Mike Bodkin and Adrian Pinto thank you both for coming back on acquiring minds yeah thanks for having us am I officially the most frequent guest as I was just about to say you're both practically regulars at this point Mike your fourth time this will be your fourth time Adrian when this airs it'll be your third time you are both on today to share some exciting news one outdoor your Landscaping Mike is acquiring George escapes your Landscaping Adrian so we have one acquiring minds guests acquiring another the world is feeling very small uh but naturally I love this so we're going to hear this story and unpack it a little bit Mike to you first please can you give us the Top Line announcement here yeah so we are we originally set up Benchmark Landscaping as the Florida platform and and getting to know Adrian and you know elevating our thesis I should say with what we're doing in the space um we are getting into a new market Georgia and Adrian is our lead platform in Georgia and is going to be running the Georgia market so we have created one outdoor Holdings which would be our holding company for this and um partnering with Adriana George escapes excellent Adrian you want to add anything to that or is that does that get us there now I think that that's a good summary great okay so Adrian you and I spoke I guess I think it was last week maybe the week before um so in in that interview which has not yet aired will be airing imminently and what people will learn on it on that interview with you is basically an update to your first interview on acquiring minds and what you've done with George escapes since your acquisition and the short version is uh you've almost doubled Revenue not quite ebitda because you're you're you're reinvesting a lot of that profit into the business proactively um but in in our conversation we talked about um it was mostly the positive aspects of your experience so far I was going to wait for the the more challenging uh topics for this interview and so here we are so um people will already be familiar with a lot of what you've done with George escapes from that interview Adrian but now let's get into some of the things that have been quite difficult um please go ahead yeah I mean I and I I think we may have touched on this a little bit but I think you know one of the things that um we have wrestled with nearly since the beginning um and certainly has been a theme of that I've talked to Mike about for you know over a year now has been around some of the financing challenges um that small businesses face when utilizing SBA lending um so in particular you know the first thing that happened with us was um you know we did not have a line of credit um the SBA lender that we utilized did not offer that so we had to kind of pick a set amount of money to add to the balance sheet and you know the process for doing that was based off of the historical financials of the business so we kind of looked at you know based off of how the you know the volume of the business had had in the past what did we think we kind of needed to float us you know through um as we were starting off and quickly what we realized is we were growing way faster than the business had ever grown in the past and therefore the that amount of money was hard least efficient um and you know the first six weeks we were able to scrape by despite it being super threat stressful but we've only kind of continued to accelerate that growth and um you know the lack of of line of credit has been an issue essentially the entire time um and then you couple that with some of the equipment financing needs so you know the Landscaping space you know it's not super Capital intensive but it's not you know it's not not Capital intensive right so every time you start a new crew even if it's a maintenance crew you still need a truck you know a mower or two some hand tools you know maybe you're looking at let's say 60 to 70 000 worth of stuff um and you know again in a business in our position um we had just taken on this big SBA loan you know and so I'm basically having to go to dealerships and saying hey we need to buy a truck should be the literally like the least controversial purchase there is and um you know we're being faced with huge interest rates and all of this stuff all because we had done an asset sale and created this new entity that had limited credit history and so um basically you know that whole first kind of year as we were growing a lot instead of being able to spend a lot of my time on you know things that frankly would be more beneficial for the business I was having to spend my time on figuring out how are we gonna you know Finance the next crew and how are we gonna you know Finance working capital that you know on good projects that we were given and so it was just challenges that I would say were both frustrating and not where I necessarily wanted to spend my time in brain power and pretty early on in some of those discussions with Mike as I was outlining you know these challenges I mean he had kind of thrown out this concept of us kind of working together because that's one of the things that they don't have to worry about right having the the financial partners that they do enables them to kind of focus on growth unencumbered by all of this other stuff and you know that was always interesting and appealing to me but only became ever more so as we kind of kept growing and kept dealing with some of these headaches and Adrian um you know it's interesting that this hasn't come up yet with my other guests although maybe it's just because um I typically just have on the guest for the first part you know shortly after they've acquired not after they've been in it for a while but this this do you predict you assume that this is something that other Searchers who buy medium capex to high capex businesses encounter for the for the for the very same reason that the the business entity that's out there trying to finance whatever it might be is too young to get good financing terms I would say yes I mean I I personally don't see how it isn't um you know I have talked to and thrown out on Twitter and different things like that I've talked to people that have gone about this and in other Industries and I'd say a lot of people have kind of thrown out ideas on how to get lines of credit that they were able to utilize some people talked about equipment financing lines um but again the irony is that we tried pretty much all of those resources I mean I probably spoke to 30 Banks including our business bank you know I would talk to them all the time they would see you know all the positive cash flow coming in um you know I had personal banking relationships with them and was willing to personally guarantee lines of credit and they still just weren't willing to because they had these kind of hard and fast guidelines around how how long of credit history an entity needed to have before they were willing to kind of play ball and we you know didn't have those that or that credit history at the time um the business didn't and so yeah I mean I think I think it's the combination of you know obviously utilizing SBA having done an asset sale with this new this new entity in lack of credit history and then being in a medium capex industry um I think those things