Merger Best Practices

Terry Putney is President of Transition Advisors, a company that consults  CPA firms on mergers & acquisitions. This is the first of a two part series on the highlights of Putney’s presentation to two of my Chicago-area managing partner roundtable groups.

Downpayments. Sellers are keen on getting as large a downpayment as they can possibly extract from buyers. The downpayment is seen as protection in the event that the buyer defaults on future payments that are not guaranteed. It also respects that time-honored principal of finance: money today is worth more than money tomorrow. But pressuring the buyer for a sizeable downpayment may be misguided. First, downpayments reduce future payments, so the seller should keep in mind that total payments will be the same, regardless of whether downpayments are made or not. Second, most buyers don’t want to make any downpayment, so, sellers can dramatically reduce their universe of potential buyers by pressuring buyers for money up front.

“Must-haves.” These are merger terms that the seller feels he/she must have in order to do the deal. Examples are a minimum sales price, downpayment, compensation during the transition, a title, a compensation guarantee, continuation of certain perks, assurance that all the seller’s staff will be hired by the buyer, etc. The more “must-haves” a seller has, the more likely it is to scare off viable buyers. Savvy sellers try to keep their list of these items to those that are truly essential, knowing that buyers will most likely try to negotiate other terms that offset the seller’s “must-haves.”

Gaps in billing rates between buyer and seller. This is overblown by both buyers and sellers. Sellers fear that a big gap in billing rates will result in the buyer raising his billing rates, thus risking the loss of his clients, which reduces his sales proceeds because payments are contingent on collections. Buyers often shy away from smaller firms whose owner billing rates are substantially lower than their own, fearing that the gap in rates can never be overcome.

Both buyers and sellers need to understand that one of the reasons that owners at smaller firms have lower billing rates is that they usually perform a lot of billable work typically done by low level staff at larger firms. As a result, they have lower standard rates because clients won’t pay partner level rates for low level work. So, once the small firm owner is part of the larger firm, much of her billable work will be delegated to staff, thereby enabling her to carry a much higher standard billing rate.

Falling in love. Many sellers make the mistake of rushing into a merger or sale before taking the time to assess the fit of their culture and personality with the buyer. This happens especially in cases where the seller has known the buyer for a long time. Because of this long-standing friendship, the seller “assumes” the merger will work and takes a pass on doing his/her due diligence on the buyer. It’s like “love at first sight.” Most of the time, when we see mergers or sales fail, it’s due to either the buyer or the seller failing to take the time necessary to check out the other firm and ask critical questions.

State of the market. There is lots of pressure on organic growth at firms. Partners are struggling to get used to the “new normal” – a sluggish economy that is unlikely to return any time soon to the golden age when firms grew at 10% or more per year. As a result, firms are much more active in looking to merge in smaller firms to satisfy their appetites for growth. The larger the firm, the bigger the appetite for growth. This boundless push for growth, the lack of any new services being developed for clients in recent years (such as SOX work a few years ago) and the continually growing number of firms that must merge up or sell due to a lack of younger successors, are all fueling a frenetic merger market. Putney feels that it is likely that prices paid for small firms will go down as more and more sellers flood the market, allowing buyers to cherry-pick their mates.

Thousands of firms are currently seeking the most viable exit strategy available to them: merge into another firm. But most partners have never negotiated a CPA firm merger. How do you get started? What can your firm do prior to the merger to insure its success? What actually needs to be negotiated? The answers to these questions and many more are addressed in Marc Rosenberg’s monograph How to Negotiate a CPA Firm Merger.

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CPA Firm Comp Committee Members Are Like Judges

The heart and soul of the Compensation Committee (CC) method for allocating partner income is this:

The system can only work if the people being judged are willing to trust the judges. Period.  If the partners aren’t comfortable with this, then they should not use the CC.

The following quote is excerpted from an article entitled “The Ideal Judge,”  by South African Chief Justice, M.M. Corbett.  Despite the article’s obvious intent to describe the ideal qualities of a courtroom judge, the parallels to a CC member are striking.

Said Corbett:  “If I were to attempt to sum up in a few words the qualities which ideally a judge should have, I would say knowledge, experience, judgment, independence and character.”

