Episode with guest: Tom DeSimone
Director at Prairie Capital Advisors, Inc
(This episode was recorded in February of 2021.)
Key Episode Take-Aways:
1. Having a plan in place will help you be prepared for whatever your company has to endure. (click to jump to this topic below) Once the summertime came around, the chaos of the shutdown in March and April subsided, and most businesses, I say most because there are some industries that are in their own bucket, hospitality, and travel those type of businesses, but most businesses found a way to operate, the dust settled, and they had a game plan to execute once the market started to stabilize.
2. COVID pushed sustainability to the forefront. (click to jump to this topic below) But what COVID did was it really pushed that topic to the to the forefront, and it's really doing three things. How do we manage our role? What type of benefits and value are we giving to our employees? And how do we maintain that we want our employees to have a 10% benefit every single year?.
3. Things change very quickly, long-term planning helps to keep you ahead of what happens. (click to jump to this topic below) I do think 2020 showed you how fast projections and plans can change. Which brings on a concept of long, term planning, I think about everything that we just talked about, say with transparency and value drivers. If you can get all those things working correctly, I think you can really have the backbone to like a five-year plan, three-year plan.
Continue scrolling to read the full episode transcription.
The "Change the Game" Podcast is sponsored by Prairie Capital Advisors, helping businesses think forward. For more information, visit prairiecap.com/ggob That's Prairie cap.com/ggob.
Welcome to the "Change the Game" Podcast, where we share stories of open book management and highlight capitalism at its best. Thank you for tuning in to this episode of the "Change the Game" Podcast with special guest Tom DeSimone. In this episode, Tom shares with you the major shift his team of advisors have seen during the pandemic, and how you need to focus less on 2020 and more on 2021 to ensure stability in your company. Here's your hosts, Rich Armstrong and Steve Baker.
Steve Baker 0:56
Welcome to the "Change the Game" podcast where we are changing the game by doing business differently. And we're highlighting stories of capitalism at its best. I'm Steve Baker. And here with me as always is my co-host Rich Armstrong, the president of the Great Game of Business and co-author of our new book, Get in the Game: How to Create Rapid Financial Results and Lasting Cultural Change. How are you, Rich?
Rich Armstrong 1:20
I'm good, Steve, how are you?
Steve Baker 1:23
Doing well. In fact, I'm especially excited today because we have not only a good friend but a very special guest today. Tom DeSimone, Director at Prairie Capital Advisors. Prairie capital is actually one of our sponsors and a longtime friend of the game. Tom's a frequent speaker in all kinds of different forums, including the National Center for employee ownership, ESOP Association, the Illinois CPA and of course, the Great Game of Business. Tom focuses on advising mid-market companies on ESOP and mergers and acquisition transactions and corporate valuations and even investment banking services. I'm surprised Tom would even talk to me. He also sits on the board of directors of a company that provides cyber research, Rich, and development services to the federal government. Tom, how are you doing?
Tom DeSimone 2:15
Great, Steve. I'm doing awesome. How are you guys? Rich, good to see you again here. Good to hear about all the great things Great Game has been up to.
Rich Armstrong 2:24
Thank you, Tom, thanks for joining us.
Tom DeSimone 2:26
Steve Baker 2:28
As I mentioned before, Prairie Capital, or Prairie as you've now rebranded has, been a longtime friend and partner of the game. And you know, I guess I would say more than that you're consistently recognized for your contributions to the community, both the employee ownership community in and around ESOP, but also in M&A, in mergers and acquisitions, those are our fields that that can be connected, but are also quite different. For those that may not be familiar with your organization. Could you kind of give us a foundation share a little bit about the types of services that prairie offers their clients?
Tom DeSimone 3:08
Sure, yeah, happy to do it. So, prairie capital visors, we're a 25-year-old business, we focus primarily on ownership transition. And that can mean a whole host of things. Our two main core competencies are in employee stock ownership plans or ESOP's, and then mergers and acquisitions. But there's a whole host of things that come with that, you know, when the investment banking world, there's capital raising, and dividend recaps, and all those fancy words. But at the end of the day, our job is to help business owners understand their options to transition their business. Over the course of 2020, there's been quite a bit of movement in both of those markets. And one of the other areas of business that we do is for consulting, particularly to the idea of the hot topic of ESOP's sustainability. How does a business continue to be an ESOP company an independently owned company in the face of all types of headwinds? How to how does it persist into the future? So that's been a hot topic for 2020? We could touch on that a little bit later. But I find myself doing quite a bit of those discussions as well.
