March 4, 2025 • 31 mins
Episode Title: Tariffs & M&A: Navigating Uncertainty in 2025
In this episode of Growing EBITDA, Mike McSweeney and James Bandy break down the impact of tariffs on middle-market businesses and private equity. They discuss how shifting trade policies are affecting supply chains, deal structures, and valuation models, creating uncertainty for investors and operators alike.
With tariffs reshaping cost structures and market dynamics, the hosts explore how businesses can hedge against risk, leverage technology, and implement sourcing strategies to maintain stability. Whether you’re a business owner, private equity professional, or operator, this episode provides key insights into managing EBITDA growth in a turbulent economic landscape.
Highlights:
• Introduction: How tariffs are disrupting budgets and dealmaking in 2025
• Private Equity & M&A: How investors are adjusting valuation models
• Creative deal structuring: Holdbacks, contingency pricing, and earnouts
• Supply chain impacts: Nearshoring, reshoring, and alternative sourcing strategies
• ERP & data visibility: How technology helps businesses manage tariff risks
• Lessons from past disruptions: What COVID-19 and past trade wars taught us
• Trivia question of the week: Who is the largest trading partner of the U.S.?
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Transcript
Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
(00:00):
Welcome to the Growing EBITDA Podcast, where we unlock the doors to management and technology
(00:08):
insights in the middle market.
Join us as we explore innovative strategies to drive revenue and EBITDA growth, interviewing
industry leaders and technology experts.
Whether you're looking to streamline operations, understand the latest tech trends, or lead
your company towards exponential growth, you're in the right place.
Stay tuned and let's grow together.
(00:30):
Well, we're off to quite a start this year, aren't we?
Lot going on in the world, isn't there?
Every day there's a new news flash, I feel.
I think so.
I think so.
So how many people's budgets do you think are going to be spot on this year with all
the tariffs, changing cost of goods sold around?
(00:54):
Yeah, I think plus or minus 30 to, depending on temperaments, 40%.
There you go.
That'd be a good guess.
I think guessing is just pretty much what everybody's doing these days, trying to figure
it out.
So for our listeners who haven't guessed it yet today, we're talking about tariffs, something
(01:14):
near and dear to everybody's heart in 2025 with the current political climate, shall
we say.
I think this is going to impact almost every business in some way, shape or form.
I mean, you're going to be hard pressed.
Maybe some B2B, B2C services businesses aren't going to be impacted that much, but certainly
(01:34):
anybody with a widget in their value chain to some degree or another are going to be
impacted pretty heavily by widgets, not just on the operating company side, but obviously
it's going to impact the private equity community a lot too.
The impact it's going to have on people's P&Ls, going to make a lot of folks rethink
valuations, deal structures, potentially exit timing, just a lot going on given the global
(01:58):
supply chains that we have and how prolific some of these tariff programs are going to
be.
Yeah.
And Mike, to that point, one of our main verticals is manufacturers, right?
So we deal with a lot of manufacturing folks.
And so I always love to get the Wall Street Journal update on where that's at.
And I'm not sure if you saw that poll that went out, but I think it's like 80% of businesses
(02:19):
think they'll be affected by tariffs, which to me is interesting that 80% of businesses,
fun fact, we found out that one of the businesses, actually Mike, would you like to guess what
type of business that the poll said that would not be affected by tariffs as much as others?
No idea.
Business services.
And I thought, wow.
(02:40):
Oh, there you go.
Got it right.
I thought it was a trick question.
Yeah.
Business services is an interesting one.
I was like, wow, that's an issue because it's very insular.
We saw a lot of deal movement last year.
So if I'm a betting man, I'm assuming we're going to see some more deal movement this
year on that one because again, if you're not selling something, you just kind of have
humans doing work, it might be a little protected from the tariffs.
But to your point, most folks are going to be affected to the poll 80%.
(03:06):
So I think one of the things that to that point and how as we start to kind of break
that down and go through the conversation today, Mike, I think this one squarely fits
in your side of the world.
And so if you don't mind, I'll take point on asking you some of the questions that I
kind of teed up here to walk through.
Does that work for you?
Sure.
Yep.
You said PE and you said others and I agree with that, right?
(03:26):
We expect, we hope for this year to be a good M&A year.
And we discussed that in a couple podcasts, whether that's be strategic, trying to snap
up businesses because we think there's better deal multiples out there, whether that's
PE, need to deploy dry powder.
We've talked about a few vectors of why we think it's going to be a good M&A year.
And I have this feeling and I'm happy to be proven wrong that tariffs are going to create
(03:50):
a bit of uncertainty this year in that deal making.
So we think that there's going to be a lot of movement, but these tariffs may cause a
bit of doubt in the market.
What are your thoughts on that?
Yeah, I think I would only change one word, which is you use the word bit, a bit of doubt.