What are the ideal qualities of a CC member? A good list would include the following, all of which relate to at least one of the qualities above:

Be fair and unbiased. Avoid any perception of being self-serving.

Recognize both results and efforts in evaluating a partner’s performance.

Evaluate how each partner performed vs. what was expected.

Recognize intangibles.  Look at both traditional production (Finding, Minding and Grinding) and intangibles (teamwork, interpersonal skills, management staff mentoring, work ethic, etc), making sure that one isn’t valued so highly as to render the other inconsequential.

Avoid being overly conservative. Be open to handsomely compensating the top performers and scaling back the comp of those who did not meet expectations, regardless of the “pecking order” or their present compensation.

Be brave; be bold.  Some partners have reputations for “going ballistic” when they get upset or things don’t go their way.  A good CC member is willing to recommend compensation amounts to these volatile personalities fully knowing that they may be publicly and vociferously confronted by these partners.

Do your homework.  In sports, players are frequently voted to all-star teams based on past achievements, even if this honor is unwarranted based on present performance.  Don’t let this happen in the comp committee.  CC members should carefully study all data collected by the committee and avoid making quick, impulsive judgments or listening to hearsay.

Communicate with crystal clarity. CC members should be prepared to explain and communicate their judgments and decisions, both to the partner group as a whole and one-on-one with partners.

Announcing our newly expanded and updated monograph HOW TO OPERATE A COMPENSATION COMMITTEE.    Topics covered include: Why firms use Comp Committees * Make-up of the Committee * The Judges * Compensation Systems Used Depending on Size of Firm * Data Reviewed by the Comp Committee * How Committee Decisions Are Made * Assessing Partner Performance * Partner Base Salary and Bonus * Communicating with the Partners * Open vs. Closed Systems * Best Practices

Click here for more information or to order your copy.

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How the “IKEA Effect” Impacts CPA Firms

I heard an NPR piece recently entitled “The IKEA Effect.”  I was expecting something about IKEA’s growth or expansion, or perhaps a commentary on their business model.  Instead, I heard a clever way to describe how people develop more commitment to goals.

“When people buy furniture at IKEA, they are forced to assemble it themselves.  As a result, people report a high degree of satisfaction with their IKEA furniture, largely because of the greater sense of ownership from the labor required to assemble the furniture,” writes Scott Belsky for the online site, 99u: Insights on Making Ideas Happen.

The IKEA Effect is not just a whimsical thought expressed on a rarely-read blog that was converted to a radio piece.  My research found a scholarly article on the IKEA Effect that appeared in a 2011 issue of Harvard Business Review by Michael Norton, Daniel Mochon and Dan Arierly, all university professors.

To management devotees such as myself, the takeaway from the IKEA Effect is that people will value a project or a goal much more than merely being involved in it, if given the opportunity to create it.

CPA firms struggle with goal setting.  Big time. There are several reasons for this, including:  (1) Not enough time because production (finding, minding and grinding) often takes priority over everything else, (2) Partners lack the skills to literally write a goal properly (measurable, specific, and relevant) and (3) Little or no monitoring and follow-up on the progress of goals.

Adding to the goal setting challenges listed above is a huge mistake committed by many firms and their overbearing (but well-meaning) managing partners:  “Telling” the partners what their goals should be (put more crudely, “shoving goals down the partners’ throats”) instead of inviting them to create their own goals.

This concept isn’t new; it was developed years before the first IKEA store appeared in the United States in 1985.  People will have greater commitment to their goals if they are allowed to create them in the first place because they will take greater ownership in them.

It may be just as frustrating to CPA firm partners to figure out how to write a goal as hammering together an IKEA bookshelf or table.  But in both cases, people will place greater value in the result of their labor.

So now you can impress your colleagues by adding “IKEA Effect” to your jargon vocabulary, taking its place alongside ‘bandwith’, ‘solution’, ‘transparent and ‘value proposition.’  Jargon terms in business world.

Our Monograph Strategic Planning and Goal Setting for Results provides readers a concise, hands-on blueprint for the creation of a CPA firms’ strategic plan and the setting of goals.  It draws on proprietary methods, checklists and handouts use in our consulting work with accounting firms.

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CPA Firm Change Orders: The New Staff Bonus Incentive

Client work that goes beyond the original scope of the engagement – we’ve all done it.

