Wealth managers and financial industry observers have pointed out that we are in the midst of a
Starting with the End in Mind – webinar for business owners and buyers May 16 at 1PM (EDT) If you have the following questions, this webinar is for you! How do I strategically think about my end game? In other words, how do I figure out what game I am playing? What makes a business hard to sell and limited in market value? What are some major value enhancement strategies available to my business? What are reasonable timeline considerations in growing, preparing, and selling my business and what capacity needs are required to be added? How do I build a team of advisors? Speakers include: Amanda A. Russo: CEO of Cornerstone Paradigm Consulting Ryan Goral: CEO of Gspire Group Paul Cronin: three-time founder and M&A Advisor at True North Advisors Group For event details and registration, click
A Guide to the New 2023 SBA SOP Written by Live Oak Bank here.
Mergers and acquisitions are successful because the subsequent integration provides value. The Board of Directors of the acquiring firm plays an important role in ensuring that the Executive Team has a good integration plan and implements it effectively. In addition, board members can be a great resource for those executives as they may have experienced what goes right (and what does not) during integrations. To learn more please see this article which I authored that was published in Private Company Director:
I get this question a lot in M&A. The purchase price of a business can have a number elements: 1. down payment (cash equity from the buyer) 2. bank financing 3. seller’s note 4. installment sale 5. earn-out 6. commissions on future sales 7. consulting agreement for the seller, post-acquisition Earn-out’s, commissions and consulting agreements are often used to “bridge the value gap” between buyer and seller. In some cases, an earn-out is prohibited (SBA loans usually do so), or impractical. So, a consulting agreement can help. Let’s say you own a business and the buyer offer’s $1 million, but you think the business is worth $1.2 million based on growth potential with a new customer coming in. The buyer thinks there is downside risk that customers may leave, once you (the seller) leaves. One solution is where you and the buyer to agree to the $1.2 million purchase price contingent on the terms of the consulting agreement: $200k cash $800k bank loan $200k consulting agreement that might look like this: If the revenues stay at 100% to 90% of the current year (the base year), you earn $200k. If they fall 89% to 80%, you earn $150k, and follow a similar “ladder”. If the new contract yields at least a 10% increase in the base year, you (the seller) gain 20% of the profits from that new customer. This presents a win-win scenario for buyer and seller, and usually works with many lenders.
Methodology to Avoid Business Disruptions A business requirements study is conducted before the software implementation begins. The legacy software database is transferred to the test environment and verified daily for accuracy. Once test-environment data is verified for accuracy the step below will be taken. End users are trained in the test environment that has data with which they are familiar Software Implementation Project managers are assigned to each department i.e., accounting, warehouse, and purchasing. Data accuracy verification in the test environment eliminates the need to run parallel software. Prior to going live with the new ERP-Software, users’ proficiency is determined. To ensure successful going live with new software, training and technical staff remain on site. Client’s Return-on-Investment Imperial Dade: Foodservice and Janitorial Supply The business grew through M&A integrating the acquired company’s software into the VAI ERP Software 100% ROI Payback in 1.1 years Savings: $ 1,194,353 Black River: Produce Distributor 45% ROI, Payback in 2.3 years Savings: $ 1,188,529 Autumn Harp: Cosmetics Manufacturer Boosted Productivity and Reliability Saved $100,000 in one year Dorcy International: Warehouse Automation Increased Efficiencies and Productivity Dropped from a $170,000 variance to less than $5,000 in one year SMC Data Systems, Integrated ERP Software,
Our borrowers often ask us, “Is it better to buy an established business or start up a business?” It’s a reasonable question for those looking to exit their current employment or invest in a business for another income stream. While it may make sense in specific industries to start a business, the benefits of purchasing an established business, along with the security it provides to a new business owner, make a strong case for searching for a company to acquire. Established companies typically have the following positive attributes: Existing customer base Established supplier channels Brand recognition Established market share Sustainable and predictable cash flow Employees that generally transfer with the sale Established reputation Seller consulting period (up to 12 months post-closing) Ability to start earning an owner’s salary from day one In addition to the above benefits, if financing is needed, a lender will typically be willing to lend more for a borrower to acquire an established business than to start up a business, typically at a more favorable interest rate. The SBA allows a lender to finance up to 90% of total project costs to acquire a business. While SBA policy also allows 90% financing on start-ups, most lenders will require more equity from the borrower ranging from 20% to sometimes 30% of the project costs. Additionally, some lenders shy away from financing start-ups altogether, so your lender pool will be much smaller when seeking start-up financing. There are resources available to search for listings, one of the largest being BizBuySell. Engaging the help of a business broker in the market you wish to purchase a business is also helpful. A reputable broker or M&A advisor will often have access to off-market listings and a good pulse on available inventory on the market. Buyers should prepare to provide a list of their search criteria, including but not limited to industry type, revenue size, EBITDA, location, sale price, etc. If you are considering purchasing a business, it is never too soon to start building your team of trusted advisors and lenders. A deal team should ideally consist of the following: M&A advisor/broker CPA for financial due diligence and structuring of legal entities for tax purposes Banker, if financing is needed An attorney with business acquisition experience Lastly, if you purchase a business and utilize bank financing, the bank will engage a third-party valuation firm to confirm the company’s value. A valuation will assist you with determining if your offer price is reasonable or needs to be renegotiated.
