Advisor Client Relations

PRESS RELEASE – SOLD by Sara Burden and Walden Businesses, Inc. is pleased to announce its North Atlanta client, Express Employment Professionals, completed a successful sale to Category 5, LLC. Walden initiated this transaction and acted as advisor to the seller. Express franchise owner, Rodney Moore, shared: “One of the best business decisions I made was to hire Walden Businesses to represent my company when it was time to retire. From the early conversations and first meetings, Sara and her team were true professionals with a tireless approach to making the sale. She excelled in her ability to communicate effectively to myself and to potential buyers with a positive spirit and attention to detail. Her experience and wisdom of the market helped us receive the optimum value for our business.” Express Employment Professionals is one of the top staffing companies in the US and Canada. This award-winning Alpharetta franchise has repeatedly been recognized in the top 25 volume Express offices in America.

When your business owner client decides to sell, there’s a unique, uncommon opportunity for you as a wealth manager to provide an incredibly valuable service to your clients while also growing your assets under management. As a wealth manager, you play a critical role in the lives of your clients. It’s not a stretch to say that their future is literally in your hands. They rely on you to ensure their retirement is going to look a particular way. For business owners, exiting their business is almost always a key component of their retirement plan. The sale of a business may be the biggest liquidity event in their lives. As a wealth manager, you have the opportunity to help figure out exactly how to make the most of that money for their retirement — or for any other purposes they may have in mind. There’s a huge opportunity here — Baby Boomers are beginning to retire in droves (and will keep doing so for at least a decade). There are many business owners retiring right now who will need your help. Here’s what you need to know about exit planning and the role you’ll play in it for your business-owner clients. Figuring Out The Number The first thing you’ll be doing for your business owner clients is helping them figure out the number: the amount of money your client needs to get out of the business when they exit. Usually, retirement is the goal, but there are other potential goals. Maybe they want to open another business or start a non-profit. Maybe they want to engage in some philanthropy or set up a trust for their family. Whatever the case, you play a major role here. As exit planners, we need you to help us figure out how much they need and then do a net present value of the amount. We can then subtract other assets that are available for whatever they have in mind and come up with the number. Valuing the Business Once we have the number, then we have to figure out how much the business is actually worth in today’s market. That’s something the exit planners and business valuation experts in your network will help define. When we have a clear idea of how much our mutual client can potentially make from selling their business, we can then compare it with the number. The difference between the number and the current value of the business will tell them what they need to do next. They’ll need your services for this. If there’s a shortfall, you’ll have to talk to them about what to do. Do they want to reduce their standard of living for retirement? Work a little longer? Increase the value of the business and then look at a potential sale in a few more years? Whatever the case, they now have a plan in place — and they’re looking to you to implement key components of that plan. And of course, there are opportunities for you as well. Opportunities for Wealth Managers One of the first things exit planners will do is to have clients complete a financial plan for the business owner and other stakeholders — you’ll be responsible for your clients’ financial plans and potentially those of their key employees. You also have the opportunity to capture more assets under management. And, as the exit planning moves ahead, there are other opportunities: for example, 401(k) or IRAs and other assets can be transitioned to your management. Another thing to consider is that, once you become an advisor to a business owner, you gain potential access to their network. They might refer you to key people in their organization who also need your help — not to mention their family and friends. For years after the exit, you’ll be managing their assets (and likely managing those assets for their family after they pass). All this because you had a seat at the exit planning table and helped your clients through the process. The Advisor’s Edge — The Education You (and Your Clients) Need The Advisor’s Edge is a library of content that you can use to educate potential and existing clients on exit planning — and you can use it to educate yourself as well. Instead of giving every client an individual presentation (which you probably won’t get them to schedule anyway), you can send them content that answers their questions and educates them. Or you can bolster your social media and marketing efforts with short videos that build the case for working with you and trusting your processes and network.  The Advisor’s Edge includes documents and videos that explain just about every aspect of what CEPAs, financial professionals, and business advisors do in a way that’s clear and highly professional. The content is extremely high quality and has been created by top professionals in exit planning and value building. This means your potential clients will see you not just as a resource and someone they can trust, but as someone who is a true expert, who really knows what they’re talking about.

Ninth article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This is the ninth and final article in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “Many of life’s failures are people who did not realize how close they were to success when they gave up.”  – Thomas Edison By their very nature some projects are long, involved, and complex.  Even short-term projects can run into delays, complications, and unforeseen difficulties that extend the duration of the work.  If clients lose interest or give up easily in the face of obstacles, they may find it hard to remain enthusiastic and engaged throughout the course of the project, threatening its success. Consider the case of Leslie.  An accountant by training, she was also an accomplished cook who found great satisfaction baking bread for her family and friends.  When the pandemic struck her accounting practice dwindled, and Leslie found herself making more loaves than ever before.  She decided that this was her opportunity to make a career change.  Leslie hired an advisor to craft a detailed roadmap, listing the tasks ahead of her and suggestions for how to approach them.  Leslie had already drafted a business plan, so she and her advisor turned their attention to securing funding and finding suitable space.  With her accounting background Leslie easily understood the various loan options available, but she was disappointed to learn that the pandemic had slowed approval decisions and caused some institutions to tighten their lending standards.  Although she was excited about finding a space for her bakery, she found the real estate hunt to be physically and emotionally draining.  It seemed as if every commercial space she saw had a significant flaw; either the rent was too high, the cooking area required too much renovation, parking was difficult, and so on.  After three months of looking for a loan and a location Leslie felt discouraged, and she asked her advisor if they could put the project on hold for a few weeks.  Two months later she took a part-time accounting job with an old friend. Given the magnitude of this project, Leslie’s advisor probably should have tried up front to gauge her ability to persevere by saying, “I’m eager to help you succeed.  Tell me about other big projects or initiatives you’ve pursued besides this one.” Sometimes an advisor can forestall a client’s discouragement by discussing the project and identifying challenges in advance.  The advisor might have said, “Let’s review the steps and timeline for this project so you can see the entire sequence and get a feel for the scope of what we’ll be doing together.  Before we begin each stage of the project, we should go over the specific tasks each of us will tackle.  That will give us a chance to spot any potential delays or hurdles we should watch out for.” Not all clients give up easily.  Some are more than willing to stick with a long-term project even if obstacles are encountered.  They will likely remain interested and engaged throughout the course of the project and anticipate the same from their advisor.  Such persistence is a strength, but both parties should be willing to switch gears if they find themselves investing too much energy pursuing the impossible.  The advisor might say, “I appreciate your effort to stick with this project even if it hits some roadblocks.  That kind of persistence will help us carry this past the finish line. That said, we will also need to be willing to switch gears if we find ourselves trying to make the unworkable work.” This is the final article in the series titled “Assessing the Advisor-Client Relationship”.  Each week, I explored a new element affecting the advisor-client relationship in some detail.  These articles were intended to help you understand potential opportunities and obstacles when working on long-term strategic engagements. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

