10 percent losses their first year. It's five percent worse than their base case year. Some of that's

Starting point is 01:02:15 because sellers sell on good years. And so this averaging central limit kind of thing. But it's also learning the business and meeting customers and distraction and the seller's distraction and the business has some degradation during the sale process. All those things happen. But I think the idea is that what you said is right. The first two are about getting to the transaction. That is getting the transaction. Talking to the customers happens often during that first year, but you're not able to capitalize, make good on those ideas, usually for a year or two. So what we see is year three. good year. Do you agree with that, Royce? Yeah, totally. That's when these entrepreneurs have really learned what the customer wants and start to come up with programs and service lines that address that.

Starting point is 01:03:03 What is the normal life cycle and who do they tend to sell it to when they're done? Before you go to that, I want to say one more thing. Will Thorndyke, who you know well and we know well and has been a long time and thoughtful investor in this space, has actually looked at a lot of the data and concluded that everyone sells too early, that the successful companies really compound their success in year seven, eight, 10, 12, and then really there should be much longer holds. And I think we agree with that idea because the successful searchers we know really well keep getting better and better and the companies keep growing. What takes searchers out more than anything else early, meaning year five or six of operating the company, is that they have 95% of their net worth

Starting point is 01:03:47 in this one company and it's a good company, but their capital allocation is just not sensible anymore. And they're an entirely different manager than they were when they were a newly minted MBA. They are now an accomplished CEO entrepreneur with seven years of experience, and maybe there's a different economic deal that they could get on next. And in many cases, this propels a sale, which I think, Rick, I know you'll speak to this too, but I think we have questions about that. It's a little bit like if you bought a business and went through the J-curve of the initial investment and you sold right after that. Here, you've finally, you've finally, become a really expert CEO in this business. You've got the business pointed in the direction

Starting point is 01:04:26 you want. It's really doing well. Why would you deny yourself the next half decade of that? I think it's a capital allocation issue. Yeah, I think it's diversification. Diversification issue. Thank you. It's another way of putting words in, Royce is small. Some investors are willing to recapitalize and re-incent the CEOs. It's a cumbersome thing because you don't really know what the value of the business is. It's really hard. And a lot of it depends on the business. CEOs, because they're so focused on their business

Starting point is 01:04:57 and have such a concentrated position in their portfolio, they may have a key contract, three-year contracts, and they won each of the last three years, but they get convinced that the next one they won't be able to win. And I don't think it's because the facts on the ground have really changed that much. I think it's that they look and say,

Starting point is 01:05:16 Oh my word. If I don't get that contract, it's going to have huge consequences to my personal wealth. And I don't want to be at that risk. So I think as you have more to lose because you've accumulated wealth and you have an illiquid, undiversified position, I think that tends to drive people to sell. Whether they sell too early or not, I don't know because I think from an investor's standpoint, they might be selling too early. From an entrepreneur standpoint, they might be selling at just the right time because they're living with this really high cost of capital because they're bearing all this total risk, not just the diversifiable risk. Thinking about the topic of transitions, Roy, I'm curious if you'd be willing to talk a little

Starting point is 01:05:57 bit about your decision to leave private equity and go do this instead. You talked me through this when we were together a month ago or so. I just thought it was so interesting your thought process for making a big decision, frankly, kind of at the peak of your private equity powers. I think anyone that looked, like, if you built the HBS case study and ended it exactly when you made your decision, it'd be very easy to say, yeah, this thing goes on to be one of the dominant private equity firms. I think you built the firm a little differently than many others did. Can you say a few words about your choices in building that business and then especially why you made the decision you did at the end? Sure. I co-founded it with someone named Andrew

Starting point is 01:06:36 Banks, who had been my partner previously at Bain & Company. And when we started it, it had a strong sector focus, which was different to new in the late 80s and early 90s. Today, it's table stakes in the private equity business, but it was a powerful driver of Abri Partners' success. And he and I ran the firm for a quarter century. We did it for 25 years. It was a wonderful experience metaphorically. I ran to work every day because I enjoyed myself. What I'm about to say is true about Andrew as well, we started to try and envision how we would reflect on our lives at the age of, say, 75 or 80 looking back. And if we spent the incremental 15 years, so not a quarter century, but 40 years running a private equity firm, would we think that that was a really

Starting point is 01:07:22 sensible allocation of our professional life? And the answer was, no, it really wouldn't, because 25 years was a great experience, but there are other things in life that are different and interesting. And so that really motivated us to sort of want to do something different. By the way, it helped the firm was doing well. We had a talented group of partners in the next generation who could step up and this would be good for the investors and for them. That was important. But that was what was driving our thinking. And I will add that I will add two things. One is that there was a catalytic event for me. I was working late one evening in my office. And my dear friend and long-time partner Andrew Banks came in. And I always think of this a little bit like in Charles Dickens as

Starting point is 01:08:06 the Christmas Carol when Jacob Marley comes in and wakes up Scrooge and tells him what the future will be like if he doesn't listen to his partner Jacob Marley. And Andrew said, Royce, when we started this thing, we had more time than money and now we have more money than time. And we ought to act accordingly. And I thought to myself, that is really good advice. I'm not going to admit it to Andrew. It'll just ruin him. I guess I just admitted it. Hopefully he doesn't listen. But those were the reasons for leaving. And when I left, it was very disorienting because I was leaving something I was very good at. What could I do to replace that? I had the immense good fortune of partnering with Rick Rubek and building this in a partnership with him. And boy, I'm so glad I did it.