Mergers and acquisitions (M&A) have become an influential business strategy as leaders look for opportunities to accelerate growth and gain market share. As these transactions happen in a more condensed time frame than ever, all parties are rushed to perform proper due diligence. Don’t let a merger or acquisition void your insurance coverage, The following are potential hidden M&A insurance risks and liabilities you should consider. Accept a Seller’s Liability A pressed M&A process increases the buyer’s risk of neglecting the seller’s liabilities. The responsibility for alleged or actual wrongful acts does not terminate with the transfer of ownership. These exposures can exist for many years following the transaction. The type of sale determines the extent to which liabilities are assumed. A seller retains possession of the legal entity and its liabilities in an asset sale. Only individual assets (e.g., equipment, trade secrets, inventory, licenses) and their accompanying liabilities are transferred to the buyer. Asset purchases are preferred as they reduce the likelihood of future contract disputes, product warranty issues, or product liability claims. In a stock sale, the buyer purchases the selling shareholders’ stock directly and obtains ownership of the seller’s complete legal entity, including all accompanying liabilities. Stock sales present more risk for buyers as there is a potential for future lawsuits, environmental concerns, employee issues, or
Business acquisitions are among the eligible uses for Small Business Administration (SBA) 7(a) loans. In fact, the SBA 7(a) program provides many advantages for acquiring an established business, including its attractive terms, allowing a buyer to finance up to 90% of total project costs. Eligible Project Costs for SBA 7(a) Loans Include The acquisition of an SBA-eligible business and owner-occupied commercial real estate (owner-occupancy minimum of 51% is required) Working capital Closing costs SBA guaranty fee The franchise transfer fee, if applicable New equipment, if needed Inventory Loan Terms If the acquisition does not include commercial real estate, the maximum loan term is 10 years, fully amortized with no prepayment penalty. If commercial real estate is included, the SBA allows a blended loan term with 10 years for the business acquisition and 25 years for real estate. However, if 51% or more of loan proceeds are allocated to real estate, the SBA allows a 25-year term. Prepayment Penalties A prepayment penalty applies to all loans with a term of 15 years or greater. The penalty is 5% in year one, 3% in year two and 1% in year three, and none after that. In addition, the SBA allows a borrower to prepay up to 25% of the outstanding principal per year without penalty. Down Payment The SBA requires a 10% equity injection. The entire 10% injection can be from the buyer or a combination of a 5% buyer down payment and 5% seller financing if the seller is willing to have their note on full standby with no principal and interest (P&I) payments for the life of the loan. Eligible Sources of Buyer’s Equity Injection Include Cash in savings or checking accounts, seasoned for two months Home Equity Line of Credit (HELOC) if there is a secondary source of repayment not related to the business to be purchased Gifted funds that do not need to be repaid Seller financing on full standby of no greater than 5% of the 10% equity required Investor contributions from partners Personal guarantees are required by all individuals who will own 20% or more of the business to be acquired. Collateral Requirements SBA requires the lender to be in the first position on all assets to be acquired. In addition, if there is less than one-to-one collateral coverage, the SBA requires the lender to take a lien on all real estate owned by personal guarantors with 25% or greater equity. Pre-Qualification Documents To
We interview Jeff Swiggett, Business Sale and M&A Advisor as part of our Expert Interview series. Jeff discusses how Buyers look at your business across 6 different value and risk factors. This first interview covers Owner Dependence and Financial Controls as key issues that Buyers want to explore as they are preparing to make you an offer to buy your business. This series of interviews provides great guidance on how to prepare for a strategic exit or sale of your company. Here is a link to the video on my blog page where you can get the download:
Our motto is “Speed is our weapon”. Every day I see this come to life with my clients from day 1 to closing. Here’s how we can help: Pre-qual listings within 24-48 hours upon receipt of your CIM, 3 years taxes and YTD financials Pre-qual buyers with our approving credit manager within 48 hours from receipt of their complete package Underwriting completed in 7-10 business days Larger M&A deals exceeding SBA 7A cap of $5MM can be accommodated with our companion conventional loan up to $4MM, for a total of $9MM financing 100% expansion financing for established buyers with a similar business Closings within 45 days for non-real estate transactions, 60 with real estate We also pay referral fees upon successful closing of all 7A referrals. Call me to discuss a specific transaction or for additional information. 203-461-5097