together um you know someone else was faced with that I don't I don't know how they wouldn't have similar challenges and Adrian knowing what you now know could you have negotiated harder or gotten a line of credit at closing do you think not with my lender it wasn't but it would not have been possible and there was a lot of beneficial things of working with Alondra I did so I don't want to like completely disparage them um you know and they were they were good to work with and there was fast and there was a lot of benefits but I don't think I appreciated enough the challenges of getting that line of credit post close I mean basically what from what I've gathered from speaking with both some of the large Banks some of the regional players in Georgia I mean the prevailing sentiment is like if you don't get that line of credit as part of your SBA package your ability to get it afterwards is essentially zero for you know a year or two or three in some instances until you develop you know significant credit history if I can jump in a little bit I think what Adrian experienced is a hundred percent the normal experience we experienced it on our very on our first two Acquisitions really and luckily just because of kind of our setup we were able to get through it but we had vendors that we would spend you know anywhere from a thousand to ten thousand dollars a month with asking me for like personal guarantees and as well as vendors that we would spend 50 to 100 000 worth a month asking for personal guarantees and so we if you think about like a an SBA uh Searcher uh such as Adrian so he just personally guaranteed an SBA loan he takes over a business and then you know he's already on the hook personally for that and then he immediately post closed has to start putting on more personal guarantees on it's definitely a challenge and I I haven't met a new newly acquired business owner that has not faced those challenges and there's a variety of ways to get around it and to fight through it and Adrian definitely did but it's a massive challenge I guess this is the the one reason why as a buyer you might wanna by do a stock as a as a first time Searcher acquisition entrepreneur but do a stock sale it probably isn't given all of the other cons of doing that you probably don't want to do it but but um if you were to buy The Entity uh outright the stocks the stock sale then you wouldn't have this issue I guess because it's all around the age of the entity right well you're right but I think the problem with that is the unknown and you got to think like some of these businesses were buying and even the one Adrian bought and I've never met the original owner from Georgia State so I'm not speaking directly about him but some of these businesses have been around for 10 15 20 30 plus years and you don't know what's you know behind some closed doors right everyone has some cobwebs and so the risk with stock is you don't the unknown versus asset you're starting from a clean slate there's definitely massive benefits to doing stock but I'll give you an example like the last acquisition we did uh the third day we were there we're literally sitting in the conference room with the owners and uh they got served papers for a car accident like four years ago and it's luckily we did assets so I was like hey man that's something fortunate but if you have a stock like it would have been me signing the paper that I got served yeah yeah yeah yeah I mean to me what it highlights is that um there are not enough um financing products in place to really support you know the acquisition of these new businesses post close right like everyone talks about the SBA it's great I would consider it kind of a double-edged sword um but you know no one is looking at like hey what percent of employees are the same what percent of customers are the same you know what was the revenue like over the past okay this is essentially the same business even if it's under a different entity we can you know put in place some financing product to support that and no one's really willing to have that discussion right like they're like I said they have these guidelines and it's like if you don't check all of the boxes you're you know kind of mixed and so I think to me that that's what's really frustrating is because like I said we were doing terrifically you know we were growing with the same team all of these positive attributes that to me you know logically you know support some form of of financing and no again no one was really willing to have that discussion yeah because the the line of credit that they typically will offer that you you can get at closing is based on historical performance right so kind of tied to the networking Capital requirements of the business to date but when you're in a and that seems to be something that's generally occurs or is available but when you're growing fast like you Adrian then it's almost it's a little bit of growth capital I mean it's a it's a debt product but it's basically kind of growth capital and maybe that's the difference the the difference that they see or they're they're different different levels of comfort with um either extending credit or not yeah I'm not sure the specifics and from an underwriting perspective of like why they can you know why they're allowed to do one and not the other necessarily um because even if they you know even just a traditional line of credit that would have been replacing close at close that would have still been you know incredibly beneficial to us um you know even if it was that smaller kind of just standard working capital size line um I think again like my lender didn't offer that and so it just wasn't something that I could have gotten anyway had that been in place I think it would have certainly been helpful um but yeah in terms of growth Capital yeah certainly yeah no one who's you know those types of lines um people weren't you know was not accessible to us I don't know if I've ever even asked you this Adrian did you was that a thought process of yours when you were getting your SBA about you know working capital or what happens if we do need a new crew immediately I didn't really think of that I mean not really because well first of all I think for me speed and certainty of clothes were like the highest you know criteria that I looked at right and based on the three-ish lenders or four or I guess it was three lenders that um I had been in discussions with the one that we ultimately went with I felt like had those you know were kind of the highest ranked in those two criteria um the other thing is you know when you look at I mean and I have done this if I look back at my own kind of underwriting model you know in a good case scenario I thought we would grow like 10 per year and so you know the whole working capital needs were manageable um that just didn't happen you know it just we grew so much quicker that like yeah I um I you know I I never would have anticipated I guess the need that we ended up actually having well just Adrian what where do you think you would have grown to if working capital hadn't been this kind of artificial throttle on your business or the excuse me this credit yeah it's a good question I mean you know I I don't think it would have been a much different situation