I think it's creating a lot of doubt.
I think that you're right.
(04:10):
We did expect 25 to be a very active year for M&A.
And we're sitting here a couple of months in and it hasn't really been the case.
There's been some decent activity, but nowhere near as busy as I think a lot of folks were
thinking it would be.
And a lot of it has to do with the change in foreign policy and these tariffs and the
(04:31):
change in the administration.
I think there are a lot of folks that thought Trump would be a boon for M&A activity.
And I don't think that anybody would say that they expected this level of tariff.
And I think that's caused a lot of people to kind of pause, rethink their strategies.
Tariffs to an outsider, you may think like, hey, yeah, it's a tax that's being levied.
(04:56):
It wasn't there before.
From an M&A perspective though, investors like stability, right?
So when you deal, let's just go back to your example of manufacturing business where you
have 50% cost of goods sold, right?
It's 50% of the cost of your product is in the materials that you use to make it.
If those materials are coming in from Canada, Mexico, China, your costs may just have gone
(05:20):
up 20 or 30% overnight, right?
And most businesses' profit margins aren't even 20 to 30%.
So now you're confronted with a couple of things.
You spent the last couple of years, hopefully, passing on some inflation-driven price increases.
Can your customers tolerate yet more, 20%, 30% higher price increases to offset the tariffs?
(05:41):
Likely not.
It's got to come from somewhere, right?
You're going to try to negotiate some price concessions from your suppliers.
You're going to try and squeeze out costs out of your supply chain.
But even the best businesses in the world, best management teams in the world, they'd
be lucky to save 2%, 3%, 4%.
You're not going to squeeze 20%, 30% out, right?
So these tariffs are going to create significant cost volatility, very difficult for management
(06:03):
teams to manage through, to budget for.
And likewise, for investors, just very difficult to estimate what's going to happen, right?
You and I are sitting here today, and some of the tariffs have been announced but not
implemented.
Others have already been implemented.
They could go up higher.
Who knows what Trump's going to do?
And investors just don't like uncertainty.
(06:23):
And I think one of the reasons you touched on, James, last year, very busy year for business
services, I think some people saw these tariffs as a potential risk and said, hey, I'm going
to go and invest in industries that hopefully will be less impacted by it.
It's unavoidable for folks that by manufacturing, distribution companies, a lot of this stuff
coming from overseas, we're going to have to live through it.
So as a result, it's going to impact.
(06:45):
It's going to create a lot of uncertainty in deals, uncertainty in valuations, and it
is going to impact M&A.
I think we're already starting to see it impact M&A.
Second thing too is just general supply chain disruptions.
A lot of businesses have only just now found their steady footing coming out of COVID with
all the inventory challenges, price increases, demand imbalances that came along with that.
(07:06):
I think this is just going to be yet one more year.
The 2020s, they're probably going to have a name for this decade and it's probably going
to have something to do with supply chain.
It'll be the first time ever maybe to do with supply chain and tariffs because that's kind
of defining the decade for many of these kinds of businesses.
And also I just think regulatory instability.
People don't know where trade policy is heading.
It was fairly stable for many years.
(07:28):
It's been changing quite rapidly more recently.
I think people are just going to be a little bit more uncertain in terms of what lies ahead
and all these things, package them up, put a bow on them, just driving a lot of uncertainty
for deal makers.
Yeah, Mike.
And so with that uncertainty that we feel on that side and obviously the deal maker
side is feeling some of that pressure.
(07:49):
Before we move on to a couple of the topics I'm sure you have, just a quick question about
the other side of it, right?
So a lot of times our listeners are folks who own a business that maybe hasn't been
Transactor, hasn't gone through M&A and they kind of use us again to use our title to help
grow that EBITDA, right?
And so if I'm a business, just because going back on that disruption side, right?
(08:11):
And I know that my current business relies a lot on international trade and the countries
that you mentioned, Canada, Mexico, China, that we know are going to be affected by tariffs
here shortly.
What do I think about, I want to transact this year.
I know I want to sell my business this year, but I know a lot of my cogs are going to get
tied up in this tariff side.
(08:31):
What are some of those things that our kind of listeners should be thinking about of like,
okay, I need to understand and how to articulate to your point that cost volatility and those
disruptions.
What are some ways that they should start to capture that, at least in their management
team before going out to the market?
I think having a handle on what you think is going to happen, right?
(08:53):
Making sure that all of your imports are coded appropriately.
You know, they have digital solutions.
I'm not an expert here, but they have digital solutions that can help you navigate that.
You know, there's obviously consultants that you can engage to help make sure that you've
coded things historically appropriately and you kind of know how to navigate that on a
go forward basis.
(09:14):
I think if you were on pace to kind of exit a business this year, it's certainly something
that you're going to talk about.