BLUE RIDGE ESOP ASSOCIATES ACQUIRES CROWE LLP ESOP BUSINESS Crowe Employee Stock Ownership Plan (ESOP) and certain tax-related 401(k) Plan services will transition to Blue Ridge CHICAGO (August 11, 2022) – Blue Ridge ESOP Associates, the nation’s largest independent ESOP administration and recordkeeping firm, announced today that it has acquired the ESOP services and certain tax-related 401(k) services of Crowe LLP, a leading public accounting, consulting and technology firm. Financial terms of the transaction were not disclosed. Following the transaction, significantly all assets and Crowe professionals associated with the Benefit Plan Services (BPS) business will transition to Blue Ridge. “We’re excited to integrate Crowe’s ESOP business and people with Blue Ridge,” said Bill Yoerger, Chief Executive Officer of Blue Ridge. “It’s a great fit for our organization, as the BPS team’s technical expertise and personalized client-centric culture mirrors ours.” “The Crowe ESOP and 401(k) plan administration practice offers true expertise in ESOP and retirement plan services.” said Tom Roback, President of Blue Ridge. “Together we form a powerful combination of thought leadership, high quality, technological innovation and customer service.” Pete Shuler, VP–Senior Consultant at Blue Ridge and a former Crowe partner who transitioned as part of the transaction, added, “We look forward to transitioning the BPS clients to Blue Ridge, where they can expect to receive the same exceptional service to which they’ve become accustomed. Given the nature of our complementary businesses, clients will benefit from the expertise provided by both Blue Ridge and BPS. This is a win for our clients, a win for our people, and a win for both organizations.” About Blue Ridge ESOP Associates Founded in 1988, Blue Ridge ESOP Associates is the largest independent ESOP and 401(k) Third Party Administration and Recordkeeping firm. Blue Ridge provides high quality, technically proficient independent plan administration and repurchase obligation forecasting. Blue Ridge administers over 1,400 ESOP company clients servicing over 500,000 participants along with thousands of 401(k) plans. The Blue Ridge family of companies employs over 165 talented professionals and is headquartered in Charlottesville, Virginia. Crowe LLP is a leading public accounting, consulting and technology firm with offices around the world. Crowe uses its deep industry expertise to provide audit services to public and private entities. The firm and its subsidiaries also help clients make smart decisions that lead to lasting value with its tax, advisory and consulting services. Crowe is recognized by many organizations as one of the best places to work in the U.S. As an independent member of Crowe Global, one of the largest global accounting networks in the world, Crowe serves clients worldwide. The network consists of more than 200 independent accounting and advisory services firms in more than 130 countries around the world. # # # Contact: Bill Yoerger, Blue Ridge, +1 434 443 2137, byoerger@BlueRidgeESOP.com Tom Roback, Blue Ridge, +1 434 220 7947, troback@BlueRidgeESOP.com Mark Semer / Sara Widman, Gasthalter & CO, +1 212 257 4170, llcp@gasthalter.com
As small business owners and leaders, we’re no strangers to the daily grind of comparison and competition. It’s easy to look at the success of others and wonder if we measure up. But this Thanksgiving, we’re taking a page out of Heather Holleman’s novel1, “Seated with Christ: Living Freely in a Culture of Comparison,” and the transformative words of Ephesians 2:6: “God raised us up with Christ and seated us with Him in the heavenly places in Christ Jesus.” In the hustle to prove our worth and carve out a place in the market, realizing that your seat at the table is already secured is revolutionary. This isn’t about your turnover, your team size, or the number of followers on social media. It’s about recognizing the value you bring to the table just by being you, backed by the firepower of your determination, creativity, and the unique vision only you possess for your business. The Overlooked Seats Comparison is the thief of joy in business, and it’s also the thief of innovation and growth. The environment of inauthentic seats fuels comparison, the moment you and your team stop eyeing the lane beside you is the moment you turbocharge your path forward. Your business isn’t like anyone else’s—for a reason. The individual strengths and talents within your team are your biggest asset, waiting to be unleashed. Recognize and harness the power of these unique capabilities to drive people-powered change. A Secure Seat on The Team Your team—the one you’ve built, trained, and grown—holds untapped potential. Just as we are seated with Christ in a place of honor and