than we were in today but there's definitely been periods of time where um I mean for instance like today we started a whole new crew um there have been times in the past where that has occurred and you know you go through the headache of get it like I said the truck all of that's you know the hiring everything and you know I'd say inherently you're kind of like immediately demotivated to just go do that again because of what you just went through you know for instance like the the last crew that we had added before this I personally bought the truck in full and gave the business a shareholder loan for the truck because I was like the interest rates that we're getting offered are so terrible from dealerships we don't have access to equipment financing lines like this you know this is crazy so I was like I'll just do it um but when you go through that obviously then I didn't want to have to do it two weeks later just because we got a whole other crew so there's kind of this like back in the back of your mind I'd say that you're you know you kind of lose a little motivation to go reach out to new prospective customers and go through you know start this process all over again um and so maybe you know if if that didn't have to occur I think it's possible that we would have grown a little faster but I think a lot of the growth that we've gotten you know I don't know that has been large you know hasn't been that impacted by these challenges if I could jump in because I think that's actually really crucial so like one of the things that is a benefit of us right and meeting and getting to know and partnering with someone like Adrian is he's immensely talented and has proven that over such a short period of time of holding Georgia skates think about and I I'm assuming you can kind of hear in his voice saying he's giving 10 of what he's really dealt with is that think about how much time and energy he spent on securing those kind of things for growth and for us if we can come in and take those things away from his plate and say don't worry about these we will stop gather this we will cover this we will assist you we will provide those resources you do what you do and you continue to grow the business and you'd be a good Steward of the business so I I wouldn't I think a question Adrian I would ask you is like if you look back at your short period of time if you wouldn't have had those same Capital needs and even the time and energy that you spend on that or in the back of your mind concerning that do you think that would have helped you either uh cultivate a better staff or grow your uh Properties or uh work on other things like margins or employ like anything else in the business that is productive and forward moving versus calling 75 Banks to get a loan for a car that is like yeah crazy you couldn't get so I I guess that would be how I would phrase to you Adrian is what do you think of what and yeah retrospection or transpire yeah 100 I mean there's been a lot of brain power spent on you know financing of equipment um you know really trying to work on working capital and make sure that like hey you know we have this project like are we going to be able to you know is the cash flow going to work because we have nothing backstopping us here and you know is the timing of everything going to work you know there's been a lot of effort stress at times you know put forth on those you know those things um and and you know I think that there's probably been some decisions that we've had to make that weren't necessarily in the best interest of the business but because of these challenges that we're describing so you know as an example I'm generally of the mindset that like if someone comes to you with a good reason to buy a you know a moderately priced piece of equipment like you should do it especially if you know if it's going to increase productivity if it's going to help on your hours if it's you know all those things are obviously profit you know driving and so um but there have been times where we haven't been able to say yes you know and I've had to kind of say well maybe not this you know this month like let's see how things shake out like you know and those are things that I would prefer not to have to say right because they're not again in the necessarily in the best interest of the business um and so I think you know you couple those types of decisions with like I said some of the brain power and stress and whatnot that's been put spent on these things which are also not you know value maximizing um and you know the idea of being able to take a lot of that away and just allow our team to focus on what you know we've proven to be pretty good at which is you know onboarding new customers and growing and quality and all of that stuff like to me that's a huge win um and certainly something that's personally appealing um and so you know that I think as as Mike and I had discussions and that was kind of you know a big topic of the conversation you know that kind of I would say um drove me to you know want to kind of continue and further those discussions because of you know having to deal with that in the back of my mind well let's start um easing into the story itself here about how this unfolded but first a little more context from you Mike on your end so I know your company is Benchmark but as you just said you've you have um uh kind of started a new entity above Benchmark called one outdoor so let's let's hear about kind of how big your business is today give us a snapshot of what Benchmark one outdoor um looks like today so we have context from your side yeah absolutely so this is our sixth acquisition and when we originally started out it was buying Landscaping businesses you know the great Orlando area and then we quickly saw the opportunity and stretched that to you know the central Florida region and then the Florida area and as we've gone about by more and more businesses and seeing the opportunities and each acquisition we do is bigger than the last we've seen that it's really not about the actual landscaping business it's about the person that's running it or the people of a team or the customer base and just like a funny side note it's actually not funny but uh interesting side note is the first few Acquisitions we did we did not have any of the owners stay on I was the de facto owner operator of those businesses largely because I felt like hey it was needed but B I needed to learn the industry if I was going to be able to sit down at a lunch or breakfast or dinner or whatever it was a landscaping owner I need to understand and have uh sympathy and empathy and just general understanding of what they go through on a day-to-day basis and I think that's helped me a ton but where we've transformed in the past couple Acquisitions uh is to be the owners need to stay on and um you know have vested interests and carry out their legacy and these businesses Thrive because of people right the landscaping business is a commodity it's not I don't want to undersell this but it's not it's super difficult to have a landscaping business and to have a moderately successful one but the ones that are exceptional the ones that we want to buy have phenomenal owners and we want them to stay on board and by doing that in our last couple