I wouldn't say that it's going to dissuade or I wouldn't say that it should dissuade
you from pursuing M&A.
I think you just need to be, you need to have in the forefront of your mind that this is
going to be a topic that people want to dig in and to a degree, it's going to be in part
(09:35):
outside your control.
You know, could you wait?
Yes.
But other things could happen if you wait.
You know, who knows when another pandemic's around the corner or a war is around the corner
or some other, you know, black swan event that could have an even more material impact
on the business.
I think that if I owned a business and I was thinking about selling it this year, it's
certainly going to be something I think about, but it's not going to cause me to lose too
(09:57):
much sleep over it.
Now, I'm sure there's a couple of examples out there that folks will think up.
Businesses that are a little bit more commodity in nature.
If you were importing raw aluminum from China last year, this year is going to look a lot
different.
If 10% of your supply chain comes from China and it's commodities that are, you know, maybe
(10:18):
sub assemblies or something like that, where maybe there's content coming in from other
countries or, you know, you're doing the vast majority of the value add here in the U.S.,
I think you might think about it a little bit differently.
That's really helpful.
I think you mentioned something that we talked about before getting on this cast that we
maybe didn't talk about the top of it is it's important for our listeners to know that we're
also not lawyers.
We're not experts and terrorists.
(10:39):
We're not tax folks.
This is kind of two business folks that are discussing what terrorist effects we think
they're going to be in the marketplace and not from a place of study.
By the way, anybody who knows what's going on right now and has a crystal ball would
be making millions because we're all trying to figure it out.
So crystal ball broke down before the podcast today.
Anything else on that uncertainty that you wanted to discuss?
(11:01):
Because I have another topic if you're...
Go for it.
All right, great.
So this goes back to a little bit what we were talking about because I wanted to tee
up the last question because I think it sets a nice baseline for this one is how investors
are adjusting their valuation models.
I put that in my notes because my thought was like, okay, so we don't know what the
certainty is.
(11:21):
We're not really sure what's going on.
But now I'm thinking about afterwards is like if I'm someone at a principal level that's
sitting in a let's call it a PE firm because that's easy and I'm working up the deal valuation
and we talked about it from the uncertainty of the I'm going to transact my business.
That's going to give us a nice explanation there.
But now I'm on the other side.
I want to buy this business.
Again, a strategic a PE firm, who cares?
(11:43):
And I'm thinking about how that calculation happens.
What am I like, am I adjusting for that?
How am I predicting adjust for that?
What sources could I use?
Just kind of give me what you would be doing if you were on the other side of the table.
Yeah, well, I won't just tell you what I'm doing.
I'll tell you what I'm kind of seeing other people do too.
I mentioned investors don't like uncertainty, right?
(12:06):
And we're in a period right now of fairly reasonable uncertainty, right?
What we know is that our costs are going to be quite volatile in the months ahead.
We don't know exactly how volatile they're going to be, right?
So we're going to have to make some some educated estimates and hopefully create some downside
protection for us.
What I'm seeing lighter M&A and M&A works like most other marketplaces in the world.
(12:31):
It's a function of supply and demand, right?
So you're going to see costs for assets as investors refer to them or prices for businesses,
maybe as an owner of a business would kind of think about it.
Probably come down a tad, but it's not meaningful.
We're not seeing a five or 10 or 20% decline in the value of these businesses, at least
(12:51):
not yet.
There's still a lot of capital out there looking for homes, looking for businesses to buy.
So I think some of the risk premium, it may show up five ish percent.
I think what you're going to see though, what's really starting to change is the amount of
focus on diligence of tariff impact, right?
(13:12):
So you should expect these investors to come in and really do a deep dive and hire some
outside experts, lawyers, tax attorneys, things like that to really dive into the impact of
tariffs.
They're going to want to understand the opportunity to resource or reshore some of the component
parts or commodities that the business is buying and doing some financial analysis around
(13:35):
that.
I think probably the thing I'm seeing the most right now is what I would describe as
creative deal structuring.
So instead of reducing the price for a business, I think you're going to see more investors,
especially right now as the tariff uncertainty is probably at its peak.
You're going to go to a seller of a business and say, Hey, listen, I know you want $500
(13:57):
million for your business, but we did some math and we think that tariffs could have
like a $40 million impact on your enterprise value, right?
The price that we're going to pay for the company.
So instead of paying you $500 million for the business, which by the way, we think it's
worth $500 million.
(14:17):
It's just too risky for us to price in no tariff risk today, I'll still pay you $500
million, but we're going to put $40 million in escrow and then subject to these outcomes
from a tariff perspective occurring, either we get that 40 million back or you get to
keep as the seller that $40 million or some split in between.
(14:40):
We're not going to get into the mechanics of how those specifically come together, but
we call these holdbacks in private equity, right?