security, so too should our team members feel valued and vital to our mission. This Thanksgiving, let’s take a moment to express genuine gratitude for the diverse skill set each member brings to the table. When people feel valued, they’re more engaged, productive, and innovative. And that’s how a small business not only survives but thrives. The Power of People-Powered Change FIREPOWER Teams is founded on the belief that the power of a small business lies in its people. “Fuel your people power” isn’t just a motto; it’s a mission statement and a call to action. Reflect on how you can empower each team member to contribute their best this holiday season, fully aware that their seat at the table is as non-negotiable as yours. Thanksgiving is a time of gratitude, reflection, and community. As business owners, it’s a prime opportunity to reassess what we’re thankful for and how we express that gratitude through our actions and leadership. Let’s enter this season with a renewed commitment to value ourselves, our team, and all our unique contributions. Let’s reject the ceaseless comparison and instead focus on fostering an environment where everyone feels seated at the table—secure, valued, and ready to make a difference. The entrepreneurship journey is rarely easy, but with a team that genuinely feels like their efforts matter, there’s untold strength to be garnered. Your business, team, and vision have a secured seat at the table. Let’s give thanks for that incredible opportunity and the journey ahead. Conclusion Remember, the most sustainable growth comes from within. Thanksgiving is a time to rekindle our appreciation for the value we each bring to the table, reminding us that when we work together, there’s nothing we can’t achieve.
“The purpose of middlemen in the marketplace is to provide time and place utility.” I remember the light bulb going on in Economics 101 when my professor said that. Suddenly, I understood the concept of added value. Someone had to get the product to the customer. “After all,” the professor continued, “The footwear manufacturer in Massachusetts can’t sell a pair of shoes directly to someone in California. They can’t manufacture and handle thousands of customers. It would be a nightmare, and completely unprofitable.” The fact that Massachusetts was still known for shoe manufacturing gives you some idea of how long ago this took place. So long ago, in fact, that Zappos wasn’t even a word yet. The independent shoe retailer gave way to the department stores. In turn their shoe business was decimated by the specialty chain retailers. In fact, most shoe departments in Macy’s and others are actually chain operations within the store. Shoe sales moved into sporting goods stores and discounters. While the industry shifted multiple times, they all still provided time and place utility. Then came the Internet. Now the manufacturer can sell directly to consumers. In fact, they can eliminate several layers of middlemen, along with the mark-ups. Lately my area has been swamped with billboards saying “Mattress Dealers are Greedy. TN.com.” TN.com turns out to be My friends at Digital Pro has survived (and thrives) by their differentiation and service. The large, bright showroom is full of computers where they can show customers the effect of adjusting color balance or editing. They can print your lifetime memories on almost anything, from a key chain to a large metal panel. They can still give you prints made with permanent liquid ink, not the water soluble powder used by most printers. In addition, they can do all of this online because they’ve invested in the technology necessary to keep up with the “convenience-based” competitors. As the cost of digital printers fell, professional photographers invested in their own machines. Digital Pro Lab has replaced their business with consumers who want to discuss their special moments, choose how to preserve them, and hold the results in their hands before they pay. In an industry where the number of time and place based outlets has fallen by over 90% in the last decade, Digital Pro Lab has beaten the big boys with product differentiation and service. When the time comes for planning an exit, they will have options. This article was originally published by John F. Dini, CBEC, CExP, CEPA on