Acquisitions we saw it's a talent game it's not a business acquisition game it's can you find the best person and you thankfully introduced me to Adrian uh probably over a year just over a year ago and at the time our thesis was strictly Florida and we're in the midst of growing that and after meeting Adrian and talking to Adrian and really developing a friendship that had nothing to do with acquisition I mean we would joke about it but it never went anywhere and we were more just industry peers kind of Talking Shop really hey what do you guys think of this hey how do you guys handle this hey what's your pricing like on this hey here's our contract what's your contract look like and just two dudes that were not from the industry just kind of learning as we go or hey did you hear that this happened in the industry and we really developed you know I would say a good friendship and it opened up kind of our Viewpoint to a different area because we couldn't go to a different area if we didn't have someone we could trust and it's hard to have trust in someone that you know you meet one day and then 90 days later you're closing on their business as much as you think you trust them you really have no idea about that I was able to get to know Adrian on a level that had nothing to do with acquisition it was straight friendship and just industry kind of peer and really developed a trust and respect and I heard some of these stories obviously as they were unfolding in real time just develop you know a huge appreciation for him or what he's going through and his business and how he's kind of fighting through that and the decisions that he was making and it really developed our thesis as a business overall to not just Orlando and not just you know large msas in Florida but to Georgia strictly because I thought I could trust Adrian and he would be a good Steward of the business in Georgia and so for us we developed uh one outdoor Holdings which would essentially be the parent company that sits above our different platforms and we have Benchmark Landscaping which is our Florida platform and Adrian's gonna spear up the Georgia platform and kind of be the initial uh business there and hopefully we're going to find other good businesses around him and do more Acquisitions in Georgia under Adrian's leadership and Mike so was one outdoor the Inception of one outdoor was um because of this acquisition of Adrian or was it already in the works it was already in the works from an ideology standpoint uh but you know we don't want to get too far ahead of our skis so the the realization of It Came way we were beginning serious talks with Adrian and thinking it was a real possibility to do a Georgia platform and again but just before we get into the story um well no let's let's just do that so you're having you guys were getting to know each other you were swapping notes um with the occasional joke about an acquisition nobody taking it very seriously uh and then so then take us from when it started to kind of more serious conversation started to develop yeah I mean I think the while I say we were making jokes about I mean I was dead serious about it but I just knew I knew he wasn't I knew he was in the beginning stages of growing his business and listen like all right I don't want to like Pat myself on the back because I think his talent is easily recognizable the minute you start speaking till but I saw a guy that was done from the industry but had a great background was a good decision maker was able to fight through the trenches in an industry that's like really really hard to be in like landscapers and blue collar guys you know it's you have to more so than the normal guy have to really earn their trust and respect and Adrian I thought was going through some things and handling it great and I thought the outcomes were great in showing that he was growing his business it wasn't like our conversations was hey man I just lost my biggest customer hey man I lost this contract it was always positive things it was just the kind of the dirt to get to the outcome and I would Adrian when did we really really initially start you actually turned me down the first time when we had a serious conversation when was that um it was kind of one of the initial talks and then um it kind of yeah I would say it kind of died down for a little bit and then I think kind of october-ish time um things kind of reignited um but you guys were in the process of closing your most recent acquisition and so um I would say it was kind of a slower process in the beginning as they were working through their own things and then kind of after the first of the year that um things became a little bit more heated you know as it relates to the process yeah that's right yeah so we made our initial offer to him last summer like a serious offer not just hey we would love to partner up with you and uh you know first offers never uh good enough I guess and um Adrian said no and I you know I I do not uh fault that because he was in a good spot and growling and he's done a great he's in a better spot now and I'll let Adrian speak to his viewpoint but I think some of the things we can bring to him today uh are hopefully just gonna pour gasoline on it and continue to elevate it and so Adrian did you did you did you actually finally entertain doing this because Mike raised his offer or because these Capital uh burdens just became you were just like this is the way out of this is by partnering with somebody like Mike who has has more Capital to work with yeah I mean it's a kind of a combination of both right like it's a difficult place for him to be in and for me to be in because I think you know when obviously like he's a he is a fiduciary duty to the you know his shareholders and the you know everyone that works with him to not just pick a business just because he likes the guy and be like you know we're gonna pay 100 million dollars for that right um but on the flip side from my position like um you know I saw all the positive things that were you know had occurred were occurring I also saw you know the Outlook was which you know some recent customer wins which weren't in any of the numbers and so trying to weigh uh you know what is a number that effectively captures what has occurred what you know is what I think will occur um well you know also you know so basically kind of provides enough value up you know to me while also isn't asking you know for the Moon from him um and weighing that with then some of these kind of qualitative things like you know what we were talking about with the financing you know financing stress and challenges and whatnot and so I think all of those things kind of added together um is what I was kind of weighing in I think when we initially had the discussion it was just tip not enough in the favor of kind of proceeding and then um things continue to be good but we continue to have these challenges and I think I don't remember exactly but my guess is sometime between that summer and fall when I kind of went back to him um we probably had more of these you know same like issues you know getting Crews started and equipment and everything and um um I you know I think that that probably kind of motivated me more to you know reignite the discussions at that point