So that the money goes into an account on its way to the seller and provided that the
investors don't get stung with some huge tariff exposure in this case, that would be released
to the seller of the business.
If they do get stung, some portion of it, potentially all of it could come back to the
(15:03):
investors and that effectively is a purchase price reduction for the asset.
But it's a nice way of bringing a buyer and a seller to the table and saying, Hey, listen,
we probably aren't going to be able to agree on a specific number today, given the volatility.
Let's agree on what the business is worth.
Generally speaking, we're going to give you the vast majority of that value upfront, but
(15:23):
we're going to hold some portion of that back to account for uncertainty and risk that we
just can't, you just fundamentally can't price into our models today.
Wow.
I didn't even know that was a thing.
That's a, that's a very interesting, have we seen that before in other ways, Mike, that
weren't tariffs that happen in deals?
(15:44):
Is this a common thing?
Yeah, I think, you know, we, we, we saw it with the last round of tariffs a number of
years ago.
Sometimes you'll see it in the wake of very, what's the right word, very seismic shifts
in the global markets.
You know, when COVID happened, you'd see a lot of businesses whose earnings had completely
(16:06):
tanked, right?
Their revenue was way down.
If they were a retail business, their store visits were down.
If they were an airline, their passenger miles flown were down.
You know, most businesses had just a huge impact when the economy shut down, but it
didn't completely shut down M&A, right?
Like six months later, investors like private equity investors were coming in and saying,
Hey, listen, in 2019, your business made, let's say $10 million in profit in 2020.
(16:30):
It made a million dollars in profit, but it looks like it's going to get back in 2021
to making about 10 or $11 million in profit.
So we're going to kind of run rate out your current profit.
We're going to assume that it's going to get back to that same level of profitability,
maybe on slightly higher sales as things rebound in the case of COVID as the entire economy
(16:50):
rebounded.
And if it does, we would value your business at this.
The fact that it hasn't rebounded yet, that's a problem for us as investors.
So maybe instead of paying you 100% of the value for the business, let's just say it
was $100 million in that case, instead of paying you $100 million today, because it
only makes a million, it only makes from a last 12 months perspective, it's only made
a million dollars in profit.
We'd be paying you a hundred times trailing 12 months earnings instead of doing that because
(17:15):
that really wouldn't be fair, right?
They're saying, Hey, listen, I'm going to kind of give you some consideration that this
business is likely to bounce back.
Maybe I'm going to give you a 50 million today.
We're going to put another 50 million in escrow and provided that that revenue comes back,
the earnings come back with it.
We'll release that to you as the seller.
And quite frankly, it's a nice way of continuing to allow a marketplace for deals to happen,
(17:37):
right?
It gives the owners liquidity, it gives the buyers a buying opportunity, which otherwise
would be shut down, right?
And then nobody, nobody does anything, right?
The last thing that any of us want is every dollar in the capital markets sitting on the
sidelines waiting, right?
You want these kinds of transactions to occur.
And that's just one of the many creative ways that the finance community has come up with
(17:58):
to address those valuation gaps, particularly in times of uncertainty.
That's really, really neat.
And I love these learnings because I think this is one of those times that we learn a
lot, see a lot, right?
And so like one of the things I'm seeing or just happened to have happened recently is
on the diligence side, we were, we got a request to do an IT diligence.
So for as a reminder, I lead the digital technology practice and we do IT diligence as part of
(18:22):
our day to day jobs.
And one of the things that we got asked is how easy would it be for this company to have
access to data to be able to report and understand the tariffs.
And so that was kind of almost like a double click on the diligence, but we went a little
deeper than we'd gone before and kind of got some questions we hadn't really heard before.
(18:43):
And so as you're working through some of these things and putting together that model and
understanding what that hold back would be or what was the word again for it?
Sorry, you said it.
Hold back.
Oh, good.
Okay.
What that hold back would be.
Would you do through like a diligence work stream?
Would you try to do that internally?
How do I figure that component out or how do I figure out what that estimate might be
(19:05):
if I'm the buying entity?
Yeah.
I mean, I would say that in most cases, it's going to come in two phases.
The first of which would be during what's called preliminary due diligence.
The second phase would be during what's called confirmatory due diligence.
So preliminary diligence is typically, you understand that a business is going to come
up for sale, you learn about it briefly, you say, Hey, that's really interesting to me,
(19:31):
but I got to learn a lot more about it before I decide like I'm really interested.
Right.
So you're going to do some maybe market research and some of this could be desk research, right?
You may spend a little time understanding the company.
You go to their website, you're talking with the investment banker who's helping to sell
the company, you're asking them questions.
Maybe you get a phone call with management, unlikely these days, but sometimes you'll
(19:52):
get a meeting with management.