Starting point is 01:08:44 Rick, I have kind of a related question for you, which is, you said 38 years now at HBS, an incredible run every kind of experience as a teacher of young people. What would you say about the state of higher education platforms, classes like the one? that you teach how effective they are, how they need to evolve in an AI world where you can learn whatever you want at your fingertips if you're curious and enterprising. What needs to say the same based on all your experience and what needs to change? Well, that's a hard question. And I think I'm not the best person to answer that because I'm really limited by my experience because I'm not a very techy guy. I mean, I can log into my computer and I got a new phone. I don't even know how to

Starting point is 01:09:32 shut it off. So I don't know. I'm not a person who really thinks deeply about how AI is going to change our educational experience. But what I can say is I taught at MIT before I came to Harvard. And in MIT, we taught things. At Harvard, we really teach situations. And what I find, our students are extraordinarily good at is pattern recognition. It's hard to see how this learning happens. It's hard to measure it day by day. It's hard to quiz them on it. But what is absolutely true is after two years of a case-based education, you've seen hundreds and hundreds of situations, and life is going to give you those situations. So I can't tell you the number of times I'll meet with an alumni and they'll say, we'll be talking about something and they'll say, oh, that's just

Starting point is 01:10:28 bottle of lumber. Now, it's not about lumber distribution in whenever that case was first written in the 1950s. That's not it. But it is the case of a company who's in the case of but lumber makes financial profits, but no cash profits because all the cash goes into working capital. So there's that pattern recognition that just sticks with people. And I, I think it's really hard to Google your way to pattern recognition. It's like so many other things. There's no gizmo to teach you how to be a really good alpine skier. There's no piece of AI or science that's going to make you stronger in the weight room or

Starting point is 01:11:09 faster on the track. I think you just have to do the work. As I like to say, success only comes before work in the dictionary. I think that is true in learning. I don't think there's an easy way to learn. I think there are fun ways to learn, but I think you actually have to put in an effort to learn. I think you'd add to that, Royce, about from your 15 years now of experience at school, how things should stay the same and or change.

Starting point is 01:11:34 I so agree with what Rick said on this. I think of great institutions, there's a tension between research and practical teaching. Schools have to find a balance because different constituencies, want different things out of those institutions. Faculty, alumni, the general public want the benefits of the research and new ideas that come out of them. Often the students want a very practical education. And you're operating one enterprise that's trying to produce both of these. And finding the right balance between those two is like an eternal challenge for a fine school. And so I've been very struck being inside of Harvard as a faculty member, how challenging it can often be to deliver

Starting point is 01:12:20 both of those, because as a student, you experience the faculty just in their capacity as teachers, and you don't see that there's this huge other component to their careers. One of the things that's special about the Harvard Business School is we understand we're a business school. We're not an economics department. We're not a behavioral science department. We are very much a business school. So while as faculty members, we spend more than half our time doing research, that research has to have a business focus for it to be valued by the institution. Now, what that business focus is can be almost anything. It can be some behavioral way or it can be some new way of managing a workforce. It can be new way of managing a portfolio. It could be all

Starting point is 01:13:05 kinds of things. But I used to like to apply the rule and I don't know if the institution would still agree with this rule, but I do, which is if you're working on a research project, at the Harvard Business School, you need to imagine that somebody would actually pay for the results of your work. Maybe not the cost of the research, but they should be willing to pay something for the results of your research. And if nobody cares enough to pay for your research, then maybe you should be doing it in the economics department, or God forbid, the Kennedy School, but not here. One of the coolest things about what you do is that you get to have these ongoing relationships with students beyond just the couple of years that you're with them in the classroom. I've talked to

Starting point is 01:13:46 a couple of your former students before this, and they all say the same thing, which is they still call you for advice, for commiseration, for just to catch up, that you have relationships with them for a long period of time. What do people most commonly call you with looking to you for sage advice or someone to talk to? Like, what are the most common reasons that you continue to get those calls beyond just having a great relationship with a person? And maybe that's the right answer. I mean, we certainly get questions about specifics in the small firm space. I'm considering this deal. The seller wanted to do this. Does that make sense? Does this equity rollover make sense? Does this structure make sense? I'm having problem with somebody on my board. How would you approach that?