Eighth article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the eighth in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “Whether you think you can, or you think you can’t – you’re right.”   – Henry Ford You may provide clients with terrific suggestions and outstanding advice, but in most instances it remains up to them to follow through with your guidance.  Even if your client has the time, motivation, and skills necessary to carry out your recommendations, they may struggle if they doubt their own abilities.  If your clients don’t believe in themselves, they may hesitate to act, sabotage their own effort, request easy solutions that prove to be insufficient, or reject your advice altogether. Consider the case of Brandon, the 37-year-old owner of a small firm that fabricates custom architectural detailing for historic buildings.  Brandon invested in the equipment necessary to make interior and exterior pieces from limestone and terra cotta, but his time and energy had been consumed helping his employees produce products that were precisely crafted and historically accurate.  Knowing that he needed to get the word out about his business, Brandon hired a marketing consultant.  The advisor put together a comprehensive plan that included producing short videos highlighting product installations, and he identified opportunities for Brandon to speak at upcoming conferences geared toward architects and contractors.  Brandon knew that these were worthwhile steps he could take.  Unfortunately, he disliked public speaking and he was reticent about appearing on camera.  Deep down, he simply didn’t see himself as someone who could market his business.  He declined the advisor’s suggestions and settled instead for a refreshed website that he hoped might showcase his firm’s work. In their first meeting, the advisor might have asked Brandon about past challenges by inquiring, “what sort of business problems have you faced before and how do they compare to this one?”  The advisor could have added, “I want to address any concerns you have about this project.  As you think about marketing your firm, are there any aspects of doing so that might be a stretch for you?”  In response, Brandon might have mentioned his discomfort serving as the public face of his company, and the advisor could have tailored his recommendations accordingly.  For example, he could have suggested that Brandon help write scripts for the videos and ask his employees if they wanted on-camera roles. Clients won’t always admit that they lack confidence in their ability to resolve business problems.  Advisors need to be attuned to signals that their client is uncomfortable.  In the scenario above, Brandon might have verbally agreed that speaking to architects was a good idea, but his facial expression was probably less than enthusiastic. This is the eighth in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article, the last in this series, will explore the client’s level of persistence. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

Seventh article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the seventh in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “If I would have listened to the naysayers, I would still be in the Austrian Alps yodeling” – Arnold Schwarzennegger As an advisor, most of your interactions will be solely with the business owner unless the project intentionally involves other staff.  In some cases, the owner may even ask you to act on their behalf; for example, you may be asked to identify and screen high level job candidates.  But no matter how the project is structured, there will likely be other stakeholders who have opinions, needs, and priorities that differ from those of your client. Consider the case of Kevin, who built a business providing damage restoration and clean-up services for residential customers.  His 10-person crew operated out of 5 trucks.  Kevin wanted to expand into two adjacent counties to take advantage of their rapid growth in population.  His  advisor suggested that he solicit commercial accounts, even though doing so would require additional skills and credentialing for his staff. Kevin was excited about the prospect of gaining new clients.  He told his team that the advisor would help identify potential commercial customers and determine what specific remediation services they might need.  The next day Kevin’s Service Manager asked to speak with him.  He was concerned that handling commercial accounts could be complicated and potentially unsafe and he didn’t think the current crew would be able to master the specialized training needed to address chemical spills and hazardous waste clean-up.  Kevin was more optimistic than his Service Manager, but he was worried about creating ill will and he didn’t want to provoke a power struggle over the issue.  He told his advisor the growth strategy would need to focus solely on the residential market. Change, even that which is well-conceived and communicated, is not always welcome by those affected by it.  Clients like Kevin are vulnerable to objections raised by others, which can undo hours if not weeks of planning.  His advisor might have seen evidence of Kevin’s vulnerability if he had explored this early on by saying, “Kevin, tell me about a business situation where you had to make a tough choice.  For example, letting go of someone even though it was difficult, or choosing an option that displeased an important stakeholder.” Even if a client appears confident in their ability to secure the backing of stakeholders, the advisor should review various scenarios with them beforehand.  The advisor might introduce the topic by saying, “If our work leads to new initiatives or even modest changes in your operations, it’s possible there could be some pushback.  As the project unfolds, we should schedule time periodically to discuss the best way to communicate changes, and plan how to respond to any stakeholder objections.” This doesn’t mean that stakeholder objections are to be viewed as obstacles or irritants.  To the contrary, advisors should help clients give strategic thought and consideration to potential stakeholder concerns and adjust their planning accordingly.  For example, in the scenario above, Kevin’s advisor should have thought about how his recommendation might impact the staff.  He might have then proposed an incremental approach to staff training and service roll-out. This is the seventh in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s sense of self-efficacy. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