Sometimes it’s work that the client can and should do.  Sometimes the extra work results from sloppy records that need to be straightened out.

Whatever the reason, virtually every firm performs work that was not included in the original fee quotation and which never gets billed because the firm failed to get approval to bill for the extra work.

Where does this familiar scenario lead?  To a big fat WIP write-off.

To avoid these situations, the CPA industry has adopted a practice from the construction trade:  Change Orders.  Contractors have gotten very good at getting their customers to sign off on these written quotes for additional work.

CPA firms need to get good at this too.

I recently spoke at a conference and listened to a MP describe a marvelous practice at his firm for improving realization.  He offers his staff a bonus for every change order they get from the client.  His thinking went something like this:  “Our staff are in the trenches, doing the work and interacting with client personnel.  They are in the best position to identify change order situations.”  At this firm, staff are encouraged to go directly to the client with the request for the change order or check with a manager or partner first if they feel more comfortable doing it this way.

Checks are written to the staff every time they get a change order signed (in other words, it’s not part of a general bonus paid at the end of the year; it’s paid as soon as the client pays the bill).

What a great idea!  In fact, it sounded so good that I asked all the people at this session why they wouldn’t do it.   Not one hand was raised.

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Boosting Your CPA Firm’s Profits: 4 Great Ideas

Do you want to find quick, easy ways to increase profitability?

If your answer to the above question is “yes”, this blog may disappoint you.

If your firm is not as profitable today as you’d like, there are no easy ways to turn things around. There are few quick fixes.

The following ideas embrace concepts that you’re likely already familiar with. Properly applied, they work. Some work better than others, and some techniques are preferable, depending upon your firm’s current situation. But they do work.

  1. Generate more revenue by focusing on mergers and marketing. The #1 way to increase profits in virtually every environment and economic condition is to generate more revenue.  The make-up of an accounting firm is such that increased revenues fall almost totally to the bottom line because most firms can handle a lot more business with very little change to their staffing and overhead structure.  That being said, and given the sluggish economic recovery, firms today are focusing on these two ways to grow:  mergers (i.e. “buy” more revenue) and increased focus on marketing and practice development.
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  3. Keep the bar high for promotions to equity partner. This may not be the most sophisticated or enlightening tactic, but it has a huge impact on partner earnings:  raising the bar on who is admitted as equity partner and keeping it high.  Obviously, the fewer the partners splitting the pie, the larger will be the size of each slice.  Driving firm profitability and growth is the #1 definition of an equity partner.  Many valuable managers lack the ability to truly drive the firm; firms should make these people non-equity instead of equity partners.
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  5. Personal visits by the MP to the firm’s biggest clients. Line partners who service the clients do a great job keeping them satisfied and cultivating great relationships.  But hard data consistently shows that most partners are reluctant to ask their clients for more business or referrals to their best friends.  But the MP can and will do this in a heartbeat and hopefully, walk away with additional work.
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  7. Specialization.  There are 101 reasons why the Top 100 firms are the Top 100.  One of the top 10 is specialization, something that many firms under $15M really don’t practice in a major way.  Specialization enables firms to charge higher rates and makes marketing easier and less costly because when the firm and/or one of its partners is “famous” for their special expertise, word travels quickly, thus enabling partners to practice their favorite form of practice development – picking up the ringing phone and taking the order.

Our monograph What Really Makes CPA Firms Profitable? condenses 20+ years of consulting to accounting firms. Download a free excerpt by clicking 40 Great Ways to Increase Profitability.

 

 

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CPA Managing Partners: Doing What You Want To, Not What You Have To

I recently interviewed the MP of a small firm that is in the process of merging with another firm of equal size.  I asked him why he wants to merge with the other firm.  Here was his response:

“I’ve reached the point in my career where I want to do what I want to do, not what I have to do.  Doubling our size will give us the critical mass to enable me to achieve this goal.”

He quickly added that this goal was not a selfish, self-serving objective.  To the contrary, he felt that he could be so much more valuable to the firm if he could minimize the time he spends on less important things that get in the way.

This partner’s experience mirrors that of numerous others in similar circumstances. Throughout their careers they’ve worked hard, achieved success and made good money.  But their lives in the firm have always been so busy they feel like most days are devoted to keeping their heads above water: solving problems, meeting deadlines, responding to phone calls and emails, convening partner meetings, coaching partners on improving their performance, implementing items from “to do” lists, etc.