Steve Baker 4:21
No, that makes sense was such a huge amount of the population, looking at retirement. We kind of think of it as everybody's in transition or denial.
Tom DeSimone 4:31
Steve Baker 4:33
A lot of what you do is centered around education and transparency. And that's really the heart of the game, right? Teaching people business and asking people to take part in it. How does that influence your work with clients?
Tom DeSimone 4:47
Hey, no see this it's part of our foundation, the education piece, ownership transition for most people only happens one time, and there's this construct of how do we make sure that that is done correctly, way up front. And Prairie from its inception 25 years ago, has always said, we are advising owners on how to transition, we're not advising those owners on how to sell to a third party, we're not advising owners on how to maximize, liquidity. With disregard of everything else, we are trying to figure out the best way for that particular situation to transact. And the only way to do that is through education, knowing your options so that you can make the best-informed decision. So, Prairie we do 300 plus evaluations a year, we do 40 to 50 transactions a year. So, we're bringing all that knowledge into one pool, and sharing it with our clients and our partners, so that everybody can have the best-informed decision-making tools in their toolbox.
Steve Baker 5:56
Rich Armstrong 5:57
No, it's great. You know, it's been the year of the pandemic, you know, I you know, I had to bring that up, right. But business as usual, is change for everyone. From your business as business advisors, what, what are some of the major shifts your team has seen in the industry, and maybe even within your team at Period Capital?
Tom DeSimone 6:18
Well umm, Rich at the beginning of the year, it was all about cash is king, you know, the financial shift. And there's so much focus on how do we just make sure as a business that we will, last till July or August, or whatever the your threshold was that you were planning for. And I think what we found was that
1. Having a plan in place will help you be prepared for whatever your company has to endure.
once the summertime came around, the chaos of the shutdown in March and April subsided, and most businesses, I say most because there are some industries that are in their own bucket, hospitality, and travel those type of businesses, but most businesses found a way to operate, the dust settled, and they had a game plan to execute once the market started to stabilize. And so, once we got beyond that, it was it was all about strategy, what does strategy look like going forward? And one of the biggest things that I think we saw was effecting change. A lot of people don't like change, they're, it's hard to move the needle. And particularly as the organization gets larger and larger, change is harder and harder. And what COVID did for companies that were situated correctly, and they had their eye on the end game COVID gave almost an excuse to change, it created an easier conversation and what generally is a taboo conversation, know, people don't want to talk about immediate change. So, what could have taken 12 or 18 months of change happen in months, and sometimes even less? It happened in weeks. So um, you know, we as we talk about business transition, and valuation, and all those types of things that we're here to talk about today. I think what you started to see was the conversation shift less about financials for 2020, if you made it through, you made it through, and now we're talking about a What have we done? So that this doesn't happen again, to us? And if it does, we're the best situated.
Rich Armstrong 8:24
Got it? Got it? Well, that makes sense. The, in some of the issues that have come up through the pandemic, and you mentioned about, you know, the financial aspects of this, you know, how some of these issues of the pandemic impact evaluations in the current year,
Tom DeSimone 8:43
There is, um, those certain industries are severely impacted hospitality travel are the top two to the negative. So those businesses are bankruptcies, a lot of consolidation and mergers to try to bring two organizations to be larger, right, so they could sustain some of the downturn. So, there's a significant amount of change in those industries. On the flip side of the coin, cold storage food and beverage, grocery supermarkets, they saw the same thing just to the other extreme, they their performance is going through the roof. And then for everything else, you know, 2020 is a little interesting from a valuation perspective, in that a lot of evaluation advisors or simplify something, I'm going to say we're almost looking past 2020 it's kind of understanding what happened throughout the year. How are you prepping for 2021? And let's kind of, I don't know, smooth over 2020, if that makes sense. There are impacts but it's more where are we going and how do we value the future?
Steve Baker 10:00
When you think about the I mean, there's so many weird events like not normal stuff around the pandemic will the PPP loans. I mean, a lot of people got those many will be forgiven. I mean, does that affect valuation?