Sixth article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the sixth in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “Progress is impossible without change, and those who cannot change their minds cannot change anything.”   – George Bernard Shaw Business advisors frequently ask me about a behavior they find counterintuitive and puzzling.  They’re approached by prospective clients who have identified them as exactly the expert they need, they ask for recommendations, they seem on board with a proposed plan of action, but then they ultimately reject the advisor’s good counsel. Consider the case of Scott, the 47-year-old founder of a firm that provided security personnel for commercial clients such as hotels, office buildings, and retail merchants.  His clients were increasingly interested in advanced technology rather than simply relying on security guards.  Scott believed technology was unreliable, and he felt the best solution was to deploy additional personnel.  Most of his clients resisted that approach, and Scott was concerned about the long-term viability of his business.  He sought guidance from an advisor who had experience consulting with corporations around large-scale security upgrades.  The advisor affirmed that many clients were implementing technological solutions, but he also opined that security technology is only as good as the people monitoring it.  He advised Scott to focus on building a smaller but more technically proficient team of guards who could augment and interact seamlessly with the security systems being purchased by his clients.  Scott quickly dismissed this suggestion and the advisor, noting that the last thing that made sense to him was to field fewer personnel. Clients like Scott who have firmly held ideas about their business may not view problems the same way the advisor does.  They may overlook factors that contribute to a business problem, making it harder to implement an effective solution.  In some cases, they find it difficult to accept the advisor’s recommendations. Both parties should have an initial discussion to explore the degree to which client feels comfortable with the advisor’s perspective.  In some instances, the Advisor may find it helpful to give client additional time to consider and embrace certain proposed ideas and solutions.  Here is one way to begin the discussion: “I want to make sure we have a shared understanding about the challenges facing the business and how to address them.  It’s important that throughout this project you’re comfortable with my observations, ideas, and proposals.  I wouldn’t expect you to instantly agree with everything I suggest, but if you’re not fully on board with something we need to talk about it, o.k.?  So, based on what we’ve discussed thus far, how does it sit with you?  Is there anything you have some reservations about?  Anything you would like time to consider further? It may become apparent that a client is so wedded to their beliefs that they rebuff the advisor’s suggestions.  If they still seem open to dialogue, an advisor might try the following approach: “My sense is that you have some strong convictions about your business.  No doubt they’re rooted in years of experience.  The same is true for me.  In my experience, clients aren’t always 100% on board with certain recommendations when they first hear them.  I totally understand; my suggestions may seem like an outsider’s perspective, but I trust you can see the advantage in that.  If you aren’t fully comfortable with an idea I propose, let’s discuss it and see if we can fit it within your framework.  I would hate to see us overlook a potential solution.” This is the sixth in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s ability to resist pressure from various stakeholders. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

Fifth article in a series . . .  If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the fifth in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “How does a project get to be a year behind schedule?  One day at a time.”  – Fred Brooks Once clients decide to reach out to a business advisor they may convey a sense of urgency about getting started.  Eager to see results, they quickly fill out and return initial documents and questionnaires.  As an advisor you know that projects benefit from forward momentum and progress helps sustain the advisory relationship; you welcome their enthusiasm. However, as the project gets underway some of these very same clients slow down.  Their need no longer seems so pressing, they postpone meetings and put off making decisions.  The project becomes bogged down by delays and distractions.  When the client does act it’s last-minute, hurried, and subject to error. “I like work: it fascinates me. I can sit and look at it for hours.”   – Jerome K. Jerome Research indicates that approximately one-fifth of the adult population regard themselves as having great difficulty initiating or completing tasks and commitments (Harriott and Ferrari, 1996).  Procrastination takes multiple forms.  Many people don’t like being rushed, others don’t like to make decisions, and some simply use their time poorly. Consider the case of Elaine, the 35-year-old owner of a light fixture business founded by her father.  Elaine took the reins from him six months earlier, and she wanted to expand their product line considerably.  She hired an advisor to help her decide which new products to focus on, secure funding to cover development costs, and weigh moving to an upgraded manufacturing facility.  The first two meetings between Elaine and her advisor were animated; they seemed to energize one another as they discussed possibilities for the firm’s future.  The advisor mentioned that grant money might be available for Elaine’s expansion. The advisor downloaded the grant application and emailed it to Elaine, along with detailed information about design trends and forecasts in the lighting industry.  She checked in with Elaine five days later.  Elaine apologized and said she hadn’t yet opened the email, but she promised to do so later that afternoon.  They agreed to talk again in a few days but when the advisor phoned, Elaine’s voicemail greeting indicated that she would be out of the office for a week.  The project limped forward but Elaine missed the deadline for the grant application. Had the advisor been aware of Elaine’s tendency to procrastinate, she could have taken steps to mitigate its effect on the project.  She could have emphasized the grant application deadline and provided Elaine with an estimate of how long it would take to complete it.  More broadly, she could have listed the steps and tasks associated with the project, and with Elaine’s input drafted a timeline that laid out responsibilities and deadlines.  Here are some things she might have said: “This project has a couple of deadlines we should keep in mind; let’s review them so you don’t miss any opportunities.” “To help you plan, I thought you might like to see how much time other clients spent completing various tasks associated with this sort of project.” “I’ve drafted a timeline that can help us stay on track.  I’d like to go over it to see if it seems reasonable or needs any adjustments.” Could the advisor have recognized Elaine’s tendency to procrastinate up front?  Possibly. In their first meeting she might have asked Elaine some questions to assess how she gets things done, such as: “Tell me about other initiatives you’ve spearheaded. What was it like getting from the planning stage to completion?” “As you think about working on this project, what are some other things on your plate that will compete for your time?” Sometimes, if overused, our strengths can work against us.  Consider the client who meets business deadlines far in advance, makes decisions without delay, and accomplishes tasks promptly. This type of client doesn’t waste time and will likely expect the same from the advisor. That’s generally a good thing, but you should ensure that the client doesn’t feel undue pressure to complete assignments or make crucial decisions too quickly.  You could say: “Your diligence will really help us stay on track.  I’ll do my best to keep things moving on my end as well.  That said, it’s possible there will be a few decision points where I may actually tap the brakes to make sure we’re covering all our bases.” This is the fifth in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s openness to new ideas. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship. Reference: Harriott, J., and Ferrari, J. R. (1996). Prevalence of procrastination among samples of adults. Psychological Reports. 78, 611–616.