Adrian you said something which is I I really want to hear a little bit about because on this podcast we just talked to buyers and now that you've you're a seller um you recognize that there was a trajectory to your business that there was going to be future growth and in your own mind you wanted the compensation the the valuation that you were going to receive from Mike to acknowledge that in some way and yet as buyers we're always told like no no we don't we don't pay the seller for the future stuff because that's what we're gonna do you don't get rewarded for that seller you only get ready for whatever seller yeah how do you think about that we had like those verbatim discussions and I mean I you know he said pretty much that verbatim and and you know I said something to the effect of like listen like I totally get like for this to work you're probably gonna have to feel like you guys are stretching a little because there's no other way that I'm gonna feel like enough value is being captured based off of you know the kind of pro you know prospects and opportunity and um I think you know we were able to kind of come to an agreement there um but yeah I know I mean I think it's definitely difficult for sure and like you know I had some of these other motivating factors which we discussed right which helped I think kind of influence me um but um yeah I think that I think that that you know that is definitely a hard um you know realization moment I think for any seller essentially um you know especially if you're really looking like oh hey I have no problem owning this for 10 more years well then it's going to be difficult to you know maybe come up with a number today that you feel like captures enough value for you you know I was always more interested in the shorter timeline um and then like I said it was further influenced by some of these other things and so I think that allowed me to be a little bit more realistic in in that request um and fortunately I think some of what was going on was pretty tangible you know we had won some pretty um you know sizable contracts which we had in hand and we could point to and so I think it enabled us to capture some of the value from Mike and his team um uh without just you know asking for a kind of a you know a blank check like hey we believe we can do all this stuff um you know this at least we had something more you know specifically good point to Mike anything to add to that or what's up cover it no I mean no it covers it I I think the hard part is when you develop the relationship for a year it you know the talent you know the skill it's like price doesn't matter because like we want Adrian on the team and we know what he can do but price does matter because we have a fiduciary responsibility and you know I overpaying for things get you caught sometimes and get you caught holding a bag and we didn't want to be in that scenario either and I think we were both in a place and although Adrian so far has shared struggles that he's went through like he also had massive wins and massive possibility is it Adrian am I okay to say doubled or more that doubled your business since you've owned it yeah yeah I said it so I guess you could block it out if you want but like that's are you kidding me like he's out of the business for how long Adrian like 18 months and the dude just doubled his but like are you kidding like it's insane and so for us it was listen and my core philosophy is a good deal is when you can put the deal all the deal points up on a whiteboard and have the two principals sit there and say you know what I would take to your side if I was you and that person say yeah I would take your side as well if I was you and that's a good deal and I think if you you know had a couple drinks with me I'd say yeah we probably stretched a little but I think in a year or two or three or four years it'll be immaterial and I think if you had a few beers in Adrian like yeah I think I got a little more you know than x but I should have got more and I I think it's a fair comment and I think we're both overall happy we both achieve what we wanted to achieve and I think moving forward Adrian's rolling significant stake and it's going to be a significant shareholder of the business moving forward still so you know as we continue to do well Adrian's gonna also reap in those benefits I want to get into the terms a little bit I you know I'm sure we'll have to be vague but people are going to be interested but just last thing before we do Mike you you've said a lot about how you know you really think about your Acquisitions in terms of the talent um and respect for what Adrian's done um also that you're acquisitive anyway and that you're kind of you your your thesis has expanded geographically and so here was an opportunity to move into an entirely new state Georgia but was there anything about Adrian's business that you liked in terms of like the Mix commercial versus residential maintenance versus project all of that stuff are you agnostic on that foreign question I I think Adrian has a x if he didn't have this we wouldn't have been able to partner up but she has uh the exact same Viewpoint that we have on business makes and of service mix and the quality of Revenue and I got to learn about uh the construction side of his business from him and the pros and cons of that as well as as we were wiring businesses we were acquired a little more construction a little more construction uh but I think our goals are aligned to that um in this area that we're playing in uh commercial maintenance is the focal point everything else is not ancillary not immaterial but it needs to be material to Growing the core as commercial maintenance so it doesn't matter if you know you have 80 percent construction or 20 construction that construction the cash generated either it needs to be used to grow commercial maintenance or those opportunities need to result into commercial maintenance at the end of those projects for those properties and I would say we're pretty aligned on that and uh it made it attractive that we were relied on it great guys well let's get into the terms to the extent that we can how is it how is how is the deal structured just broadly yeah you want me to take that um sure yeah Adrian go for it yes you mentioned um it is uh it the deal assumes that I am rolling um a sizable amount um of money into the you know the new entity um which interestingly um you know and I'm I'm sure this doesn't always happen is um you know that was something that was probably equally as important to them as it was to me um you know from their perspective obviously it kind of ensures alignment of interest and you know motivation and all of that stuff and I think for me for my you know from my perspective like I saw all the positive stuff that we were doing and as we were just talking about like you know it's different difficult to capture all that value today when you believe in you know a two-year per you know or three-year trajectory of a business and so for me it felt like okay well if I can find an opportunity where I can roll a significant amount of money will that allow me to get you know kind of that second bite at the Apple um which will allow me to you know capture further value um you know when that's