There’s no doubt these high-achieving MPs are proud of their career accomplishments.   But they know they can do so much more!  They have great ideas for taking their firms to new levels, but they need to upgrade the firm’s resources so they don’t have so much on their plates.  The partner I spoke with expressed the sentiments of many:

“This way, I will be free to do the things I want to do, not what I have to do.”

So, to all you managing partners out there, and those in line for the job, ask yourself:  “Am I doing what I want to do, not what I have to do?”  If the answer is no, which I suspect will be the case for many of you, put together a game plan for making a change.

You’ve just read about one good reason to do a merger.  Marc Rosenberg’s monograph How To Negotiate A CPA Firm Merger reveals 15 more reasons for merging AND tactics and strategies for making mergers successful.

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How Different is Your Firm – REALLY?

CPA firm partners have never been accused of being marketing geniuses.  While many understand the importance of differentiating their firm from others, few can execute – actually explain what sets their firm apart from others.

Recently, a small east-coast firm engaged me to merge their firm into a larger firm.  After an initial screening, we called a few firms in for a round of face-to-face interviews.  The two partners did most of the interviewing with me in attendance.

One of the firms invited was a very successful, reputable and profitable firm.   Its MP spent 45 minutes very articulately and passionately describing his firm, their capabilities and how they were organized.  My client fired one question after another to this firm and received eloquent responses.

Then came crunch time.  It was the bottom of the ninth and the bases were loaded. The MP had a shot at a grand slam.   My client asked:  “What differentiates your CPA firm from other fine firms?  What makes you special?  Why should we merge with you instead of another firm?”

He was speechless.  The proverbial cat had his tongue.  The look in his eyes said  “Help.  I don’t have a clue how to answer this.  I’ve just lost the beauty contest!”

After the shock of the question wore off, the MP proceeded to mumble things like:  “Our people.”  “The quality of our work.”  The commitment we have to our clients.”  “We have low staff turnover, which shows how much people love our firm.”

Of course, everyone sitting around the table thought the same thing:  “Wouldn’t EVERY CPA firm say the same about themselves?”

The MP didn’t or couldn’t give a good answer.  Unfortunately, he struck out to end the game.

I’m sure many of you reading this are familiar with the Practice Development 101 drill of memorizing how to  respond when an unexpected opportunity to pitch your firm presents itself.  However you do it, do it in a way that shows how your firm is different.

In defense of the flustered  MP, it’s hard for most firms, especially those under $10M in annual fees, to differentiate themselves from their competition.  Hundreds, perhaps thousands of these firms are profitable, are brilliant accountants and enjoy stellar reputations.  But they remain hard-pressed to set themselves apart  from other firms.

The honest fact is that there are many more similarities than differences among competing CPA firms.  The vast majority can be described by ALL of the following:  Profitable, knowledgeable, high integrity, generalists, partners have 30+ years of experience, etc.

So, what’s a firm to do?

It seems to me there are two choices:

  • Find ways to be different.  It’s hard but by no means impossible. Here are a few examples I hear from my clients:  (a) We specialize in XYZ industry. (b) Starting at an early age, our staff are required to teach technical accounting and tax courses because we feel that when you teach something, you have a better understanding and command of the material.   (3) We guarantee client satisfaction – if you are not completely satisfied with our performance, we’ll refund your fees.  (4) We are committed to developing a strong bench – a big part of the compensation to our partners depends upon their proven excellence in mentoring specific staff under their supervision.
  • Bite the bullet and be honest.  “We know our firm is one of the best CPA firms in the market.  But honestly, there are other very fine firms out there.  We are friends with many of them.  I don’t expect you to believe me when I brag about my own firm.  Most clients hire us because of one or both of these two reasons: (a) a recommendation or referral from a credible source and (b) a sense that there is a good personality and cultural fit.  I would like you to visit our office, see how we are organized, meet some of our people, talk to some of our clients, talk to our bankers and our attorneys.”

So, make sure you have a story to tell the next time you meet someone in the elevator or at the dinner table at a wedding reception or a cocktail party for your alma mater.  Follow the Boy Scout motto:  Be Prepared.