Fourth article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the fourth in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “The past cannot be changed.  The future is yet in your power.”   – Mary Pickford Clients vary in the degree to which they think about and plan for the future of their business.  Those who give sufficient thought to long-range planning will be better positioned to respond to future opportunities and challenges. They will make better informed long-term business decisions that are more consistent with their goals. Advisors should consider how the current project contributes to the client’s business in the long run.  They should also be alert to matters that need to be resolved before the project begins.  They can begin the discussion by asking, “What impact do you expect this project will have on your business?” or “How does this project fit within the context of your long-range business goals?” Not every client has a strong future orientation.  They may be preoccupied with current affairs, or they believe that if they concentrate on matters at hand then the future will take care of itself.  Some people, because of their unique history, may not be wholly comfortable focusing on the future let alone planning for it.  They may dwell on the challenges they envision or the uncertainties they’re experiencing. Consider Paula, a mid-career architect with an expanding practice she could no longer keep up with on her own.  She debated whether to invite a junior colleague to join her in the business, but she had experienced several downturns in her profession over the years and she worried that growth would be difficult to sustain. With all the unknowns, she found herself unable to focus beyond the next couple of years with any degree of confidence.  She decided to hire an advisor to help her map out and execute a strategic plan.  As the advisor inquired about her goals for the practice, Paula grew quiet and non-committal.  Her advisor made the following observation: “My sense is that you’ve not had a chance to do much long-range preparation. That’s understandable; you’ve got a lot on your plate right now plus you’ve seen your share of recessions.  So, before we focus on specific goals let’s step back a bit and talk about the broad range of possibilities for your practice.” Paula became more comfortable with the conversation, especially after her advisor pointed out that by planning for the future, she would be better positioned to take advantage of opportunities that might emerge. Feeling that Paula was now more open to establishing short-term and long-term goals, her advisor suggested that they work on a planning exercise in their next meeting. Clients are more apt to accept an advisor’s recommendations if they see that there is a clear path linking the present to a desired future state.  Sometimes they just need a little help to be more forward thinking. This is the fourth in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s tendency to procrastinate. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.  

Third article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the third in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “In life, change is inevitable.  In business, change is vital”    – Warren G. Bennis It’s very common for clients to seek a business advisor to help them make modifications or improvements to their business.  They may genuinely want things to be different, but that doesn’t necessarily mean that they are comfortable initiating and implementing changes to their business. Consider the case of Sam, the 70-year-old owner of a firm that brokered construction equipment.  Sam hoped to fund his retirement from the sale of the business, and he engaged an advisor to help him streamline the operation so that it would be more appealing to a buyer.  Sam had an encyclopedic knowledge of nearly every piece of large machinery east of the Mississippi and he was acquainted with many of the larger buyers and sellers in the region.  The advisor recommended that Sam embrace the Internet and list his inventory on his website.  Sam felt his success was due to his telephone outreach to prospects and he wasn’t keen on shifting toward an online approach.  He rejected the advisor’s advice and terminated the engagement. Advisors should discuss the amount of change that will likely be required to meet the goals of the project, and they should explore the prospective client’s attitude toward change.  The advisor may acknowledge that change can be difficult, but both parties should focus on the benefits that will accrue from the change(s) rather than the effort involved.  Here is one way to begin the conversation: “This project could involve making some significant changes to your business.  Please tell me about a past instance when you modified your standard operating procedure.  What led up to it, and what was it like for you and your employees?” The advisor should listen to determine whether the client was proactive in making the change, or at least didn’t wait until the situation was dire.  Was the client nervous about the prospect of change or did they see it as a potentially helpful step?  Did the client accept guidance from experts and advisors regarding the change?  Did the client take an active role in implementing the change and help staff adjust to it? If the client appears reticent about making changes, the advisor might say the following: “My sense is that all things being equal, you’re not necessarily inclined to make changes in your business. That’s understandable; even if it leads to a good outcome, change isn’t always easy.  Let’s talk about how much and what type of changes this project might involve.  That way, if there are certain things you would be uncomfortable with, we’ll know that ahead of time and can discuss options and alternatives.” It’s possible that a client may be extremely eager to make changes and solicit (if not expect) suggestions from their advisor.  This may appear to be a client strength, but keep in mind that our weaknesses are often our strengths taken to excess.  Both parties will need to ensure that the client’s embrace of change doesn’t inadvertently lead to the pursuit of unnecessary modifications.  If the client appears too eager to make changes or wants to make too many, too quickly, the advisor might counsel: “I can appreciate how invested you are in making changes, but we also need to make sure we’re strategic in how we roll them out.  Let’s talk about which ones should be prioritized, how we can get the most leverage out of them, and so forth.” This is the third in a weekly article series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s future time perspective. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

