Transcript
the weekly show where we bring on experts in MSP, M&A case studies from those who have gone through, going through the process and top M&A in business minds to help you maximize the value of your MSP, whether you're buying, selling, or just trying to improve your business. Make sure to subscribe over on the Kaseya YouTube channel. We bring these to you every Monday. So make sure you subscribe so that you know when a new episode is dropped and you can even save the M&A Unpacked playlist for easy access. Now today, I'm thrilled to be joined by Rick Murphy. Rick is the CEO and managing partner of Cogent Growth Partners. And I love what your LinkedIn profile says, Rick, providing M&A transaction therapy for IT company owners since 2010. So Cogent is, and I'm just reading this off the website and I'm gonna dive in and ask you some questions, Rick. Cogent, you guys are a buy-side focused merger and acquisition advisory firm, not a sell-side brokerage. Cogent is not a broker, right? You're not a broker. Tell me, fill in the blanks, tell us what you do. Well, thanks, Mike. I appreciate it. It's glad to be here. So, you know, when we look at how you buy, you know, a lot of people ask me what I do for a living. I basically tell them that we help IT companies buy other IT companies. And we've been doing that since 2010. And a lot of that involves transaction therapy. I'm glad you pointed that out. We can talk more about that. Helping both sides get through the transaction, help both sides realize where the opportunity is and why should we do a transaction at all. Most of the companies we talk with aren't quote unquote for sale. They're M&A curious. They're interested in what their company's worth. It's their single largest asset. They've been building it for a long time, usually. They've been working at it for a while. And then trying to meet other interesting companies that might be a good fit for them, whether they're thinking about selling and merging with somebody else. And of course we work with a lot of buyers who are trying to find and meet interesting companies that are a good fit for their company. So sort of working through how that fit works, why should we put these companies together? We kind of focus on that first instead of the money. Gotcha. I mean, how do you guys make money? So you're representing the buyer, right? Also, in most cases, we do have some seller side products where we can help sellers through a process. We can help people who want to merge together, merge together. We can help sellers who are really interested in doing something with our suitor pool, our pool of clients that we have, which is quite a few clients that we represent and help them find each other. But typically when we're working with a buyer, they pay us, but we're very goal aligned with the seller as well. We get a success fee on closing. It's contingent on closing. So we work really hard with both the client company and the candidate company to see the deal all the way through. And we do quite a bit of work product when we do that as well. So Mike, you asked me about being a broker and I think that brokerage is sort of akin to, somebody who wants to sell and a lot of people relate that to buying a house with a realtor, trying to buy a building or buying something that's inanimate. We tend to think of that, once you're ready to sell and you know you want to sell, a lot of people think that they should, what's called run a process, which is reaching as many companies as possible. And they're told that that's how they're going to maximize their value. And what we find is different, the reason we are different is, and we approach it differently, is that we think value is in the culture fit, in the marriage process. We liken this to more of a dating process and a marriage process, than you're just like, look, buying a property. And it makes it more about why you should do it in the first place, as opposed to just all about the money. One of our sayings here at Cogent is opportunity first, money last. It's sort of our credo. And the idea being is if you can discover, both sides discover, there's a really good idea to put these businesses together, you can usually make the money work. And it actually tends to make the price go up, because there's real value there. And people can see the value before they start talking about money. So once you realize where the value is, that's a really good fit, making the money works pretty easy. So Rick, what does providing therapy to buyers and sellers, what do you mean by that? I caught my eye when I looked on your LinkedIn profile and everybody should go follow or connect with you on LinkedIn. I think I love what you're doing there. I appreciate that. And I just, I had to laugh at that. Well, I appreciate that. It's designed to sort of elicit a chuckle, right? So transaction therapy, we coined that term because we're spending so much time with the client or the buy side and all of the emotional things that they go through when they look at a company, but also on the sell side, once they become a seller, a lot of companies are M&A curious, they're not really a seller