On September 18, 2024, a panel of three Third US Circuit Court of Appeals judges heard oral argument from the National Labor Relations Board (NLRB) and Starbucks on the matter of consequential damages. At stake is the NLRB’s power to award damages for direct and foreseeable pecuniary harms that go beyond lost pay and benefits. The award of such things as credit card late payment costs and uninsured medical costs, fees for not timely paying other expenses, etc. are at issue. If such awards are within the NLRB’s authority, the damage awards in NLRB wrongful discharge cases could dramatically rise. Here is how we got to this point. In 2023, the NLRB ordered Starbucks to pay consequential damages in a case of the wrongful termination of two pro-union employees. Damages included “direct or foreseeable pecuniary harms incurred as a result of [the employees’ wrongful discharges.]” This case is one of many cases Starbucks faces alleging wrongful discharge of union supporters. If it losses, the monetary cost could be significant. By filing this appeal, Starbucks’s joins companies such as Amazon, SpaceX, and Trader Joe’s in challenging the NLRB’s constitutional authority to exert such enforcement powers. Traditionally, the Board would order reinstatement, backpay and lost benefits in a case of wrongful termination, however this was expanded in 2022. A Board decision in Thryv, Inc., 372 NLRB No. 22 (2021), held employees who are wrongfully terminated should also receive compensation for other pecuniary losses stemming from the termination. Examples include credit card cost, out of pocket medical expenses, mortgages related fees, etc. Such damages can quickly add up. In this latest Starbucks case, the Third Circuit considered Thryv but also the US Supreme Court’s June ruling in Jarkesy v. U.S. Securities and Exchange Commission and its applicability to the NLRB. In Jarkesy, the Supreme Court found it was unconstitutional for the SEC to impose civil penalties in administrative cases. Such awards need to be awarded in a court. The Third Circuit must decide whether the expanded remedies sought by the NLRB would be considered “legal remedies” typically imposed by the courts as in Jarkesy or “equitable remedies” typically imposed by administrative agencies. Such administrative remedies are intended to benefit the worker rather than unfairly punish employers. The NLRB argued they have the authority to impose the remedies regardless of their status as legal or equitable. Not surprisingly, Starbucks argued allowing the NLRB to issue damages beyond backpay would violate their constitutional right to a jury trial and therefore was unconstitutional. The outcome is pending and regardless, it may well be appealed to the Supreme Court where the authority of various agencies is being curtailed. We will keep you informed. 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
Passed in June 2024 and signed into law by New York Governor Kathy Hochul on September 5, the Retail Worker Safety Act is set to take effect March 4, 2025. The law mandates protections for retail employees including panic buttons, workplace violence prevention policies, and training. Who is covered? The law explains: Covered employers: any person, entity, business, corporation, partnership, limited liability company, or an association employing at least ten retail employees. Retail employees: employees working at a retail store for an employer. Retail Store: a store that sells consumer commodities at retail and which is not primarily engaged in the sale of food for consumption on the premises. The state, any political subdivision of the state, a public authority, or any other government agency is not covered by the law. Key Requirements The Act’s key requirements are the installation of panic buttons, implementation of workplace violence prevention policies, and training. The panic button requirement does not take effect until January 1, 2027, while the other requirements are effective March 2025. Panic Button Employers with more than 500 retail employees nationwide must provide employees with access to panic buttons across the workplace. Employers may opt for a physical button or mobile phone-based buttons. The requirements for each are slightly different. If the employer chooses to use a physical panic button it must contact the local 911 public safety answering point when pressed. Pressing the button must provide the answering point with the employee’s location and dispatch law enforcement. The button must be accessible or wearable. The mobile phone-based approach requires the button to be installed on employer provided equipment and is wearable. The mobile button may not track employee locations unless pressed. Workplace Violence Prevention Policy Employers must adopt a written workplace violence prevention policy to be provided to employees upon hire and annually. The NY Department of Labor (NYDOL) will draft a model plan which will be evaluated every four years from 2027 onwards. Employers may adopt the NYDOL policy or create their own equivalent policy. The policy must: List factors or situations in the workplace which may increase the employees’ risk of workplace violence. Examples given include working late at night or early morning hours; exchanging money with the public; working alone or in small numbers; and uncontrolled access to the workplace. List methods of preventing workplace violence, including but not limited to establishing and implementing a reporting system. Provide information on federal and state laws regarding violence towards retail workers and remedies available for victims of workplace violence. Explicitly state that it is unlawful to retaliate against employees who report workplace violence or factors which place employees at risk