Second article in a series . . . If you work as a business advisor, you know that engagements can be unpredictable. Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the second in a series highlighting matters that should be considered by advisors and clients before they agree to work together. “What’s past is prologue” – William Shakespeare While every engagement is different, a client’s experience with a complex project (or lack thereof) ought to be grist for the mill before beginning a new advisory relationship.  Without the insights gained from learning about the client’s past, the client and advisor may be starting from square one.  By taking the time to explore the client’s experience, both parties can identify potential obstacles to success and make a more informed judgement as to whether they are well-suited to work together. Consider the story of Jacob, the owner of a medical practice that specialized in providing home infusion treatments.  Twelve years ago, Jacob hired a firm to reduce coding errors, automate insurance filing, and streamline patient billing. The process stalled as Jacob became preoccupied with every detail of the project, right down to the font used on patient statements.  What was to be a nine-month project took almost twice that long to complete.  Now at age 60, Jacob wants to sell the practice and retire.  He hired an exit-planning advisor to orchestrate and manage the process.  The advisor began by recommending an expert to conduct a business valuation.  Things quickly bogged down as Jacob questioned the results and the methodology.  He insisted that another valuation be conducted at the advisor’s expense.  Had the advisor inquired about Jacob’s prior experience and had a better understanding of him, he or she might have explained the valuation process in advance and obtained Jacob’s explicit approval beforehand. A client may have no prior experience working with an advisor on a complex project.  In such cases, the advisor might direct the conversation as follows: “You say you’ve not worked with an advisor on a complex project like this before.  Since we don’t have that background historical information, perhaps you can think about what it has been like working with the professionals who routinely assist you, such as your attorney or accountant.  How does your work style, your communication preference, etc. mesh with theirs?  Are there certain things that lead to productive interactions with those advisors?  With your permission, it would be useful for me to speak to them so that I can get a deeper understanding of your business history and learn more about how they helped you.  Who may I contact?” Some clients have had a truly bad prior experience.  Engagements get terminated before they are finished, advisory relationships end on bad terms, and aggrieved clients may consider legal action.  Not all clients will immediately mention these matters and the prudent advisor should inquire, “Have you been fully satisfied with the process and outcome of previous projects?” If the client wasn’t satisfied, the advisor might pursue the following line of inquiry: “I can’t imagine that was pleasant, but I also hope we can avoid a repeat.  Let’s talk about what was dissatisfying and exchange ideas about how to make sure things go smoothly here.” “How do you feel about the communication between you and that advisor?”    “Were there misunderstandings or misperceptions?”   “What was your degree of alignment regarding how the project would unfold?”  “What prevented the two of you from resolving your dissatisfaction?” “What’s the most important thing we can do differently to ensure a solid working relationship?” As clients respond to these questions, advisors should pay close attention to the client’s observations and insights about the prior advisory relationship.  Are there lessons that can be applied moving forward?  Does the client acknowledge, for example, that communication wasn’t timely or that responsibilities weren’t specified?  If no clear considerations emerge the advisor might suggest an incremental approach rather than contracting for an entire project.  This would give both parties the opportunity to grow comfortable with one another. This is the second in a series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will explore the client’s attitude toward change. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

If you work as a business advisor, you know that engagements can be unpredictable.  Whether helping the owner take advantage of a changing marketplace, or optimizing the business to prepare it for sale, these initiatives typically involve significant planning, coordination, and effort from both advisors and their clients.  Despite the best of intentions, these large-scale projects don’t always proceed smoothly. There are many things that can affect the advisor-client relationship and make it harder for clients to accomplish the tasks associated with the project.  This article is the first in a series that will highlight matters that should be considered by advisors and their clients before they agree to work together. Why take the time to examine the potential working relationship?  Both parties have a shared interest in the project going smoothly.  Clients invest a considerable amount of time, energy, and money, and they expect (or at least hope) that the process will be relatively effortless and pain free.  As an advisor your client’s success is paramount, and satisfied clients can be a good referral source. Yet too often advisors proceed full speed ahead with a prospective client, eager to assist, only to wish they had taken more time to explore issues that affect compatibility.  They come to realize they are a poor fit for their client, they encounter stylistic differences that impede progress, or they discover that the client is uncomfortable with the process.  In some instances, things move forward even though in retrospect it’s clear that the project should have been deferred, either until the client found a better advisor match, refined their goals, or completed some pre-work. The other rationale for taking time up front is that clients may have multiple strengths that ought to be identified and capitalized on.  For example, a client may be particularly innovative and thus quite comfortable with a state-of-the-art solution.  They may embrace change and expect that the advisor will propose initiatives that are truly transformative. Initiating the Discussion Some advisors may feel unsure about how to explore the potential working relationship.  Here is one way to introduce the topic with your client: “We both have a shared interest in this project going smoothly.  I appreciate that it represents an investment of time, energy, and money on your part, and it may require new approaches and changes to your business.  It’s also important to me that we’re successful in meeting your goals.”  “Of course, it makes little sense of us to proceed if we’re not mutually comfortable, and I certainly don’t want you to go down this path if we determine there are significant obstacles to our success.” “Every client comes to us with different characteristics that contribute to our progress together.  If there are things that might affect our working relationship, we should talk about them in advance.  For example, if you’re the sort of person who might benefit from assistance tracking key deadlines it would be helpful for me to know that up front.  By learning more about your work style ahead of time, I’ll be better able to adapt to it and optimize my efforts to assist you.”  At this point the advisor can then raise various topics for discussion.  This can include questions about the client’s prior advisory experiences, attitude toward change, persistence in the face of obstacles, and so forth. This is the first in a series titled “Assessing the Advisor-Client Relationship”.  Each week, I will explore a new element affecting the advisor-client relationship in some detail.  These articles will help you understand potential opportunities and obstacles when working on long-term strategic engagements.  The next article will address the client’s experience with past projects. Please feel free to reach out for more information or assistance proactively assessing the potential advisory relationship.