obviously um realized and so um that was you know kind of a day one um requirement by them and it was great because I mean that was something that was important to me and I wanted anyway um so anyway to answer your question you know there it's kind of a mix of cash and then me rolling a portion of it and when you say a significant portion and I assume you can't say exactly what that is but give us a range so like is is first of all for people who you know first time listening about stuff like this rolling means that you are taking some of the equity so so if Adrian Adrian's busy let's let's use some numbers from here on out just for simple math say it's a million dollars the the valuation of Adrian's business is a million dollars I have no inside information I'm sure it was not that number but for easy math a million dollars and say Adrian um takes part cash part equity in Mike's business rolling is the equity part it's basically rolling you know let's call it let's say we're 50 don't think it was but say we're 50 so 500 000 in cash goes to Adrian then he takes five hundred thousand dollars worth of stock in Mike's business that's rolling his Equity with the idea expectation and hope that that five hundred thousand dollars in a worth of stock in Mike's business will at some point in the future after Mike and Adrian have grown together be worth more than that when Mike goes to exit the business too a yet larger player and by the way that moment is called the second bite of the Apple so Adrian then gets a second uh liquidity event for uh for his for his business so rolling Equity is that that putting that 50 into into Mike's business um what is again probably can't be specific but when you say a significant piece Adrian get people just like a ballpark it's a significant piece like 99 like you got you know one person or is it yeah is it 10 like give it give us a ballpark here I think the easiest way to say it is we are the majority shareholder uh in So that obviously would be 51 or greater uh but our our requirement for owners is they need to roll a significant state where it is very meaningful to them uh and it's meaningful to us and our goal and hope for them is the second bite of the apple is worth more than the first bite even if it had a much lesser Equity uh uh ownership of the business so today Adrian owns uh 100 of Georgia skates he's getting paid for X percent of that the remaining percent that he's rolling we hope is more valuable at the second bite whether that's uh uh another okay us transacting and uh being acquired or that is us doing uh share BuyBacks or share purchases add valuations throughout our tenure together to provide liquidity for owners that uh have Equity yeah I was just gonna the one thing I would just add also will to your example right where you talk about the you know the ownership percentage under the the new kind of structure new entity I think the important thing to note on that right is that um and one of the reasons for Mike saying what he is is what he's saying is that you know it is an ownership percentage in the new entity that is now has the the financial backing of the broader platform right and so when Mike earlier was talking about you know the kind of the analogy of pouring fuel on the fire right and you know utilizing their resources so it you know I think what's appealing to me is having this you know significant stake in the ownership percentage in this new entity but under a um structure where we're going to now be much more financially supported so um I think that's how you ultimately see or one of the reasons you see you we will see that you know ownership percentage and value of equity being worth you know hopefully many multiples of what it you know in the future because we're now going to have the you know the the proper kind of financial support in place and also there's an expectation because Mike's larger business is is so much larger it'll sell for a larger multiple I mean if it's sold today it would sell for a larger multiple Adrian then you could command for your business but in another three or five years presumably significantly higher multiple so you're getting so probably better multiple expansion on the equity that you rolled than if you had stayed independent is that is that a fair conclusion or am I stretching it you know let's say you're a larger strategic in the industry or you're a private Equity Firm or family officer you know a guy looking to buy into the industry would you rather have a single business in Orlando or a single business in Atlanta or would you rather have a business that has market share of Orlando market share of Atlanta market share of to be determined msas and coming up msas that all have processes all have systems all are on the best Erp in the industry and have been able to have management tiers and kind of all those things that you would expect you at home that you get uh multiple expansion by doing that and as a buyer you know at that level that's what you've expected that's what you want so um the sum is greater than the parts in a lot of ways and that is kind of our goal is putting these business together and putting great people together and I think something that I don't want to also lose track of because I talked a lot about me what I thought of Adrian I think without it being uh intentional I think Adrian has had a front row seat to see us and how we react and how we uh pour gasoline on businesses with the decisions we've made uh as well so I think he's had a front row seat and has probably made him more of a believer in what the future is going to hold by seeing what we've done to the businesses we are yeah yeah I mean I definitely agree with that and you know the only other thing I would just say too in that you know kind of along the same lines is that um you know they have you know they've been doing this longer than me right and then the team that they have in place has been doing it substantially longer than me because they have people you know he has people running some of these businesses that have been in this industry forever um you know because of all that right like when Mike and I have had discussions even a year ago but certainly more recently um you know I like I definitely have come to appreciate and I think one of the things that helped kind of drive this and and encourage me to do this was that like there is a lot that we can learn from them as an organization um because of the experience that they have and so you know obviously the financial stuff and all of that's great um you know and the support that they'll be able to provide but I think there's you know quite a bit of just operational Insight that is you know pretty important to me also right like I think you know we probably could have found a financial partner that would be willing to have supported us um but I that doesn't necessarily provide the same level of operational benefits and I think there's been a number of instances where maybe you know we were curious about how you know the best weight about going about doing something or whatnot and you know I would go to him with some of these um kind of ideas or issues that we're working through and and you know they um you know we would talk through them and he would kind of explain how it's being