of workplace violence. Workplace Violence Prevention Training Employers must provide training upon hire and annually. The NYDOL will provide interactive training which will also be evaluated every four years starting in 2027. Again, employers may opt to use the state provided training or provide their own equivalent. The training must: Include information on the Retail Worker Safety Act; Examples of steps employees can take to protect themselves; De-escalation strategies; Active Shooter drills; Emergency procedures; Instructions on how to use security alarms, panic buttons, and any other emergency devices; and A site-specific list of emergency exits and meeting places to be used in emergencies. Takeaways New York State retail employers should look at the state provided training and policies to adopt as their own or to ensure their own materials are compliant. For employers outside of New York it is important to keep your eyes peeled for creation of similar laws in your own state. 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
Many consultants/advisors/coaches are serving business owners who resist the notion there might be significant, unrecognized issues in their company, or who believe they needn’t be concerned about issues they don’t know about. Call it the Ostrich-Head-In-The-Sand Syndrome. As a consequence, consultants feel powerless to get their clients to take action in their own best interest. From an exit planning perspective, being fully prepared for a future exit is one of those critical issues business owners may be inclined to ignore until it is too late. On Thursday, December 5th, join EvaluSys CEO Tom Bixby and XPX Charlotte founder in a discussion with Larry Gard, Ph.D., XPX Chicago member, executive coach, former longtime clinical psychologist who will help attendees get inside the head of business owners to: Feel confident in your ability to reach clients who resist identifying and confronting issues in their business. Generate client curiosity in your approach and interest in your recommendations. Have a significant impact on your clients’ success in ways they hadn’t anticipated. This program is scheduled for 45 minutes, to include significant opportunity for Q&A with Dr. Gard. Don’t miss this important program helping you grow your power to create value for your advisory clients!
If you’re looking to attract an investor or an acquirer one day, expect them to dig into your sales and marketing process. If you’re a company that sells to other businesses, an investor will want to know where you get your leads from and how much each costs you to generate. They’ll want to know what technology you use to support your sales team. They’ll want to understand how your sales reps get meetings and how many appointments a good rep has each week. They’ll want to know the close rate of a high performer and how it compares to an average performer. The investor’s questions aim to gauge the scalability of your sales model under significantly higher investment rather than to assess your past performance. Acquirers love stumbling over a business where capital is the primary constraint to growth. They fall over themselves for a company with an efficient sales engine that needs more fuel (i.e., money). Most investors have lots of capital but struggle to find businesses with a sales system that won’t collapse under the weight of more money. How Gregg Romanzo Built a Sales System In 2004, Gregg Romanzo started an old-school freight brokering business. Most freight brokers are nothing more than a handful of people arranging shipments in return for razor-thin margins, but Romanzo realized his sales model had the potential to grow into something much bigger. Romanzo’s model involved hiring high-potential people with a relatively modest base salary of between $40,000 and $60,000 per year and teaching them the business from scratch. He armed them with a computer and access to the best scheduling software and tied their variable compensation to the gross margin of the jobs they booked. Romanzo knew if he could get a rep to clear $100,000 per year in total compensation, he could keep them for the long run. Romanzo took his very best talent—the top one or two percent—and built a team around them so they could earn even more. This cohort of salespeople could clear three, four, or even five hundred thousand dollars in an exceptional year. Since Romanzo paid a relatively low base salary and his people didn’t need much equipment, he could hire many salespeople. By the time he sold his company, he had 200 employees, 190 of whom were salespeople. That’s 95% of his headcount dedicated to sales. How does that compare to your company? If you have a winning formula you think would hold up if you doubled or quadrupled your sales team, consider monetizing the sales model you’ve created. Either hire more reps or show a deep-pocketed investor or acquirer how durable your sales model is and how all you need is their capital to grow it.
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