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I once had the thrill of interviewing Jerry West on management. He was “The Logo” for the NBA, although back then they didn’t advertise him as such. Only the Laker followers knew for sure. In 1989 the “Showtime” Lakers were coming off back-to-back championships.  Pat Riley was a year away from his first of three Coach of the Year awards. 

Can you Offer Too Many SKUs to Your Customers? The short answer is YES! A SKU, or Stock Keeping Unit, defines each different product version that you sell and keep inventory of.  There may be different SKUs of the same overall item based on size, color, capacity (think computer or cellphone memory), features, and many other parameters.  For build to forecast businesses, that number of variations can quickly explode and become difficult to manage. Your customers are busy and want ordering simplified. Of course, they may need (or want) more than one variation of a product. That is reasonable and a common aspect of business – one size does not fit all! But there is a point where too offering too many SKUs is not value added either for your customer or your business.  In his April 30, 2013 article “Successful Retailers Learn That Fewer Choices Trigger More Sales” in Forbes, Carmine Gallo discusses his experience and a study about “choice overload” by other authors. He writes about a retailer that “has discovered that giving a customer more than three choices at one time actually overwhelms customers and makes them frustrated…when the customer is faced with too many choices at once, it leaves the customer confused and less likely to buy from any of the choices!” Choice overload is well-documented in consumer studies but can apply in B2B as well. While customer satisfaction is important, another key concern is the often-hidden costs associated with a business offering and managing a large number of SKUs for a given product type. These costs include holding inventory, S&OP (Sales and Operations Planning) team time, small production runs, and scrapping inventory. Holding inventory takes up space, which may come with a cost or utilize racks that could be used for other products. Scheduled inventory counts take up employee time and may result in blackout periods when the warehouse is not shipping product.  The more SKUs there are, including extra SKUS, the greater the potential impact. The Sales team’s forecasting and the Operations team’s purchasing reviews that are part of the S&OP process can occupy more of their valuable time if they need to consider these times. If small orders or forecasts require a new production run, this could be costly and create excess inventory. Whether from this new production or past builds, eventually it will make sense to write off and scrap old inventory, another cost impact to the company. How do you know which SKUs to focus on if you wish to look at reducing your total number of SKUs? Start by examining SKUs that have: Low historic sales over a period of time Small variations between SKUs that customers do not value Older technology or model when newer option SKUs are available This requires a true partnership between Sales and Operations. It starts with educating both teams on the costs involved – neither group may be aware of the money and time impact to the company. Periodic (such as quarterly) reviews of SKUs that meet the above descriptions should become a fixed part of the calendar. A review of the data and other available for sale options should result in the identification of SKUs which may not be needed. At that point, it is helpful to have a customer friendly EOL (End of Life) Notice process by which you inform customers of last time buy requirements for this SKU and alternates available. It is usually best to provide some time for the last time buy in the interest of customer satisfaction, although that may not always be necessary. At a company that designed and sold electronics, a robust SKU rationalization process was implemented to help address these issues. A representative from the Operations team analyzed SKUs that met a version of the above criteria and suggested candidates for the EOL process. Next, a member of the Sales team reviewed them and, where appropriate, issued product change or EOL notices to customers, providing them time for last time buy orders when needed. These steps helped reduce the work involved in maintaining these SKUs while not leading to any customer complaints. A final note – sometimes it makes sense to continue offering low selling SKUs – to support customers buying other items (hopefully in larger quantities). It may be worthwhile to encourage them to keep coming back to you for all of their product needs and this may be a way to accomplish that. But it helps to understand that this is truly the case and not assume that this customer would not be equally happy with another, more popular, SKU.   Steven Lustig is founder and CEO of Lustig Global Consulting and an experienced Supply Chain Executive.  He is a recognized thought leader in supply chain and risk mitigation, and serves on the Boards of Directors for Loh Medical and Atlanta Technology Angels.

When it comes to careers, business owners are a minority of the population. In conversations this week, I mentioned the statistics several times, and each owner I was discussing it with was surprised that they had so few peers. According to the Small Business Administration (SBA), there are over 33,000,000 businesses in the US. Let’s discount those with zero employees. Many are shell companies or real estate holding entities. Also, those with fewer than 5 employees, true “Mom and Pop” businesses, are hard to distinguish from a job. The North American Industry Classification System (NAICS) Association, lists businesses with 5 to 99 employees at about 3,300,000, and 123,000 have 100 to 500 employees (the SBA’s largest “small business” classification.) Overall, that means about 1% of the country are private employers. Owners are a small minority, a very small minority, of the population. Even if we only count working adults (161,000,000) business owners represent only a little more than 2% of that population. So What? Where am I going with this, and how does it relate to our recent discussions of purpose in business exit planning? It’s an important issue to consider when discussing an owner’s identity after transition. Whether or not individual owners know the statistics of their “rare species” status in society, they instinctively understand that they are different. They are identified with their owner status in every aspect of their business and personal life. At a social event, when asked “What do you do?” they will often respond “I own a business.” It’s an immediate differentiator from describing a job. “I am a carpenter.” or “I work in systems engineering,” describes a function. “I am a business owner” describes a life role. When asked for further information, the owner frequently replies in the Imperial first person plural. “We build multi-family housing,” is never mistaken for a personal role in the company. No one takes that answer to mean that the speaker swings a hammer all day. Owners are a Minority We process much of our information subconsciously. If a man enters a business gathering, for example, and the others in the room are 75% female, he will know instinctively, without consciously counting, that this business meeting or organization is different from others he attends. Similarly, business owners accept their minority status without thinking about it. They expect that the vast majority of the people they meet socially, who attend their church, or who have kids that play sports with theirs, work for someone else. There are places where owners congregate, but otherwise, they don’t expect to meet many other owners in the normal course of daily activity. This can be an issue after they exit the business. You see, telling people “I’m retired” has no distinction. Roughly 98% of the other people who say that never built an organization. They didn’t take the same risks. Others didn’t deal with the same broad variety of issues and challenges. Most didn’t have to personally live with the impact of every daily decision they made, or watch others suffer the consequences of their bad calls. That is why so many former owners suffer from a lack of identity after they leave. Subconsciously, they expect to stand out from the other 98%. “I’m retired” carries no such distinction.       This article was originally published by John F. Dini, CBEC, CExP, CEPA on