It depends on how big the deal is and how the process is being run.
You're just trying to kind of digest and absorb and understand things.
And typically during that phase, the investors are going to put together a brief financial
model that says, Hey, if we paid this much for the business and the business grew like
X and Y and Z over a period of time, we think it would be a good investment.
(20:12):
It would meet our investment thresholds.
Something like tariffs, which have been now on everybody's radar for call it four to six
months, investors are thinking through that as they're building the model, right?
So they're going to be building in some hedges.
What if tariffs go to 40%?
What if they only go to 10%?
What if it only goes for Mexico?
What if it goes to Canada exclusively just as examples?
(20:35):
So there's going to be some of that priced in in the preliminary diligence.
They're going to make an offer to acquire the business.
They should be communicating that upfront because it's kind of a known thing that these
tariffs could be coming.
So they may communicate that upfront when they put in their initial offer, say, Hey,
I'll pay $100 million for the business, but by the way, it's going to be subject to this
thing in many cases, it's going to say almost every one of those offers is going to say
(20:55):
subject to confirmatory diligence, right?
And if the business that's putting itself up for sale agrees that they want to sell
the business to that investor under those terms, when the investor comes in to then
do the next phase of confirmatory due diligence, that's when people are going to go typically
like 10 miles deep on these on these issues, right?
So that's when they're hiring the folks to do IT diligence, operations, diligence, tariff,
(21:19):
diligence, supply chain, diligence, quality of earnings due diligence.
And that's really where all the details going to get flushed out.
And then as they march towards signing the purchase agreement, that's where they're
going to work with the lawyers to kind of fine tune.
Hey, if it is $20 million going into this escrow account, if it is specifically for
tariffs, here's going to be the terms that it gets released upon.
Here's going to be the terms that it gets returned back to the investors.
(21:42):
And that all get hammered out, hammered out then, and then the deal closes and everybody's
off and running and hopefully it works out for all parties.
I think a common misconception about M&A, you hear a lot of people talk and they're
not wrong that investors want to make sure they get the right price, a good price for
the business.
Most businesses don't get sold for cheap.
Most businesses get sold for roundabout how much they're pretty much worth because many
(22:05):
investors tend to value businesses in a similar way.
And the investor groups are actually, quite frankly, they're happy to have those things
like an escrow release because that means that the business, back to my COVID example,
it did bounce back to $10 million in earnings and they bought a good business for the right
price.
But likewise, if the earnings don't come back or if the tariff impact is higher, they don't
(22:29):
want to be the one sitting there kind of holding the entirety of the bag going, oh geez, we
way overpaid for this business, right?
They want it to be kind of a mutually equitable deal so that at least from a starting point
perspective, the seller walks away with a good amount of consideration and the buyers
bought what they thought that they were buying.
That really is the intent and that's typically how most folks are approaching it.
(22:50):
I mean, that clarity is, I think, something that I haven't seen or read about yet.
So I appreciate you having that inside.
I feel like I've asked you a lot of questions.
You got any questions for me on my tariff journey?
Well, I'll turn the tables on you.
How are you seeing the operating companies hedge against tariff risks?
So a lot of conversations, right?
We have a lot of conversations and I think folks are looking for sources aren't Wall
(23:14):
Street Journal and others.
I get asked the question a lot of like, what are the other clients doing about tariffs
and what are you thinking about this and what's new?
And so I think there's some interesting dynamics there.
Going back to diligence, we're seeing even on kind of our confirmatory diligence as we
were doing buy-side diligence work, we're seeing organizations that have, like for example,
(23:34):
we're looking at a bakery in Canada that exclusively sold to the US.
So like really technical baking stuff that I don't understand that they were working
on and they were selling to the US.
And so I went on the rep and warranty call to represent the cybersecurity portion of
the call.
And on a three-hour phone call, the first hour and 10 hour and 20 minutes was spent solely speaking
(23:58):
about tariffs and what they were planning to do.
And it kind of piled on from other groups in a way I've never heard a rep and warranty
call go because they're usually pretty structured.
We all get the call sheet.
You know your questions, you tick through and everyone high fives and you get follow-up
emails for additional detail.
This one was a very interesting process.
I think a lot of the times where I get to have a lot of visibility around tariffs, again,
(24:21):
not an expert, just kind of we're all learning together, but see a lot of this, is we have
a sourcing team at the company that a lot of times they call us to help with the system
changes so the sourcing team can be more successful.
So the perspective I'm going to take is the last three opportunities that came through
that companies reached out to us and said, we need help on our systems for blank and
(24:43):
we'll reverse engineer that to say what folks are working on.
So number one I had here was they were looking to diversify their sourcing.
So a lot of times in the systems for ERPs, they don't have a lot of rich data around
where that is coming from.