yet, right? They don't know what they don't know and they don't know if there is a good fit. So a lot of it is very emotional. Again, it's like marrying off your daughter, right? As this is a company you've built, it's your family, your customers are your family and you're trying to find a good home for them if you're really interested in moving on or maybe you're just trying to find a good home for yourself, take a little pressure off what you're doing every day and just be part of something bigger and more fun. It's a great way to go, by the way, we do a lot of those. Most of the deals we do are talent acquisitions, actually. It's not just about buy a book of business, that's sort of a fallacy. A lot of people talk about, we're just gonna buy these clients. Well, that's not our experience. Our experience is really a talent acquisition, bringing all the talent in. Talent's hard to find and a great way to find that talent is they're already employed. So if you purchase the company that they're employed by, they've added all these new people to our business and that's a huge emotional rollercoaster, right? And so transaction therapy is keeping the attorneys doing the right thing, keeping all the other advisors doing the right thing, keeping people on track and on the track to doing what they're trying to do and then working through that phone calls. Am I doing the right thing, Rick? You know, the two days before closing or what have you. So yeah, a lot of therapy goes into what we do every day. Cool. Who, let's talk about the buy side. Sure. A buyer coming in, who is the ideal candidate to work with? Well, it's a really interesting question. So we've got hundreds of buyers we've worked with over the years. Any given moment in a given month, you know, because of people's activity and what they're up to, we would probably do, you know, somewhere between 20 and 30 clients a month that were actively looking for candidate companies. Again, the idea of trying to grow areas of expertise, trying to grow geographically, that's a big move, trying to be in another city or another state or maybe another region. Time-shifting across the country, people on the East Coast trying to time shift to the West Coast. So there's lots of reasons that the buyer wants to grow their company. A big reason is also economic reasons. I mean, the idea of getting bigger and larger makes more money for all the shareholders, makes more money for the employees, so there's an economic thing there, obviously. Well, maybe not obviously, but you know, the idea that, you know, if I can acquire a company and continue to grow our reach and expand our reach, you can work with more customers and have more smart people to work with those customers and probably have more tool sets and more things that you're doing that you can offer to those customers, especially, let's say, for a smaller company that's only got limited tool sets, limited talent pool, maybe they're geographically limited, to join forces with a bigger company in a different region, maybe even in the same town, but again, the strength in numbers, right? You get more buying power that way also when you talk about buying different types of tool sets, Casaio tool sets and the Casaio ecosystem, you know, the ability to get better pricing because we buy more of them. We need more seats of this or more seats of that. Hey, do you get the discount? Hey, do you get the discount? So there's a lot of economies of scale. Consolidation opportunities are another reason. You're putting two companies together. Let's say they were in the same city. Do you really need two offices in that same city or not? So you can maybe save some money. Do you need two of this, two of that, two of this? Maybe not, maybe so. So you can explore integration possibilities, consolidation possibilities. That's where the economic opportunity comes in. Consolidation possibilities. That's where the economics are built and that's how you start sort of building the structure of a transaction and where the economics are because it certainly does come down to economics at some point. But again, if you think about everything I just said, it's still all about fit. It's about culture fit, customer fit. Those are the two main things. And is it the same on the seller side or are there different? So it depends on where the seller is. So a lot of people we meet aren't necessarily quote unquote sellers when we meet them. Again, we kind of use the phrase M&A curious. Hey, I'm not sure what, I don't know what I don't know, Rick. So this is interesting. I've thought about it, but I don't know what happens next. So we do a lot of counseling and transaction therapy thinking about what might be to come in the future. And that could be now or it could be later. We do a lot of transactions with companies we've known for years. We did a transaction last year with a company we've known for 13 years. And then finally, serendipity being what it was, timing being what it was, they were really interested in joining forces with a larger company. We actually made that happen for them. Rick, I know one of my favorite ways to learn is by hearing the