Tom DeSimone 10:18
It does Steve. Actually, there's an interesting phenomenon in the valuation. waterfall, if you will, the waterfall would be just the building up of value. And what so what PPP did what it was supposed to do it, if let's just make math easy, you had a $5 million company, and your business was hit by COVID. And your business value goes down by 1 million to 4 million, the intent of PPP was to give that business a million dollars, effectively, to keep it at that $5 million level. Again, I'm oversimplifying, but let's just run with it. What ultimately happened was, the $5 million business stayed in that four to $5 million range. They got the cash of the million, and then they got it forgiven. So, what do you have left? Do you have maybe a four or $5 million business with an extra million dollars of cash now? So, what's happening is that excess cash on the balance sheet assuming that PPP is going to get forgiven is boosting value, what you're going to see happen is and what's critical to the conversation, almost going backwards into what Rich's question was, is what our business is going to do with that cash? Are they going to reinvest in the organization? Are they going to use it to buy new machines? The use of cash and what is the return of that use of cash? So, I think in in some cases, you're going to find that PPP is not only giving maybe a little boost of value this year, but it's creating opportunities for future value. In the businesses like hospitality, you saw PPP again doing those supposed to do it's creating a floor it's trying to soften the downturn of those valuations. The one thing that maybe is interesting to talk about is Value drivers. I know that the Great Game, you talk a lot about Value drivers and stake in the outcome and value drivers are very critical. So, it's really a fancy word of saying how are we going to increase value, it's the one it's the value driver, mine and Rich's all could be different. It's the ability for each one of us to impact our business in one way or another that generates value, right? What also is going to come out of the pandemic is transparency. There's, as you know, all too well, that not every business is open book. But there's certain levels of transparency, that I think are required in a business. And I think what COVID did was open business owners mind to that. And saying if our employees only knew what was actually going on, behaviors would be a little bit different. So, I do think that there's going to be quite a bit of discussion around how do businesses become more transparent with their employees, in turn, so that employees can have a better control over those value drivers and make a bigger statement in terms of how they're performing on their day-to-day job?
Steve Baker 13:32
Do you feel like we're nearing a tipping point for quote unquote, open book as a movement?
Tom DeSimone 13:39
Yeah, I do. I yeah, I really do. I think there's always I think the groups that were historically may be shy to the subject of open book are opening up their eyes, their mind to the idea of transparency, and may not be all the way open books deep. But it's, it's okay, well, we better we need to start sharing something. Because, you know, 20% or 30% dips in business value, we need all of our employees to come together to drive that back up. But if you don't start sharing anything, people aren't going to understand what that means. So, I do think that there's an inflection point here, where it goes, I'm not 100% sure if it's full open-open, it's just transparency, if it's a more general conversation, but allowing employees to be part of a bigger conversation, you know, that maybe all falls under transparency, but there's definitely going to be change coming from it.
Rich Armstrong 14:36
That's interesting. And certainly, as expedited, you know, the idea and the, you know, the ability to take that step, which has been fear, you know, feared by a lot of owners. I've had an opportunity to talk with a lot of these CEOs in the past six to 12 months and it's very, it's it you know, it's definitely there has been a shift in their thinking if, even if they were forced to be more transparent with your employees just to let them know what's going on around them. But what's nice about it is once they did it, nothing went wrong. Right. Not all those fears that they had about it were, you know, eliminated in a lot of ways. So hopefully that they'll continue on. I you know, you mentioned earlier, Tom, your work with ESOP's. A lot of your work is with ESOP companies that of course, our company is an employee-owned company. Are there any specific issues in regard to valuation that ESOP organizations like ours need to be aware of?