They have the company, but they don't have where it's actually coming in from.
And we know that a lot of manufacturing organizations could have multiple manufacturing facilities
(25:06):
across the world.
And so those raw materials or even some finished goods should be tagged with country of origin
so you can quickly do that analysis, but we found pretty quickly in this engagement it
wasn't.
And so we work with the team to update the ERP to bring that into the process.
And then frankly, we added an additional layer of approval to say, hey, before you go source
from a country that's a tariff risk country, so we call the field, I want to build that
(25:30):
and that through the senior leadership team to have a second double click on that or an
approval process before we move forward.
Where previously it was best price wins, great service, we know you.
Now there's an additional layer and a bit of a consideration.
Another one is this is a it's interesting how uncommon it is, but a CMS or contract
management system.
(25:51):
This system allows you to have a centralized repository of all your contracts with vendors.
And as you know, we all sign contracts all the time based on our delegation of authority.
That is usually what people use to route.
But at the end of the day, you probably informally load contracts in a folder on Windows or you
might have a shared folder on SharePoint.
It's somewhere but not really organized in a CMS.
(26:12):
And that CMS allows you to see a central place for your pricing and your agreements and know
where all that is.
The beauty of that is you can know when a contract's coming up and try to negotiate
preemptively a longer term contract to quote, lock in some pricing to at least hedge a bit
while you figure out what the uncertainty is.
So one of the things that we've seen is folks are looking for that visibility, a way to
(26:35):
gather their contracts to be able to go to the field and negotiate.
And then the third one, and we hear about this all the time, but we actually see a bit
of this is the reshoring and nearshoring of a lot of the services and not using the companies
outside.
So for example, the big news, Mike, you and I are big Apple users and we love our Apple
devices.
(26:55):
And I live in Houston.
And so I'd say every friend I have sent me the same dang news article that was like,
Houston's one of the cities selected to have Apple do some reshoring, right?
So we kind of hear these big things in the news all the time on large organizations,
and smaller organizations every day, all day, our teams, Mike and I, we both know people
that sit in the Northern side of Mexico all the time on that nearshoring group that's
(27:20):
bringing some of those businesses that were in Asia or Southeast Asia back to Mexico.
What's interesting now is as we're having conversations about footprint analysis and
we have a footprint team to help folks move organizations or distribution centers or manufacturing
facilities, we're actually hearing a lot about looking for spaces and places in the United
States.
(27:40):
So we often hear, hey, there's a lot of extra space, office are opening up, buildings are
empty, those types of things.
But now it's interesting the pendulum has swung that people are trying to find prime
locations near interstates, centrally located in the country with affordable resources,
i.e. employees in that region, to start to nearshore.
And so from a systems perspective, when you take things that were manufactured offshore,
(28:03):
we didn't have to have an MRP or manufacturing systems because you outsource that.
Now you're bringing that in the house, not only do you have to find a facility, find
humans, you also have to stand up all the systems to support that.
And so those are the big three things that we're seeing that folks are asking for help
from a system perspective.
Is there one that you think maybe I missed on what you're seeing out there?
(28:23):
No, I mean, I think, like I said earlier, we're still early days on seeing how people
respond to this, right?
I think no right answer for all businesses.
I think it's going to be a combination of everything you touched on diversifying the
sourcing, better contract management, better visibility, more reshoring, probably more
(28:44):
nearshoring, even though some of the nearshore options are going to come with tariffs.
I think you're just going to see a lot of companies rethink these global supply chains
in an attempt to drive less cost volatility, more long-term stability.
And ultimately, whether these businesses are publicly owned or privately owned, if they're
public, it's going to be how do we figure out how to keep the street happy in the midst
(29:04):
of all this turbulence on the privately owned side?
How do we drive sustainable earnings growth in the wake of these headwinds?
So it's going to be an interesting next couple of years, and we'll just have to see how everybody
goes.
So can I ask you the trivia question this week?
Go for it.
All right, man.
(29:25):
I was shocked at this answer.
So I didn't know this.
I had to look it up.
But which country is the largest trading partner of the US today?
So I actually do know the answer.
Because when the tariff thing heated up again, I was curious.
And I think there was an article about it.
And I thought for sure it was China, but it turns out it's our friends to the north, the
(29:49):
Canadians.
Very good.
By the way, that is one of, I don't know how many episodes, 13 that we've gotten correct.
I got to do a little bit of research.
I think it's interesting because I think you hear a lot of noise about everywhere else
being a large trade partner.
But it really shows how interconnected we are because it is sown in our own backyard.
Yeah.
(30:10):
Good job.
I mean, it kind of makes sense.
I think for me, I always struggle with how could that small of a population represent
our largest trading partner?
Right.
But yeah, our friends to the north.
Good job.
Somehow in those long winters up there, they're keeping it going.