experiences of others who've gone through the process. We've talked to a lot of businesses that have been through, you know, a lot of MSPs have been through this process on the buy side or the sell side. You guys are unique. You've seen it and orchestrated it and helped with it. I'd love to hear just maybe, you know, pull one of your favorite stories out. Give us a little- Oh my gosh, there's so many of them. I know, there's probably, you know what I'd love to hear is maybe one that went not so well. Not that it- Well, that's a good question. There's a lot to it, right? That's a good question. So, you know, so we've got, we've done over 180 closed deals in the space. We're exclusively IT services. We don't do anything else. We're a dozen people in seven different states. We've been a virtual office company since day one. So we know how all that works. But in what we do, you know, we've done a lot of transaction. Out of all those, a handful or so haven't gone very well. It's actually more rare than you think for them to explode or go badly. But typically it's, if everybody's honest and transparent, it goes well. So the opposite of that is not necessarily so honest, not necessarily so transparent. And actually sort of a lack of transparency, you can only discover so much in a due diligence process. You can't go and interview every single customer and find out their deepest, darkest secrets. You can't really spend as much time trying to think about and meet with all the employees and their deepest, darkest secrets. And a lot of that kind of comes out post-closing. So you have to trust that the ownership and management are being truthful and transparent on the sell side and also on the buy side. It's reciprocal. So if everybody's open and above board, they usually work out really, really well. We have a great track record. But when it doesn't go well, it's usually because somebody's being less than honest or less than truthful, even with themselves. What does perfect look like? Like when somebody comes in, you have to educate them. You probably have to help them work through the process. So I'd love to hear like, what are some stories? Maybe you could share some stories about how things didn't, maybe things were kind of, they had different expectations when they're coming in and then you worked them through a process. I just love to hear like how a process went from kind of, I know this is a long question here, start from the beginning. Well, so we're intermediaries, right? We worked with both sides, even though the buyer pays us, we worked for the seller also. We try to help the seller through the process. We do a lot of work product as part of that. So in the beginning, we're getting everybody to date each other and to have some good dates and learn about each other. Once they've learned about each other, we're coaching both sides on the way to comport themselves. For example, you don't wanna have a first meeting and in the first meeting, you're starting to talk about money, what's my company worth? Well, gosh, I just met you. I don't have a clue about your company. I know what I read on the website and we've never talked on the phone before. So I mean, getting right into a multiples conversation on their EBITDA would be not good timing because I don't know enough about the company to even think about whether it's a good fit or not. So again, we coach that a lot. That's, I think makes us a little different than most, but in that regard, working with both sides to teach them how to have those goals. I just had a coaching call just this morning, actually. Coaching a client, I've got another one tomorrow. Coaching a client on how to meet a candidate for the first time. And talk about everything but money. Talk about everything. How do you sell what you sell? How do you do what you do? What tools do you use? What kind of customers do you have? You know, in industries, I don't need to know their names. I don't need to know the employee names, but talk about, hey, I've got really good L2s, L3s. I do this, we're really good at sales or we're terrible at sales. We're really good at marketing. We don't have any marketing. So, you know, you start comparing notes with each other on what do you do. And then if I'm, you know, being transparent and open, we encourage both sides to be transparent and open and talk that stuff out. Because that's where you're gonna start discovering, wow, this is a fit. You know, geez, Rick, when we do a debriefing, we usually do a debriefing call. After that first, we call it a first date. And after that first date phone call, how did it go? Well, I really liked Bob. Bob was a great guy. We got along really well. Yeah, I'd like to talk to Bob again. And I talked to Bob, you know, Sal was a really good guy. It was really interesting. Not sure about the business fit. The customer fit might not be right. Or geez, this is great. And then there's, you know, variations in between, right? Some people, sometimes people don't like each other. Some people that just oil and water doesn't, it doesn't match up. In which case we'd wanna introduce them to one of our other clients. Or sometimes it's the