Tom DeSimone 15:37
Yes, absolutely. There are. I think I'm going to take this in two different answers early on in 2021 COVID, first hit the immediate issue for ESOP companies was repurchase obligation it was this whole idea of, in order to survive, we need to furlough or layoff our workforce or right size, the organization in doing that, for an ESOP company has a consequence. And we're familiar with the consequence being repurchase obligation, it causes the company to have to outlay cash to think of it this way this way, you're laying off workforce in order to save cash, but it's costing you money by doing it, you have to buy everybody back. So, it created this huge headwind against one another and how do you actually handle this situation? Fortunately, for most companies with PPP, they didn't have to run into that situation all too often. But early on, freeze up companies the idea of valuation was a big topic is valuation. Now when we're talking about repurchase obligation, is it plummeting so fast that people's retirement situation is changing dramatically. And there's, in the ESOP community, there was a little bit of a moral obligation to that retirement plan, right. We've done so many things for so long, to generate a, the wellbeing of our employees and to watch it erode quickly, was problematic for many. So, this spun into a whole entire topic that we could do on a different day of ESOP sustainability. It’s how do businesses sustain themselves in the face of these types of things? So, sustainability has been around for a while Rich, it's not new. We have been advising companies on sustainability for a long time.
2. COVID pushed sustainability to the forefront.
But what COVID did was it really pushed that topic to the to the forefront, and it's really doing three things. How do we manage our role? What type of benefits and value are we giving to our employees? And how do we maintain that we want our employees to have a 10% benefit every single year? How do we make sure that that happens? And three and what's come out, remember earlier I said the year was broken up into kind of two different phases? First financial second strategy. The third one was now that we're coming out of COVID, the markets have rebounded economies are fairly strong, for the most part is how do we take advantage of the situation, acquisitions investments. And in light of continuing being an ESOP company, what type of liquidity Do we have to make those type of investments? All at the back stop of being we're an ESOP own company, we have a dedication to the retirement plan or to the wealth generation of our employees. So how do we fold all of this together and create a blueprint to operate for the next 5 or 10 years? And really, do we have what it takes to be able to make decisions as we go? So, if it's 2021, doesn't turn out exactly like we thought? Are the people that are the decision makers in organizations? Do they have the blueprint to be able to make decisions on the fly? So that that you can sustain yourselves into the future? I think that for ESOP companies is what's really evolved over 2020.
Steve Baker 19:13
So, Tom me ask you a follow up on that question there. The issue that you just brought up of this is something that, you know, there is a downside repurchase obligation and dealing with that, but on the plus side for ESOP companies that have the opportunity to do a merger or an acquisition to grow and therefore feed what you just talked about, right, the benefit to the employees, the sustainability of the business and the repurchase obligation. I want to know. Are you at liberty to share with us? Are you seeing a lot of ESOP companies buying and merging and growing through acquisition right now? I mean, what are you seeing?
Tom DeSimone 19:51
Yeah, we are we're seeing both we're seeing that and we're seeing a lot of ESOP companies being sold, frankly. So um, so We'll take both. On the first slide. Yes, we are seeing a lot of ESOP companies making moves on the acquisition front. And you may ask yourself why and in light of the whole sustainability conversation, but keep in mind, one key aspect of an ESOP, particularly if you're 100%, escort ESOP is you pay no taxes. So, there is a huge tax advantage to having that ownership structure. So, most of ESOP companies, particularly given our 10-12 year run in the economy have accrued a lot of cash. And so, what they were able to do is say, Okay, well, we need this much cash just to make sure we're good for 2020-2021. But now, how much liquidity Do we have to make a move, and so they're going out and they're buying up, they're buying up companies, and they're maybe a little bit of ahead of their 95 counterparts, because they they're not publicly traded, they don't have to respond to those types of things. They, have the cash on hand, so it's a little bit of an advantage we're seeing. The same goes on the going out. So, ESOP companies that run really well for the most part, and they've been very successful. They build incredible cultures. And they have something behind the scenes, you know, it's that old adage, like you lift you don't know what you're getting until you lift up the hood. And ESOP companies a lot of times the acquires once they understand what the ESOP is, there's, there's a lot more intangible value, in my opinion to an ESOP company other than the good performance, the balance sheet is strong. And those companies are positioned well, there's a workforce that is just much more in tune to generating value. So, I do think that over 10 years of a hot m&a market, there's not a ton of companies left, a lot of the companies that are remaining are really good companies. So, ESOP companies are being able to sell for really good values, which is it's good for the community, it's locking in very good retirement plans are retirement benefits for employees.
Steve Baker 22:09
That's great. Well, we are huge advocates and believers, because as Rich pointed out, we are employee owners ourselves. But I think everybody that's listening that that is involved in an ESOP or a broad-based employee ownership probably wonders, is the new administration going to be supportive of an employee ownership model?