Starting point is 01:14:31 So we certainly get those practical business questions. I think we get questions. People call us often when they're struggling with something. Something just isn't clear to them. And they want to go back and have somebody to talk to that they think is smart or clever, non-judgmental, or something. So we get a lot of those phone calls, I think. Do you agree, Royce? I do agree with you, Rick. I would add to the list that these are very smart people. And often when they're dealing with a problem, it's because you could go either way on that problem. And they call for a second set of ears that they trust to listen to this. And more often than not, if you force them to make a decision, they would,

Starting point is 01:15:12 make the same decision you're making, but they just need to hear someone else who kind of understands business and they trust saying, yes, that's sensible. So I think there's a bit of that. Before they jump, they want to get a confirmation from us. I was going to say, and often they call me when they have this sense that they might be wrong. Because you always say, Rick, feedback is a gift. I say feedback is a gift and I'm willing to say to somebody, that's really stupid. You thought about Why would you do such a stupid thing? This is a really interesting thought because I never consider this. When they suspect they're wrong, they call you and when they suspect they're right, they call me.

Starting point is 01:15:50 I think that's correct because you're always more cheerful after those. I'm like, what happened are these students? Why do they want to buy such a crappy business? And you're like, oh, I talk to so and so they have such a great deal. It's 80% recurring revenue. And I say, I don't get those. They call me with a pizza joint. I guess that's why you're such a great long-term partnership.

Starting point is 01:16:16 Yeah, that's right. Since I've interviewed you both before, I've already got to ask you my traditional closing questions, so I have to come up with a new one this time. And what I thought that would be fun is to ask each of you, what your favorite case has been to teach your students? And maybe tell us a little bit about that case and why you like it. First or second case we teach each year is a case called Nashden Partners. And it's about two HBS students.

Starting point is 01:16:40 who actually graduated a few years before we started the program. So before there was any entrepreneurship through acquisition teaching, before it was a thing, they cottoned on to it. And they did a laborious search, and they bought a small municipal extermination company that had great revenue qualities. And they took a few years to figure out how to crack the code. Once they cracked the code, it led them to seven years of fantastic growth, both organic, but also acquisitions, and they sold it for a huge price.

Starting point is 01:17:09 And it's kind of a template journey of how people who were never in the municipal extermination business figure out a business, have they find a company that has the qualities you want to find in these businesses, why they can do a job that the owner before couldn't do. It's sort of a way of shining a light on this and saying, there are many forms this can take, but this is a good picture to remember when you think about ETA. And I just love that case because it explains the journey we're going to take them on, which is a great place in my heart. We've been teaching it since, I think, 2000.

Starting point is 01:17:41 That is a great case, and it's nice to start off with one that we know is going to work out pretty well. It will usually do that as our very first case of the year. I was going to pick one that will probably make your teeth hurt. Can I pick two? Because they're very similar, actually. No rules here. One is a company called Capital Digital. And what I really, really like about Capital Digital, it was purchased by a student of ours, Nick Anderson.

Starting point is 01:18:07 and as all good cases came, I was at another student's wedding and happened to be sitting beside Nick, and I said, how are things going? And he said, I can't tell. And he described his first year of owning the business, which had its challenges. But what was hard for Nick was it was almost impossible to figure out what was really going on. And it just highlighted how special small business is. Small businesses are small and their information systems are small, and the evolution of information is small. And so in this instance, there was nothing wrong with the business, but it sure looked like there were things that were wrong with the business. And it was just that the firm needed to worry about its product mix a little more carefully than it was, but it was very subtle, and it took

Starting point is 01:18:58 them a few years to figure it out. But once they figured it out, they've been tremendously successful in the year since. But it's this evolution of information that I find. fascinating. And my other favorite is a really odd choice, Royce. It is Brian Bonk and the Pelfry's case. So we close our course with this case. Every time when I'm getting ready to teach this case the night before, I say to myself, and sometimes I even call Royce, and I say, Royce, who's stupid idea was it to have this case at the last case? Because this is just a terrible, terrible case. It's a story about a young man who gets his PhD in biology at MIT. And while he's in the process of getting his PhD in biology at MIT, he comes and takes

Starting point is 01:19:45 our classes and decides there's a lot of smart biologists in the world, but there aren't a lot of smart biologists that own small businesses. So he's going to go buy a small business. Royce and I work with him, and we really enjoy working with Brian. And he finds this business. Can I say what it does, Royce? Is that okay? Yeah, absolutely.