opposite, it's true. So again, being a professional intermediary group, if you will, and we kind of work with both sides to try to find common ground and coach them on how to do that. If that goes well, we will then start producing financial information, start looking for due diligence information. We have a financial model that is unique to Cogent. That is a cash, a return on cash modeling system that we've invented over the years. It works really well as a predictive model to see how this might work in the future. And we have, you know, our clients love how it works. And so two, three years from now, hey, did the modeling hold up? Well, yes, it did. We modeled very conservatively. But in doing that due diligence, we're getting to learn about the candidate company. We call them candidates. We think Target is rude and inappropriate. You know, it's a candidate company that's thinking about maybe selling their company. And part of that is also discovering, hey, looking at their financials tells us a lot about their customers, their customer mix, their employees, their employee mix, what happens there and how profitable they are or not and how much gross margin they're making in different buckets. A lot of MSP owners are not God's gift to accounting, but that's not really their job. So we're helping them through accounting anomalies and going through their accounting and thinking about how generally accepted accounting principles are applied to their cash accounting scenarios. I'm actually being kind. So a lot of MSP owners are not very good at accounting, but we don't need them to be. We are, and we can help them. And our buyers aren't much better sometimes, by the way. It depends on the size of them. So, but usually our buyers are a little bit better at the accounting part. But anyway, the accounting part is really just doing the financial due diligence, but also gets us to know each other, right? And also we're trying to establish goodwill with this candidate company, and we're encouraging them to establish goodwill with each other. So we're doing the modeling process. They're still talking about fit and everything else and encouraging those conversations. If that goes well, and we're still exchanging information and people are enjoying what they're seeing, we take that model and it helps us actually dial up a purchase price. And we can work with the candidate company and explore a neighborhood of what their company's worth because we've done all that due diligence. The three years of financials, current year financials, balance sheet, P&L, everything, customer mix, customer data, employee data, things like that, all redacted. So we don't unredact that until much later down the road on a deal. If that goes well, we then work with the client company, say, hey, we've worked with our candidate. I think this is about the neighborhood that would make them happy. They're liking you a lot. They'd like to proceed. Let's keep going. And we try to dial up a deal with our client and see if we can come up with a structure and a purchase price that makes the buyer happy. What I like to say is, a great way to put this is, hey, Mr. Seller, perspective seller, how much money does your company make the way that you do it? How much money is the combined company gonna make the way you're gonna do it together? And how much of that do we need to give to you, Mr. Seller, to make you happy and wanna join forces? And is it still a good business decision for the buyer? And that's where deals are born. I had owned a business years ago and the industry that I was in, I got to know a lot of other business owners. We were in coaching groups or peer groups together. So I got to know a lot of people. And one of the things that I learned is that all of them lied about how many customers they had. Does that happen in the MSP industry? Well, so no, but what, and lies may be not the right word either. So we see through the embellishment and we coach around embellishment. Happily, we don't see too much embellishment in the industry. However, there are a lot of people run a bunch of lifestyle through their business. They might have a lot of smaller customers that they're servicing that might be legacy customers they've been around forever. They got the little, you know, a thousand dollar a year customer, $5,000 a year customer. And then you kind of challenge them and say, well, geez, is it more expensive to send the invoices out than the money you're making on that particular customer? And sometimes they're very profitable actually. You know, there are small customers, a lot of profits. You're just never sure what you're looking at. Well, a lot of times, you know, the idea of what their revenue mix and what they, I'll tell you one thing we run to to answer the question slightly differently is everybody's definition of what MRR is, is not the same thing, right? It's just not. And so we do a lot of unpacking of that in our financial review, you know, in our due diligence, especially what we call our discovery due diligence, you know, pre-letter of intent and trying to move forward. In our discovery due diligence, we're trying to put everything in boxes we can identify and they don't always do it that way themselves. So they walk away with, oh, geez, these are all these buckets I should be thinking about. Here's a new way to think about gross margin on a per revenue bucket basis. For example, monthly recurring revenue versus monthly recurring resale versus cloud resale versus project business versus the product part of their business, right? So we have a lot of people report product revenue. They say, I do 5 million in product revenue. Well, interestingly, at what margin? Well, I make a 20% margin on that. So you're really making a million dollars of revenue on 5 million in turnover because the 5 million isn't revenue. 