Tom DeSimone 22:31
Yeah, you know, ESOP's Steve are one of those rare topics that are bipartite, have bipartisan support. Both sides of the aisle are very support for their own reasons, of ESOP's. And we don't think that there's going to be changed to the general structure of the ESOP. Under the administration, I do think where you're going to see some change is in the regulations of ESOP's so as you may or may not know, to all the listeners and ESOP is a retirement plans qualified retirement plan, not too dissimilar to your 401 K. So, it has rules and regulations, that governance, and they're under the same as your 401k ERISA and the Department of Labor or DOL is the regulating body for ESOP's, and under the Trump administration. It was a theme of deregulation. And there while the DLL was still active pursuing the bad deals in the sap space, there was this concept of deregulation, and it may be quieted down a little bit. With the Biden administration, there is talk about the return of some heightened level of regulation. But what I can tell you is, is that back to the original one of our original topics about education, if you do an ESOP the right way, if you have the right people advising you and you have the right mindset of why you're doing the ISA, then there's really nothing to worry about whether there's less or more regulation, it doesn't really matter. You did it right. And there's not going to be a problem. If you're sitting in there and saying, Okay, well I'm going to do an ESOP because I see this back way to screw everybody over and I'm going to walk away from this thing sitting pretty, then you're going to get caught no matter which way you go. So, I'm not too worried about it. I do think that the community, there is discussion about regulation, but ESOP's in general, very bipartisan, a very high level of bipartisan support in Washington.
Rich Armstrong 24:36
Great, great. Well, you know, Tom, for our listeners that are maybe thinking, Okay, I'm thinking about a transition if it's in you know, ESOP, or otherwise, you know, that there's, but they're looking at moving in that direction, what are some of the things you would advise them on next steps.
Tom DeSimone 24:56
I think the there's this topic of preparing your company. And a lot of times you talked about when you're selling to an ESOP or when you're getting ready for ownership transition in general, the next step would be let's, let's get the company in the best shape. I don't necessarily, I'm a big believer that and this is somewhat cliche, but I don't, you don't see it often. But I'm a big believer that you don't need something like an ownership transition event, to have a next step to prepare your business for it, you should be preparing for 25 years. I think the transparency topic comes back in I do think that, you know, you're as a business, you're hiring the best and brightest in your field all the time, we should use employees to build value, no matter what we're doing Rich, I think most people have something to bring to the table. And if you give everybody a voice, and a way to, to show their value, I think businesses would be better off all the time. You know, I said it earlier. And Steve, you always say the stake in the outcome, you know, I really do, or people support what they helped create some of the things that that you're constantly bringing up. I think what we've learned in businesses in general, particularly in the ESOP community, that is so true, the culture that comes with that is, you know, looking back at COVID, and what happened in 2020, I think the culture that comes with that is held a lot of businesses together. And I think we can all learn from it a little bit and see how those types of things can really generate, value for the for the business. And I should clarify value doesn't necessarily mean dollars and cents. There's intangible value to businesses, there's the fact that you like coming to work every single day, and your employees and your management, team see eye to eye, and the businesses doing something that you have a passion for. So, it's just there's a lot more to value than just dollars. So, when thinking about advice, and what to look forward to in 2021, I think we could all take a step back and see what type of fortunes we were given in 2021 or 2020 and see how that plays out for us in 2021.
Rich Armstrong 27:18
Yeah, yeah. You know, as you're, as you're talking about that, Tom, this may be a little bit of out of left field question. But you talked about the importance of culture. I was curious about those companies. You talked about employee ownership, or ESOP companies that are selling right. Is there any stories out there where you've seen that culture after the sale continue on? Is there any, stories there that you that come to mind of where that's become pretty sticky, where it's actually helped the company that's purchased that company to really take it to a whole another level?