done on their team he would you know sometimes kind of connect with their team and get other people's opinions and um you know that stuff has been um certainly you know helpful for my end so I mean I think that component is really important to kind of mention as well well you just it peer groups seem to be in the air on Twitter there's new startups around it there's just a lot of talk about it the need for it the value of them um and you kind of have this now with each other in the larger in the larger one outdoor family kind of this this peer group effectively uh of you know what's working in Florida what's working in Georgia swapping you know really swapping notes leading on each other um learning from each other faster than than you than you would otherwise just but I do just want to go back to the math or just really quick on the multiple expansion piece um to make sure I understand it um yes we hope that the money that you rolled Adrian the piece that you rolled will be worth more in the future um and expect that as as as uh one outdoor grows but I guess what I'm trying to understand about multiple expansion is let's say my like doesn't grow like an additional dollar of ebitda that George escapes earns tomorrow is already more valuable than pre than Mike buying you before because it's harder it's it's part of a larger entity that already without even further growth already commands a higher multiple so the ebit die you're generating instantaneously becomes a little bit more valuable do I is that right yeah yeah exactly right um I I you said it exactly right so I don't really have a question other than um it makes the you know it makes everyone more valuable the you know the bigger we get the better we get the better quality we have the better people we have and just before we move off uh off from the deal altogether were there any like other high-level deal points that people um could learn from I assume Adrian's compensation is is one um kind of the working capital I mean obviously I assume you negotiated something where there's going to be a lot more working capital the whole you know one of the big reasons for this wear free cash flow I mean any just any other things that you would educate the audience on on a deal like this like what are the big points of negotiation I I mean I I think from our Viewpoint and you know it in terms of compensation like we we treat the CEOs of our platforms as the CEOs of our platform so that means they're compensated like a true CEO they have autonomy like a trucio they the decisions lie with them we are here to uh make sure that just go back just a little bit about what I said um our erps are the same you know our accounting is set up to say all those things were process oriented are the same across the board but other than that it's full go how they want to see the business that is completely separate from ownership in the business so we treat Adrian as the CEO of George escapes our Georgia platform and she has full decision making of that and additionally he's also owner of the business so you know he should uh have aligned interests as well with us when making those kind of decisions so in terms of cop I don't know if that's what you're looking for but um that's how we think of the leaders of our organization and the only other deal points I think is interesting is we did this as a stock transaction and not a an asset transaction which is new to us we've always done asset deals this was a stock transaction so it kind of buddied up the ending a little bit and some artificial delays but uh that that's the only thing different from from our Viewpoint was that Mike we're we're starting to wrap up here guys but Mike I want to um I just wanna people will have heard part of your story on this podcast others but just give us two or three minutes because um it's just striking how you went from an acquisition entrepreneur who bought a very too small landscaping business by your own description and are now this very acquisitive and kind of large player in the world of landscaping was that shift um gradual or or was there like a moment where you perceived opportunity and just really went after it hard yeah I mean I think that all depends on your perspective in terms of the gradual part I mean I bought the first business December 11th of 2020 so you know it hasn't been that long in the grand scheme of things I mean look at the owners we're buying from a whole businesses for 20 30 years right um we kind of once we kind of got it going we've been on Pace for in acquisition per quarter so literally in the last six quarters or well five quarters we bought a business each quarter uh that the shift really came about I dude I had no idea about the industry I mean I I act like I knew about the landscape industry I didn't I couldn't tell you how to turn on a damn lawnmower I didn't know anything about it I thought the Landscaping industry was John in his truck outside and I'm like well I can run a business better than that guy like the Duke doesn't even bill me for my lawn so you know all I gotta build people I'm already better than this guy as a business owner and like I had no idea about the industry the size the makeup the differences between commercial residential other than the obvious and so I really went to I feel like I got a degree in landscaping and then I'm trying to get a master's degree in landscaping by being around industry people and it it solely out of opportunity and being aggressive and being able to capture that opportunity is What's led us to grow and I think we've created a flywheel and I say this all the time our momentum now is strictly a flywheel on the people we acquire so and go back to what I said earlier that we're only acquiring businesses where the owners are going to stay on or management teams significantly uh valuable in the business what that does is when we buy a business that is in good standing and good uh get brand I'll say in the community as well as the good owner in the industry what's the first thing that happens when it's known that he's been acquired all his buddies in the industry asked him about it or he tells his body his wife posts on Facebook or whatever it is and everyone asks oh what happened who bought you how did that go and if we're buying good good businesses and good owners and then they can introduce us to the next guy or talk to us about the next opportunity and we buy that business and then we get opened up to another opportunity so we're continuously trying to create the Hub and spoke method of uh Acquisitions and we are going to be extremely disciplined and extremely considerate and thoughtful on the Acquisitions we're doing because it's more about the people than the business um if Adrian was not a part of Georgia escapes and it was just something random guy running it we would not be buying George escapes that is not a knock or Jordan skates it is because of our belief in Adrian so that is what's crucial to us and we feel like we've created the flag of flywheel's gonna go league and you never know who's going to introduce you to the next acquisition um I.E you introduced me to Adrian and uh you know a year and a half later here we are so we feel like we kind of got that turning and that's what we look for but yes uh December 