80% of that revenue is cost. I'm just getting people to understand how that kind of thinking works, right? So that, you know, the owner thinks he's got a $10 million company and he's doing 5 million in product sales, right? And then you give them a purchase price and it's a $6 million company, it really is because he's only bringing in a million of revenue off of that 5 million in product sales, right? Now the turnover is really a $6 million company. And then just dealing with the psychology of that and the transaction therapy that goes into that he's been telling everybody he's a $10 million company for a long time, right? They don't quite understand how all those things work and fit together. So as we're doing the due diligence, we're slicing and dicing the various parts of their business and teaching them and showing them the reality of that. And then hopefully, of course, looking for the way to put this together with our client company. So somebody comes to you, they're a buyer or they're potential buyer, they're watching this and they go, you know, I've thought about maybe in a year, two years, whatever, thinking about expanding by acquiring. What are kind of some familiar experience, the biggest fixable things or the biggest preparational things somebody in that situation should be thinking about now before they engage with you or before they, you know, start? From a buyer's perspective is, you know, we like to vet our clients very carefully just because somebody wants to pay our retainer or wants to pay us doesn't necessarily mean they're gonna be a good client. So we certainly wanna vet them and make sure they are a good client. They're good people, they run a good business, they have access to capital. And we don't do a lot of deals that require a lot of banking because most of our clients are self-banked, if you will, or private equity owns where they have a fairly deep pool of capital. We work for about 50-50 on PE clients, PE-backed companies versus operating companies that aren't PE-backed. And in preparation for being a buyer, it's really important to have your own financial ducks in a row and to be running good quality books and records because the seller's gonna wanna see that. There's reciprocal due diligence, going both ways. Being able to talk about your company and what you do and how you do it succinctly and have a vision and be able to relay that vision is really important. I asked that question in a different way, sort of a sideway, why should I hitch my wagon to your wagon train? You know, that's what every potential seller's thinking. You know, why should I do this? So you're talking about, can you be a buyer or not be a buyer? Well, if you've got a smaller company, let's say you've got a $3 million company that wants to be a buyer, maybe they have all the money in the world to be a buyer, but the pool of potential sellers is fairly small unless they're gonna actually do mergers because anybody that's kind of their same size or maybe just a little smaller, they're all gonna think, well, geez, I'm gonna be your size soon. You know, why should I sell to you? And that's a really good question. I get asked that all the time. Why should I sell to you? And you gotta think about that as a potential buyer. Why should they sell to me? Why should they wanna merge with me? Why should they wanna be part of my family? So thinking about why you're trying to grow and what the purpose of that growth is gonna be and how it affects everybody and be able to tell that story. And we help people go through that process and create that story because they've already got a story, they just don't know quite how to tell it. Helps them be a good quality suitor, be a good buyer that people are gonna want to be sold, sell to them. So that's really important. From the sell side, you know, getting your books and records in order is important, not always possible, but certainly important. We find there's a lot of companies that don't process their books and records very often. Monthly is the way to do it, but they'll do it quarterly. We've got some people do it semi-annually, some people kind of annually when it comes to doing their taxes, right? So not really running, they're kind of looking at their bank accounts, they're looking at a lot of their books. They're not really closing out their monthly books on a monthly tight way. So if I say, hey, can we see your financials? And you know, they have to go get their accountant