Tom DeSimone 27:55
Yeah, we Um, so last year, we sold a company with an ESOP company is very well running ESOP company, and it was in the travel space. And they got decimated by COVID, the business went from normal revenues to 10% of normal revenues and three weeks in it. Think about all the employees 1000s of employees that were impacted by that the business sold, and it's sold not on its 2020 business values, it's sold based on its 2019 values, because the acquirer looked at it and said COVID will pass. And we're going to wind up with the company, this company. And so, what we're seeing what we saw there, and what we're seeing in general, is a lot of ESOP companies that are acquired, operate almost as a standalone entity, they merge, they get merged in, but you have the ability, you already have this tight knit structure. And a lot of businesses are like, Well, why break that apart? If it's working, let's just figure out how to fold that in and what oftentimes you're finding is the culture of the target company is starting to permeate through the buyer, instead of vice versa. Normally, it's like, okay, the buyer saying we got to get our culture out to the target. We have seen situations where it's flipped. Not always but that that is something that I thought was very interesting that we saw in in the 2020 year.
Rich Armstrong 29:25
That's great. It's great to hear.
Steve Baker 29:28
It's encouraging, isn't it? Well, I've been making some notes of my big takeaways, and I thought I'd share them back and see if I got any of them wrong. Rich, so you keep me honest. But I and they're not in order necessarily. So, I love the fact that we're talking about sustainability and the idea of focus less on 2020 more on 21 even beyond that five- and 10-year plans. And at SRC, we're definitely right now talking about that 10-year plan. How about you don't need an event. To build value in your company, I think that's pretty amazing. And that there's intangible value as well as dollar value. Think about that. And then the value drivers, identifying how each one of us drives value in the organization really speaks to the Great Game side of things, in my opinion, because we're all trying to, you know, transparency is one thing, education is another thing. But really understanding how we all contribute, makes a huge difference in this, you've been able to help me tie that together to the big picture of, you know, what, over time, you know, it's really obvious how important people are in creating a lot of value in a business.
Rich Armstrong 30:41
That's right. And I think also, Steve, that I would point out is what Tom was talking about a change or an event, like a pandemic, to get people to change their perspectives on how to run their businesses. It is looking at the business in terms of long term, but just the simple idea of being more transparent and getting more people involved in the business and what that can do for an organization. If anything has changed those perspective, it may be expedited something that was already there.
Steve Baker 31:11
No kidding. It really forced the conversation, no doubt about it. I love it. Well, Tom, we do have, we always like to wrap up the podcast by asking a question. And that is, what should we be asking?
Tom DeSimone 31:27
3. Things change very quickly, long-term planning helps to keep you ahead of what happens.
I do think 2020 showed you how fast projections and plans can change. Which brings on a concept of long-term planning, I think about everything that we just talked about, say with transparency and value drivers. If you can get all those things working correctly, I think you can really have the backbone to like a five-year plan, three-year plan, whatever your long-term plan means to you. I think you have the backbone to it. And I think what we should be asking ourselves is how do we not just plan for 2021? But what is our company going to look like in 2026? And how do we get there. And if you have everything else that we were just talking about that backbone, I really do think you're positioned well, to achieve those strategic goals. I do think you're positioned well, for when something like out of left field comes into play something you can't control that you just don't need a 10-person executive team or 5-person executive team making decisions, you have an entire learning organization that understands how to move together. So that it's not just Well, this happened. Now our five-year plan is off. Well, it happened. It's over. Now. Let's get back on track and get on to our 2026 goals. So, I do think that one of the questions that we all should be asking ourselves is, what do we learn from 2020? In terms of long-term planning? And how do we situate ourselves best to hit those longer-term goals? businesses take a while to change. It's one year plan is, is a very short-term outlook. You know, let's move together for five-year achievement.
Rich Armstrong 33:11
Steve Baker 33:13
Well, we sure appreciate you Tom and your whole organization, but it's great to have you on the podcast. Great to see you again.
Tom DeSimone 33:20
Yeah, you as well.
Steve Baker 33:20
Thanks so much for being here.
Tom DeSimone 33:22
Thanks for having me. Really, really had fun today. Thanks.
Steve Baker 33:25
Thank you, Tom. Well, folks, let's keep the conversation going. Send us your questions and your stories, your best practices and your ideas, but especially your challenges and your victories. Remember, you are not alone. Let's make sure that we are expressing capitalism at its very best. Thanks for joining us and we'll see you next time.
the "Change the Game" Podcast is produced by the Great Game of Business. To learn more, visit greatgame.com.
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