In a recent research study by The Value Builder System™, they analyzed data from 20,000 business owners who completed a Value Builder assessment of their business and discovered that owners who have businesses dependent on them, known as Hub & Spoke owners are facing a 35% discount on the value of their businesses and part of the problem may be the degree of customization they offer. For the purposes of the study, a Hub & Spoke owner is someone who answered the question “Which of the following best describes your personal relationship with your company’s customers?” with the response, “I know each of my customers by first name and they expect that I personally get involved when they buy from my company.”  One reason customers want the owner to personally attend to their project is the degree of customization Hub & Spoke owners offer.  In fact, the study shows that Hub & Spoke owners are more than twice as likely to say they offer a complete custom solution for each customer.  Since the owner is usually the person with the most subject matter expertise inside their company, it’s not surprising customers want the owner’s full attention on their job. The secret to making a business less reliant on its owner is to stop offering a custom solution for every customer.   How Ned MacPherson Built More Value By Doing Less   Ned MacPherson is a digital marketing guru, so it’s not surprising that when he first started offering his time, it was in demand.   In the early days as a consultant, he offered all sorts of growth hacking services. But when demand outstripped his supply of time, Ned had a decision to make. He could either turn away prospective clients or build a team of consultants underneath him.  As a growth guy, the idea of treading water didn’t appeal to Ned, so he opted to build a team. However, to ensure his team could execute without him, Ned decided to focus on one service offering: post-click analysis. Rather than help optimize a website for the entire customer journey, Ned’s company would become one of the world’s leading firms on optimizing a customer’s journey after they opted in to a website.   Most digital marketing consultants offer a wide range of services, but Ned knew it would be impossible to remove himself if they offered help in too many areas. By specializing in post-click analysis, Ned and his team were able to streamline their offering. Demand for Ned’s time started to diminish as his employees became some of the world’s leading experts in a narrow slice of the analytics market.   Within seven years of starting Endrock Growth & Analytics, Ned had 70 employees, more than $2 million a year in EBITDA, and multiple acquisition offers.   

The sale of a business marks a major life event. It’s emotional, stressful, and exciting all at the same time. And unfortunately, it’s often a lot of work. Most business owners will only experience the process of selling a business once in their life. This is both good and bad news. On the bright side, you only need to get through it once. But many business owners aren’t ready for the process and risk leaving money on the table as a result. With many sellers relying on the sale to fund their retirement and lifelong financial goals, getting it right from the start is critical. Here are tips from sell-side business advisors on what to do (and not do) when selling a business. What to do (and not do) when selling a business Start thinking about selling your business early — really early One of the top mistakes sellers make when selling their business is not starting the process early enough. There are many reasons starting last minute can really hurt your bottom line. It’s not uncommon for business owners to assume they’ll never retire at some point during their life. But as often happens, life changes. Perhaps health concerns for you or a spouse make continuing to run your business difficult. Or maybe you eventually lose the excitement when getting up every day and want a change of pace. Sudden sales or immediate retirements Unfortunately, when business owners want to sell with a tight timeline (or fire sale), they may have fewer options to exit. It’s not uncommon for some buyers to want the owner and/or members of the management team to stay on for a period to help with the transition. If there’s an earn-out, it’ll usually require the seller to stick with the company for different milestones (time, financial, or otherwise) to earn the full purchase price. Earn-outs aren’t ideal for sellers, but if you’re unwilling or unable to consider deals with any continuation component, it could impact the sale price, timeline to find a buyer, or both. Make your business more sellable later by getting advice now Business brokers often recommend getting a valuation done years before expecting to sell the company. Sarah Grossman, Principal of BayState Business Brokers in Needham, MA, says this helps sellers “shape their timeline and any financial planning that needs to be completed prior to a sale.” Understanding the fair market value of the company is critical to setting expectations for the seller, but understanding the drivers of the valuation can help increase the sale price over time. Grossman says, “a [business] broker can advise them on things they can do in their business over the next few years to make it more saleable when it does go on the market.” How to maximize your cash at closing Aaron Naisbitt, Managing Director at Dunn Rush & Co, an investment bank focused on sell-side M&A in Boston, MA, emphasizes the importance of going to market and knowing what your business is worth. He says, “the biggest mistake many businesses owners make is not running a competitive process when the business is capable of attracting interest from a broad number of buyers. This mistake most often occurs when the owner has already made the second biggest mistake – not taking the time to educate themselves and prepare adequately for the process.” Not every business will be able to run a competitive process. But those that can, and don’t, “Will leave money and terms on the table if they do not do so” he adds. Getting professional help is key here as trying to negotiate a sale directly with a buyer might be short-sighted. Grossman says it’s not uncommon for sellers to be approached directly by competitors. She cautions sellers considering working with buyers directly as “They could be leaving significant money on the table without a clear understanding of the valuation of their company. Sellers also need to work with a broker and their advisors to understand a typical deal structure so that they can maximize their cash at closing.” The importance of understanding the terms of the deal cannot be overstated. This is where money is made or lost. Naisbitt cautions that sometimes terms can sound really good, but aren’t always common sense. He adds that without an advisor, sellers “Don’t know where to argue.” During negotiations, you have to consider “What is it that’s important to you and what are you willing to give up” he says. Exit planning is not time to DIY — assemble your team of advisors When selling a company, gathering your team of advisors early on is key to getting a successful outcome. Again, odds are you haven’t sold a business before and probably won’t again. We don’t know what we don’t know…and you only have one shot to get this right. Your team of business and personal advisors will be instrumental in getting the deal over the finish line. Your business advisory team may consist of: a business broker or M&A advisor, accounting and tax advisors, and transaction/M&A attorney. On the personal side, your sudden wealth advisor who focuses on helping individuals experiencing a transformative liquidity event. Be sure to involve your wealth advisor in discussions around deal terms too. For example, when considering deal structure, it’s important to ensure alignment with your objectives or financial needs. What are your income needs after the sale or do you have plans for a big purchase? Your advisor can help determine how much cash you need at closing and whether to consider the pros and cons of arrangements like an installment sale. And at closing, a financial advisor can help you determine Section 1202, realizing the gain over time with an installment sale, asset versus stock purchase, or state tax implications such as the charitable goals, legacy objectives for heirs, or estate tax planning strategies. Brokers explain what sellers are most unprepared for during the process Selling a business is a lot of work. In addition to running the company in the usual course of business, sellers also need to comply with a host of due diligence requests from the buyer’s team and the lender financing the transaction. The magnitude of this process is by far the most 