and they have to work on it for six weeks before they can actually give it to you. That's a good telltale that they haven't been doing their accounting updating regularly. Keeping your accounting updated regularly, there's 100 things you can do if you wanna be a seller. Your contracts are important. Customer agreements are really important. The type of customer agreements they're in writing, they're stashed someplace where you can find them. Does any buyer's gonna wanna see them at some point? Certainly be able to articulate what you do and how you do it as a seller also is super important. So the same thing, prepping to be a buyer, think like a buyer if you're thinking about selling. What is the buyer gonna wanna see? So we teach that. So we have a whole bunch of material around how to teach that. Think like a buyer when you wanna be a seller. Yeah, you mentioned contracts. I wanna ask you about that because I talked to a lot of MSPs out there and I've talked to a lot of MSPs who think they're going to sell. And then they also scold me about how, I'm not gonna have contracts. My customers are with me because they love me. Yeah, that's not very valuable. Why do they? Let me talk about that. So I hear that a lot. We talk to companies all the time. Well, we talked to hundreds of companies a year and we get quite a few deals done as well. But the idea of what you just said exactly, I don't really need contracts. It actually screams, I don't trust salespeople. I've had bad salespeople experiences. A lot of people think salespeople are evil or a necessary evil because they equate sales to lying. They equate sales to BS. And that's not true. I don't think that is true. Sales, the definition of sales is persuading somebody to do something they didn't already intend to do. That's it, right? It doesn't mean lie, BS your way through life. So taking a good technician in a company that maybe is personable and teaching them how to sell is easier than taking a salesperson who maybe sells cars, just to be silly, and trying to turn them into a technical salesperson that can sell MSP services. Almost impossible, right? And I think a lot of people's experiences come from that. So when they say, I don't need contracts. I get all my business on referral. All my business comes from referrals. Well, then you don't have a well-organized sales process. You don't do a lot of marketing, which is okay. Because again, being with a suitor who does that can be a real benefit, right? You know, you've got great technicians. You've got good products. You know what you're doing. Well, great, let's join forces because we already have sales processes. We already have a marketing process. We can help. But when they talk about the contracts, and they're really proud of it also, almost every time, I don't need contracts. The problem is, is that's not very sticky. So when you're gonna go buy a business, you're gonna merge with somebody, is that business transferable? And specifically, are the customers gonna transfer? Are they gonna be able to still be there on the other side of the transaction? And that's the buyer's number one concern is are those contracts, are the customers gonna come along for the ride and stick with us after closing? And a bunch of the due diligence we do, some of us just weigh in and out, go, oh, does this feel right? When you just look at the data and you look at the information, you talk to everybody, does it feel right? Does it feel like these people are gonna stick? Because you can't waterboard them or anything else and find out, right? But having a contract customer is more valuable than not contract customer, regardless of the relationship, because it's demonstrated in writing that you've got the temerity to get that contract done. And then there's variations on that thing. If you have a one-year agreement that's got a 30-day out, well, it's not really a one-year agreement, it's a 30-day agreement. We see a lot of people have one-year agreements with 90-day out, stronger, nice, good to have, and, oh, by the way, good job. You got them to sign up in writing and you're doing automatic renewals and you got a way to make your SOWs work for you, your SOWs work forward, you got an MSA that works and that's all good stuff, but it's a 90-day contract, right? In terms of the way a buyer thinks about that. And what can we do? It doesn't mean you're not gonna be able to do a transaction, but what can we do to make sure that that customer sticks? And then, so you've gotta do what's called structure in a deal, I keep doing air quotes, I love, where they'll say, you know, I can do this much cash at closing, but golly gee whiz, if you have these 90-day out contracts with all of your clients, that's great, thank you, but we need to pay some of that money over time later as the deal goes on to make sure that it ties out with the business that we think the business is gonna still be on the other side of the deal. So the lack of contracts introduces structure to a deal where I've gotta do an earn out, I've gotta do a seller note, I've gotta pay over time, I gotta do a retention bonus, a growth bonus, there's lots of different