11th of 2020 and here we are today and we have a few more kind of queued up and ready to go to expand this even further and it's all just been kind of learning as we go and finding opportunity but there must have been kind of like maybe the second acquisition where you were like huh I guess I could do a second acquisition two and then you do it and then it goes well and then you're like okay well if I can do two and I can figure out how to integrate them or at least keep them together then I can do 200. I mean there you know they're my because you didn't as you said yourself you didn't set out to do what you're now doing and it and my point was it has been a short amount of time three years so um so I you know I'm just yeah the first two Acquisitions suck especially especially as as especially Mike because so many people who do Roll-Ups set out to do them you know they you know they they have this great that this master plan this grand plan that they go into it with um whereas yours seems like it happened kind of as you know you were building the plane as it was crashing or flying or whatever yeah I'd say the I would say the idea was there like it was always in the back of my head to acquire more how we've done it in a past we've went the scale we've done it is materially different than what I thought uh I thought we were just gonna keep buying little small million dollar a year Revenue but not SCE not ebitda Revenue businesses and kind of just packing that on in a uh type J Rothwell area and we've honestly went away from that and changed that whole model but I I mean the first two Acquisitions we did the acquisition and the first 30 to 90 days sucked I mean it's the worst moments of my life ever and uh but we were able to kind of get through it and learn from it and change it on the following Acquisitions where it's like okay we we feel like we kind of got a Playbook here we feel like we know what to do we feel like we know what to expect we feel like we know what's around the corner to the point where and I'm assuming Adrian's probably the same but like I can look at a landscaping deal and get two or three questions answered enough we should buy it or not it just it becomes what price uh it obviously outside of the people but yeah I mean we've gotten better uh I had no idea what the I was doing in the beginning and now I feel like we at least know what direction we go guys I want to close out with a question about SBA Loans so we've already touched on it somewhat Adrian obviously with the with your um your loan and how hard it was get it was to get credit afterwards uh was there anything more to say on that and or and I can also just Tee It Up This Way is there kind of like something you would want SBA Searchers out there to know other than what you've already said be super careful about the credit piece um maybe or if you had to do it all over again would you not use an SBA loan and try to use other sources of capital anything you want to close out on about the SBA Adrian um yeah I mean I know Mike has very strong feelings on this but I mean I think generally like you know I think the SBA is an incredibly important resource right I don't think that there's a lot of other ways that individuals can buy companies for you know 10 percent for you know Equity um so I mean in that sense like I think it's an amazing tool I think what I did not appreciate enough going into it is that it both enables these Acquisitions and then really hamstrings your growth ability um you know post close and so unless you want to you know take on further SBA Loans for Acquisitions or um you know I've heard of people in certain instances being able to expand their their node for certain purposes like unless you want you have that appetite to kind of continue down that rabbit hole um you know once you're in the SBA kind of term period you know there are limitations to your growth and so if you have a minimally Capital intensive kind of GDP plus growth type business and you're going to buy with an SBA loan and you feel pretty comfortable about you know a variety of those you know key criteria like great and I think it's an awesome tool for that but I think if you know if you have aspirations of high growth or if you think you're in you know your business is going to require you know new equipment or whatever like I think people just need to understand a little bit more of kind of what they're getting into and what it may be like kind of navigating um you know their business basically under the you know those that framework um and again like I said like you know I think most sergers you know don't underwrite 58 Annual growth um and therefore you know the model looks fine um and you know we look you know we did experience that and have been experiencing that and you couple that again with the equipment and you know adding people and all of this stuff and so I think it's just um being a little bit more Eyes Wide Open to you know where there may be limitations and then trying to understand like do I think my scenario will be one of those ones that kind of check the box of hey this could be a problem or it could be difficult utilizing SBA that being said again you know back to my initial Point like not a lot of other options out there for people you know you buy even you know to your earlier example like just a million dollar in the business like not you know without the SBA a lot of people aren't going to be even be able to buy that um so I I think it's an awesome tool I just think people need to be a little bit more understanding of its challenges is so like everyone's like oh yes this business won't go down right like that's how everyone models like using debt is like the the floor essentially of their deal and the model but Adrian experienced like crazy growth like think about this he did everything you want as a business owner right like he he hired well he you know took out new customers like he did good sales and still struggling with it so like that's just the part of like the SBA that I always tell people like think about the good and the bad like the good is you grow by 50 how do you handle that the bad is you go down by 15 how do you handle that so Adrian's life homeless should be a hero success story of the SBA like the Dude using SBA and doubled his business like are you kidding me but like there comes challenges with that and uh that I I just wish more people were open-minded to the pros and cons of it but I do think it's a great tool gentlemen this was fascinating congratulations both on your respective businesses and now the combined entity it'll be really exciting to to see what happens in the years ahead um I'll I'll let people know how to reach you you've both shared your your contact information many times on the Pod so we'll just close it out here and uh thank you both for coming back on and and giving this exclusive to acquiring lines will wait I appreciate you and thanks for the introduction to uh to Mike a year ago yeah absolutely absolutely thanks will good deal guys thank you I hope you enjoyed that interview make sure you subscribe to the acquiring minds Channel below we are now publishing twice a week so tons of new interviews and stories to come stories that will help you along your own path to acquiring a business