In March 2022, Florida enacted the politically charged Individual Freedom Act, informally known as the STOP WOKE (Wrongs to Our Kids and Employees) Act. Less than two years later, the U.S. Court of Appeals of the Eleventh Circuit blocked the enforcement of the Act on the grounds it violates employers’ right to free speech. This decision directly impacts employers in the Eleventh Circuit and will have a ripple effect on employers nationally.   How did the Individual Freedom Act (Stop WOKE Act) affect employers? The Act attempted to prevent employers from mandating training or meetings for employees which “promote” a “certain set of beliefs” the state “found offensive” and discriminatory. There are eight prohibited beliefs each relating to race, color, sex, and national origin. According to the Act, employers must not teach the following: Members of one race, color, sex, or national origin are morally superior to members of another race, color, sex, or national origin. An individual, by virtue of his or her race, color, sex, or national origin, is inherently racist, sexist, or oppressive, whether consciously or unconsciously. An individual’s moral character or status as either privileged or oppressed is determined by his or her race, color, sex, or national origin. Members of one race, color, sex, or national origin cannot and should not attempt to treat others without respect due to race, color, sex, or national origin. An individual, based on his or her race, color, sex, or national origin, bears responsibility for, or should be discriminated against or receive adverse treatment because of, actions committed in the past by other members of the same race, color, sex, or national origin. An individual, based on his or her race, color, sex, or national origin, should be discriminated against or receive adverse treatment to achieve diversity, equity, or inclusion. An individual, by virtue of his or her race, color, sex, or national origin, bears personal responsibility for and must feel guilt, anguish, or other forms of psychological distress because of actions, in which the individual played no part, and were committed in the past by other members of the same race, color, sex, or national origin. Such virtues as merit, excellence, hard work, fairness, neutrality, objectivity, and racial colorblindness are racist or sexist, or were created by members of a particular race, color, sex, or national origin to oppress members of another race, color, sex, or national origin. Employers still had the ability to mandate employees attend sessions that either refute these concepts or present them in an “objective manner without endorsement.” This dictates how an employer deals with its employees and is particularly limiting in how employers address discrimination training. Employers who failed to adhere to the law were liable for “serious financial penalties—back pay, compensatory damages, and up to $100,000 in punitive damages, plus attorney’s fees—on top of injunctive relief.”   The Ruling – Honeyfund.com Inc. v. Governor [2024] In March 2024, the U.S. Court of Appeals of the Eleventh Circuit served an injunction preventing enforcement of the Act. Despite the state insisting the Act banned conduct rather than speech, the court ruled the Act unlawfully violated the First Amendment’s right of free speech by barring speech based on its content and penalizing certain viewpoints. While certain categories of speech such as “obscenity, fighting words, incitement, and the like” are traditionally unprotected, the court pointed out that “new categories of unprotected speech may not be added to the list by a legislature that concludes certain speech is too harmful to be tolerated.” Florida is keen to appeal against the decision.   What does this mean for employers? Regardless of one’s opinions on the matter, this can be viewed positively from an employer’s standpoint. Employers in the private sector can control speech in the workplace, and this ruling confirms their autonomy will continue. Whether or not the rest of the country will follow suit remains to be seen. This case, in tandem with the US Supreme Court’s ruling to ban race based affirmative action, signals today’s intense political climate is likely to continue to impact how employer diversity, equity and inclusion (DEI) initiatives are approached. Employers should continue to review their DEI initiatives, ensuring they are in line with the latest precedents. Brody and Associates regularly advises management on complying with the latest local, state and federal employment laws.  If we can be of assistance in this area, please contact us at info@brodyandassociates.com or 203.454.0560      

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