Good for them.
Hey, good for you.
Forget it.
I think on the leaderboard up one zero, one negative 13, I think as per another episode
(30:32):
we talked about.
There you go.
Accurate.
Great.
Well, good one.
Good one, James.
Love the trivia.
Well, thanks for everybody for tuning in to another episode of Growing EBITDA.
Don't forget to like and subscribe and we will chat with you guys again soon.
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(30:55):
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(00:08):
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(00:30):
Well, we're off to quite a start this year, aren't we?
Lot going on in the world, isn't there?
Every day there's a new news flash, I feel.
I think so.
I think so.
So how many people's budgets do you think are going to be spot on this year with all
the tariffs, changing cost of goods sold around?
(00:54):
Yeah, I think plus or minus 30 to, depending on temperaments, 40%.
There you go.
That'd be a good guess.
I think guessing is just pretty much what everybody's doing these days, trying to figure
it out.
So for our listeners who haven't guessed it yet today, we're talking about tariffs, something
(01:14):
near and dear to everybody's heart in 2025 with the current political climate, shall
we say.
I think this is going to impact almost every business in some way, shape or form.
I mean, you're going to be hard pressed.
Maybe some B2B, B2C services businesses aren't going to be impacted that much, but certainly
(01:34):
anybody with a widget in their value chain to some degree or another are going to be
impacted pretty heavily by widgets, not just on the operating company side, but obviously
it's going to impact the private equity community a lot too.
The impact it's going to have on people's P&Ls, going to make a lot of folks rethink
valuations, deal structures, potentially exit timing, just a lot going on given the global
(01:58):
supply chains that we have and how prolific some of these tariff programs are going to
be.
Yeah.
And Mike, to that point, one of our main verticals is manufacturers, right?
So we deal with a lot of manufacturing folks.
And so I always love to get the Wall Street Journal update on where that's at.
And I'm not sure if you saw that poll that went out, but I think it's like 80% of businesses
(02:19):
think they'll be affected by tariffs, which to me is interesting that 80% of businesses,
fun fact, we found out that one of the businesses, actually Mike, would you like to guess what
type of business that the poll said that would not be affected by tariffs as much as others?
No idea.
Business services.
And I thought, wow.
(02:40):
Oh, there you go.
Got it right.
I thought it was a trick question.
Yeah.
Business services is an interesting one.
I was like, wow, that's an issue because it's very insular.
We saw a lot of deal movement last year.
So if I'm a betting man, I'm assuming we're going to see some more deal movement this
year on that one because again, if you're not selling something, you just kind of have
humans doing work, it might be a little protected from the tariffs.
But to your point, most folks are going to be affected to the poll 80%.
(03:06):
So I think one of the things that to that point and how as we start to kind of break
that down and go through the conversation today, Mike, I think this one squarely fits
in your side of the world.
And so if you don't mind, I'll take point on asking you some of the questions that I
kind of teed up here to walk through.
Does that work for you?
Sure.
Yep.
You said PE and you said others and I agree with that, right?
(03:26):
We expect, we hope for this year to be a good M&A year.
And we discussed that in a couple podcasts, whether that's be strategic, trying to snap
up businesses because we think there's better deal multiples out there, whether that's
PE, need to deploy dry powder.
We've talked about a few vectors of why we think it's going to be a good M&A year.
And I have this feeling and I'm happy to be proven wrong that tariffs are going to create
(03:50):
a bit of uncertainty this year in that deal making.
So we think that there's going to be a lot of movement, but these tariffs may cause a
bit of doubt in the market.
What are your thoughts on that?
Yeah, I think I would only change one word, which is you use the word bit, a bit of doubt.
I think it's creating a lot of doubt.
I think that you're right.
(04:10):
We did expect 25 to be a very active year for M&A.
And we're sitting here a couple of months in and it hasn't really been the case.
There's been some decent activity, but nowhere near as busy as I think a lot of folks were
thinking it would be.
And a lot of it has to do with the change in foreign policy and these tariffs and the
(04:31):
change in the administration.
I think there are a lot of folks that thought Trump would be a boon for M&A activity.
And I don't think that anybody would say that they expected this level of tariff.
And I think that's caused a lot of people to kind of pause, rethink their strategies.
Tariffs to an outsider, you may think like, hey, yeah, it's a tax that's being levied.
(04:56):
It wasn't there before.
From an M&A perspective though, investors like stability, right?
So when you deal, let's just go back to your example of manufacturing business where you
have 50% cost of goods sold, right?
It's 50% of the cost of your product is in the materials that you use to make it.
If those materials are coming in from Canada, Mexico, China, your costs may just have gone
(05:20):
up 20 or 30% overnight, right?
And most businesses' profit margins aren't even 20 to 30%.