ways to make a deal happen, but if I've got three-year ironclad contracts that we've actually tested in court before, or if the customer cancels, I get 100% of my contract paid for, and they do exist and I've seen people do it, we're looking at two different companies right now, they've got great contracts, and they've actually been litigated before, and one, way stronger, and it's gonna help support a stronger purchase price, and it's also gonna support less structure, if any, in the transaction, so what you buy by having the good contracts is when it comes time to go and sell or merge with somebody, it's actually more transferable, more believable that it is transferable, because the buyer sees that it's sustainable business after closing, right? So it really does come back and pay itself off, it does. You don't have to, it's not a requirement, but it's a real awesome nice to have. Yeah, I've always told people, it's not a matter of whether they love you, hate you, they're not gonna quit, they may not quit, they may love you and still quit, you don't have a contract or you have a 30-day out, you are a complete target for somebody coming in and going, I can do it for half price. That's right, well, there's that. They may stink, they'll be sorry they did it, but if they lock them into a contract, you're screwed. Yeah, and we're big believers in the customer agreements, and it's a big part of our due diligence, we don't get too crazy with it, but it's really important to be able to line those ducks up, and we do a lot of reporting on it, we do a lot of analysis of the customer agreements, win-loss, a big thing that a lot of our clients believe in is customer retention is super important. Customer retention is an indicator. And again, one of the things about customer retention is are they on a piece of paper or not? Again, you can have a customer, you don't even have any kind of contract at all, and you've got the implied contract, let's say inside of your PSA system, and you've got lots of records of all the stuff you're selling this customer, all the stuff they're buying, and how you're servicing them, so that's kind of a quasi-contract, right? And you've been billing them, so there's an implied contract there, so the legal contract is offer, acceptance, and consideration. Those are the three legs of an agreement, right? So one, if you went to court, and someone said, well, I don't have a contract with you, you'll say, well, I've been billing you, you've been paying me, and we're delivering service, so those are the three legs of a contract, and I beg to differ, it is a contract, but it's not very transferable. It's more of a belief system, and I'll tell you where that, I wanna tie this back in, where that comes from is also who owns that customer relationship. So if you've got no contracts, or contract light, or 90-day outs, 30-day out type contracts, then it's really important that everybody owns that customer, not just a tech or two. And what we see is sort of a bit of a sickness, if you will, that you've got the no contracts, and you've got a tech or two techs that are, it's their customer, so now you've got a, what if that tech leaves, and goes, which is how MSPs are born every day, pretty much, right? Is that the tech's pissed off, an upset tech goes, I own that customer, I'm gonna take that customer with me, right? So having another type of contract, which is a non-compete, non-solicit, and we're big fans of non-solicit, by the way, non-solicit's, I think, very enforceable, it's very rational, non-compete, I've never really bought into non-competes my whole life, I don't care where you go to work, just don't take the customers with you, and don't take the people with you, and don't make my vendors pissed off with me, right? So again, there's contracts, there's relationships, so if you don't have a contract, you got a relationship, so selling a relationship is a little bit harder than selling a contract. Rick, this has been a fantastic conversation, thank you for being here on the show with us, and sharing, how do people learn more about you guys? I appreciate it, it's been great talking with you, Mike, and I'm happy to do this anytime, there's plenty of stuff to talk about, right? Find us on the web at cogentmergers.com, our current website's being redone, we'll have a new one up in about 60 days or so, but you can find us there now, you can find us on LinkedIn, we're pretty proficient on LinkedIn, so you can find us on LinkedIn, and actually, if you wanna email me, just email me at rick at cogentmergers.com, be happy to talk to you. Well, Rick, thank you again, I can't thank you enough for taking the time out of your busy day to share with the MSP community from Kaseya, for everyone watching, we thank you and tune in every Monday on the Kaseya YouTube channel for another episode of M&A Unpacked, and if you're not yet a member of the M&A concierge platform for MSPs, make sure to apply today, it's 100% free, but there is a application process, so thank you for being here and see you next time, everyone. All right, we'll see you next time, bye-bye. Bye-bye. Bye-bye. Bye-bye. Bye-bye. Bye-bye.