Starting point is 01:20:03 He finds this business that is in a most unusual marriage of businesses you can imagine. It is the largest rabbit slaughterhouse in the United States. And who doesn't want to own that and just be able to say to their grandchildren? I killed 5,000 bunnies this one. I have to be careful my grandkids sometimes listen to this. And a biotech version that takes the byproducts of the rabbit meat and turns them into biological products. that turn out to be essential in the development of so many things like Prevnar and a whole bunch of vaccines. So it is a really interesting business. Half really appeals to Brian, as you might imagine.

Starting point is 01:20:47 In any event, the last case is about Brian's attempt to close the business. I think it takes, I mean, we have the number of days in there, but it's like 280 days or something crazy like that. I mean, Moses got to the promised land more quickly than Brian gets the closing. And it's a video case. And the way we did the case was we had Brian record his impressions whenever he wanted to on his iPhone. And then the magic of editors pulled that all together into this video case, which is about an hour long. And you see this journey. And it's like, well, I thought this issue was resolved. And Brian says, well, This issue's back. I thought it was resolved. This is the fourth time it's not been resolved. I don't know what to do. I'm just so frustrated. I guess I just have to get back to work. And it just is this, oh my word, it so shows the frustration of search, the challenge of search, why it's hard, because information isn't always available at one time. Anyway, that's kind of a favorite of mine. It's a weird favorite, right, right? I love it. It makes me wonder if there's anything that when people like me ask you questions about this whole domain that you're surprised they don't ask about.

Starting point is 01:22:07 What's something, if anything, that comes to mind that I haven't asked about it all today that's like essential or interesting to you having spent more time in this space than just about anybody else? The question I always have is why more people don't do it. We have 920 students graduate every year. It ought to be 100 people searching. We get like somewhere around 20, 25 a year. And then probably another 20 out of that class over the next three or four years. Right. Not 100 for sure. But not 100.

Starting point is 01:22:36 And that doesn't mean there aren't great jobs in private equity and in corporations and in consulting. But for me, for my taste, this is such a better career path than working for somebody else. Is it perceived as low status? Not anymore. Yeah. I don't think it's a low status thing. If I were to think about the people who choose to go into large enterprises, the things they would say, are important to them. I used to believe they're not rational. And if they only listen to the

Starting point is 01:23:04 preachers, Rick and Royce for long enough, but what I've come to realize is they have a bunch of values that are sensible. And different. And different. Thank you, Rick. That's exactly right. And those would be, in no particular order. They want to work in an enterprise that have lots of resources so they can do the polished work that they've been trained to do and they get satisfied by. They want to be surrounded by co-workers, colleagues who are like them, highly educated, who show up at work, wanting to be the best they can be, because work is a social activity. They want to be part of something larger than themselves, not limited to, but including a great brand name. They want to be part of the team that brings Coca-Cola to China. And so these are things that are really important.

Starting point is 01:23:47 And if you say, well, wouldn't you rather be more independent and not have a boss? And they'd say, sure, of course, but I want these other things more. And I think that's the people who look at this and say it just isn't to fit with me. I agree with every word you said. I would also add one minor thing, and maybe this is my thought, and this may not be true. But I think if you somehow dug and peeled their hair away

Starting point is 01:24:10 and dug inside their brains for a little bit, you would find that not everybody is comfortable with doing the most difficult thing that a CEO does, which is right down the to-do list. And it is so much easier to work for somebody and have them tell you at the to-do list. I work for a private equity firm. They've told me to work on this deal.

Starting point is 01:24:33 Or they told me to source in this industry. They're not telling me to pick any industry and source it and have my entire wealth tied to that industry. And even if I do do that, they're not telling me to run the firm after I bought it. There's a sense where you say, oh, when you're managing a small business or finding a small business,

Starting point is 01:24:52 you're saying, this is important to me, this is important to our firm, and this is a direction we're going to take. Not everybody's comfortable with that. I have learned so much from you both. That's my question, too, is from multiple perspectives, from the investor perspective, from the searcher perspective, I think you learn so much running a business that you can't learn in any other way. And obviously, your work has done this.

Starting point is 01:25:16 Hopefully, conversations like this one, get more people curious. I encourage people to read your book to listen to your podcast, to submerse themselves and the ideas that you've accumulated over 15 years together. Thanks so much for doing this with me again and for your time and for everything that you've done. So much fun to do it 10 years later and I guess I'll see you in another 10. I'm looking forward to that. Thank you, Patrick. This was really great.

Starting point is 01:25:38 It was as fun this time as it was 10 years ago. If you enjoyed this episode, visit join colossus.com where you'll find every episode of this podcast complete with hand-edited transcripts. You can also subscribe to Colossus Review, our quarterly print, digital, and private audio publication featuring in-depth profiles of the founders, investors, and companies that we admire most. Learn more at join colossus.com slash subscribe.

Invest Like the Best with Patrick O'Shaughnessy - Royce Yudkoff & Rick Ruback - Entrepreneurship Through Acquisition - [Invest Like the Best, EP.423]

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