Identifying what sets your firm apart from the competition is critically important to the strategic planning process.  This step and dozens of other pointers and suggestions are addressed in our monograph Strategic Planning and Goal Setting for Results.

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A New Key Performance Indicator: “Lombardi Time”

This past July, The Green Bay Packers installed a giant clock at the main entrance to Lambeau Field, where the Pack plays their home games.  The new clock was deliberately set 15 minutes ahead of the correct time.  Huh?

Well, one of many infamous management tactics of  legendary Packers’ coach Vince Lombardi was to expect his players and coaches to be 15 minutes early to meetings and practices. Not on time — 15 minutes early. If they weren’t, he considered them “late.”

This came to be called Lombardi time.

In a cool PR move, team officials decided not to publicize the tribute, which wasn’t reported in the media until five months later during a Monday Night Football game in December.

If I’m reading correctly into what may appear on the surface as a somewhat loony Lombardi idiosyncrasy, the coach was sending this message to his players and coaches: “I am passionate about winning.” (Lombardi famously said “Winning isn’t everything – it’s the only thing.”)  “I hope you are too, because without that passion, we can’t win.  This meeting or practice is crucial to winning.  So, if winning is truly as important to you as it is to me, prove it to me by making absolutely sure you are on time.  And the only way to be sure you’ll be on time is to build in cushion for possible delays that are beyond your control.”

The applications to CPA firms are blindingly obvious.  Deliver client reports earlier than you promise.  Conduct staff performance evaluations a couple of days before the firm’s deadline.  Show up at partner meetings 15 minutes early rather than 15 minutes late, as is all too common. Arrive at a client meeting 15 minutes before the scheduled starting time.  Stay in touch with your clients by calling them before they call you.  The list is endless.

The common denominator is: exceed expectations.

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CPA Merger Mania: Why Aren’t We Jumping For Joy?

Baby boomer partners have had a nice run.

They have enjoyed 25 years or more of doing work they love for clients they cherish.  They’ve owned their own businesses, earning fabulous incomes compared to most jobs. And they’ve enjoyed the privilege – well most of them – of not being held accountable.

But now this great “run” is nearing its end. Advancing age coupled with the difficult challenge of developing young partners to succeed them has put firms in this predicament.  They have little choice but to seek an upward merger as their succession plan.

The following scenario is all-too common:  A firm with severe succession planning problems explores upward merger opportunities and suddenly finds itself the recipient of a fair and generous offer from a large firm.  The partners discuss it, agree that they should do the merger, but hesitate because one partner asks:  “Why aren’t we jumping for joy?”

“Jumping for joy” is an unfair and unrealistic barometer for assessing whether or not to merge up.  Merging out of existence is an “end of an era” feeling that is bound to happen.  It’s entirely natural.  But that doesn’t mean it’s a bad decision.

Here are some reasons we have heard from textbook upward merger candidates for NOT pursuing an upward merger:

Reason #1:  We fear a loss of control. Response: What do you fear?  Name one thing.  I have yet to talk to a “hesitant firm that can name even one specific, valid fear.  The loss of control issue is more a mindset or fear of the unknown that dissipates once the merger takes place.  However, if you fear being held accountable for things you know you should be held accountable for (like collecting your receivables, billing your WIP, getting your timesheet in on time), then the fear may be valid.

Reason #2:  We feel like we’ve failed the firm by merging out of existence. Response: What’s the alternative – dying in your chair?  Seeing the firm deteriorate to a shadow of itself while the partners hang on in their dotage?  By merging, the partners are being proactive about preserving their clients, providing jobs for their staff and giving themselves a way to retire gracefully.  There’s no shame in merging up –  my  research on the life of CPA firms shows that as many as 80% of all firms never survive the first generation.  Choosing to merge with another firm to strengthen your future is a courageous step forward, not something to be remorseful about.

Reason #3:  We hear a lot from other firms that mergers don’t work. Response:  My experience is that mergers do work…if you do them right.  Doing mergers “right” means (1) doing your due diligence, (2) carefully examining the fit of the two firms’ personality and culture, (3) getting crystal clarity on what will be expected of you at the new firm and (4) understanding what your role will be at the new firm.  Mergers DO work when you do them right.

When people talk to partners from firms that merged up and ask if the merger worked, it’s not uncommon to get a less-than-enthusiastic response.  But it’s not because the merger didn’t “work.”  It’s because things changed.  Many of the old things they were used to changed.  Accountants don’t like change.  Never have.  Never will.

The problem is that the right question wasn’t asked.

The proper way to measure if a merger “worked” is to look at the reasons why you did the merger in the first place and see if those goals were met.  (1) Did you firm up your buyout? (2) Did your clients react well to the merger and were they retained? (3) Did the firm you merged with provide you with younger partners and bright young staff that you didn’t have before the merger? (4) Has being part of a larger given you more ways to satisfy your clients and attract new ones? (5) Are you making more money?

Should you be jumping for joy after deciding to merge up?  Wrong question!  You should be asking:  Will we be better off with the merger?  Will we achieve our goals for doing the merger?  If the answer to those questions are “yes,” then you should feel good about your decision.

For more information on navigating the merger market order Marc Rosenberg’s monograph:
How to Negotiate a CPA Firm Merger

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E-Myth Revisited: Work ON Your Business, not IN it


Michael Gerber wrote two highly acclaimed books in the 80s and 90s:  “The E-Myth” and the “E-Myth Revisited.” 

“The E-Myth (‘E’ for Entrepreneur),” Gerber wrote,  “is the flawed assumption that people who are expert at a certain technical skill will therefore be successful running a business of that kind.”

Those of us who read this landmark tome learned a lot about how to properly manage a CPA firm.  Many of you probably don’t think of your firm as an entrepreneurial business, but it most definitely is.

Gerber schooled his readers to “work on your business, not in your business.”  This saying spawned the sentiment that “CPA firms need to be run like a real business.”

He taught us that there are three key people in a business:  (1) The Entrepreneur- the visionary, the dreamer; (2) The Manager – without the manager, there would be no planning, no order, no predictability; (3) The Technician – the doer, who always lives in the present. 

Gerber said “small business-owners work far more than they should for the return they get.  The problem is not that they don’t work; the problem is that they’re doing the wrong work.”  Put in terms that CPA firms can relate to:  Partners work too often as a technician and not enough as an entrepreneur and a manager.

The E-Myth’s Model: Sarah’s Pie Shop

Gerber taught us by telling the story of his friend Sarah, who owned a pie shop.  As a child, Sarah learned how to bake pies from a dear aunt.  She loves baking pies and everyone told her that her pies were the best ever.  She dreamed of owning her own pie shop and made the dream come true.  But three years into it, she found that the business wasn’t really about baking pies. It was really about work.  She found that the work she used to love more than anything else became work that she hated. Sarah said: “I get to the bakery at three in the morning and bake the pies, open the shop for business, take care of my customers, clean up, close up, take the money to the bank, have dinner and get the pies ready to bake for the next morning so I can start another long day.  And this goes on 6 days a week, year-round. ”

 And as if this wasn’t bad enough, Sarah didn’t make much money.

As you might suspect, Gerber mentored Sarah and taught her how to run her business like an entrepreneur and a manager and hire technicians to do most of the other work.

Real-life model in Evanston, IL: Rose’s Wheat Free Bakery and Café has done business for the past five years in the Chicago suburb of Evanston, a mile from my home.  Rose, the owner, recently announced that she would close Christmas Eve unless she raised $100,000 to resuscitate her shop.  Rose struck an eleventh hour deal with a successful businessman, Marcus Lemonis, to keep the struggling confectionary open. He will infuse the necessary capital into the business and, as its new part-owner, will guide it toward a sustainable business model.  Said Lemonis:  “This is a woman who epitomizes a great baker, but maybe not all the business skills.”  Lemonis went on to say that “some things inside the business can be fixed very fast to make the bakery profitable.  For example, we will buy some new equipment that will speed up the process for some of the bakery’s most popular items.” 

What a great story.  A wonderful bakery stays in business.  Customers will continue to have a source for scrumptious gluten-free goods.  Rose’s dream stays alive.  And, of course, yet another illustration of how effective management saves the day.

By the way, if you haven’t read the Gerber book, you should pick up a copy.  When I read it, it seems like it were written with CPA firms in mind.

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