So now you're confronted with a couple of things.
You spent the last couple of years, hopefully, passing on some inflation-driven price increases.
Can your customers tolerate yet more, 20%, 30% higher price increases to offset the tariffs?
(05:41):
Likely not.
It's got to come from somewhere, right?
You're going to try to negotiate some price concessions from your suppliers.
You're going to try and squeeze out costs out of your supply chain.
But even the best businesses in the world, best management teams in the world, they'd
be lucky to save 2%, 3%, 4%.
You're not going to squeeze 20%, 30% out, right?
So these tariffs are going to create significant cost volatility, very difficult for management
(06:03):
teams to manage through, to budget for.
And likewise, for investors, just very difficult to estimate what's going to happen, right?
You and I are sitting here today, and some of the tariffs have been announced but not
implemented.
Others have already been implemented.
They could go up higher.
Who knows what Trump's going to do?
And investors just don't like uncertainty.
(06:23):
And I think one of the reasons you touched on, James, last year, very busy year for business
services, I think some people saw these tariffs as a potential risk and said, hey, I'm going
to go and invest in industries that hopefully will be less impacted by it.
It's unavoidable for folks that by manufacturing, distribution companies, a lot of this stuff
coming from overseas, we're going to have to live through it.
So as a result, it's going to impact.
(06:45):
It's going to create a lot of uncertainty in deals, uncertainty in valuations, and it
is going to impact M&A.
I think we're already starting to see it impact M&A.
Second thing too is just general supply chain disruptions.
A lot of businesses have only just now found their steady footing coming out of COVID with
all the inventory challenges, price increases, demand imbalances that came along with that.
(07:06):
I think this is just going to be yet one more year.
The 2020s, they're probably going to have a name for this decade and it's probably going
to have something to do with supply chain.
It'll be the first time ever maybe to do with supply chain and tariffs because that's kind
of defining the decade for many of these kinds of businesses.
And also I just think regulatory instability.
People don't know where trade policy is heading.
It was fairly stable for many years.
(07:28):
It's been changing quite rapidly more recently.
I think people are just going to be a little bit more uncertain in terms of what lies ahead
and all these things, package them up, put a bow on them, just driving a lot of uncertainty
for deal makers.
Yeah, Mike.
And so with that uncertainty that we feel on that side and obviously the deal maker
side is feeling some of that pressure.
(07:49):
Before we move on to a couple of the topics I'm sure you have, just a quick question about
the other side of it, right?
So a lot of times our listeners are folks who own a business that maybe hasn't been
Transactor, hasn't gone through M&A and they kind of use us again to use our title to help
grow that EBITDA, right?
And so if I'm a business, just because going back on that disruption side, right?
(08:11):
And I know that my current business relies a lot on international trade and the countries
that you mentioned, Canada, Mexico, China, that we know are going to be affected by tariffs
here shortly.
What do I think about, I want to transact this year.
I know I want to sell my business this year, but I know a lot of my cogs are going to get
tied up in this tariff side.
(08:31):
What are some of those things that our kind of listeners should be thinking about of like,
okay, I need to understand and how to articulate to your point that cost volatility and those
disruptions.
What are some ways that they should start to capture that, at least in their management
team before going out to the market?
I think having a handle on what you think is going to happen, right?
(08:53):
Making sure that all of your imports are coded appropriately.
You know, they have digital solutions.
I'm not an expert here, but they have digital solutions that can help you navigate that.
You know, there's obviously consultants that you can engage to help make sure that you've
coded things historically appropriately and you kind of know how to navigate that on a
go forward basis.
(09:14):
I think if you were on pace to kind of exit a business this year, it's certainly something
that you're going to talk about.
I wouldn't say that it's going to dissuade or I wouldn't say that it should dissuade
you from pursuing M&A.
I think you just need to be, you need to have in the forefront of your mind that this is
going to be a topic that people want to dig in and to a degree, it's going to be in part
(09:35):
outside your control.
You know, could you wait?
Yes.
But other things could happen if you wait.
You know, who knows when another pandemic's around the corner or a war is around the corner
or some other, you know, black swan event that could have an even more material impact
on the business.
I think that if I owned a business and I was thinking about selling it this year, it's
certainly going to be something I think about, but it's not going to cause me to lose too
(09:57):
much sleep over it.
Now, I'm sure there's a couple of examples out there that folks will think up.
Businesses that are a little bit more commodity in nature.
If you were importing raw aluminum from China last year, this year is going to look a lot
different.
If 10% of your supply chain comes from China and it's commodities that are, you know, maybe
(10:18):
sub assemblies or something like that, where maybe there's content coming in from other
countries or, you know, you're doing the vast majority of the value add here in the U.S.,
I think you might think about it a little bit differently.
That's really helpful.
I think you mentioned something that we talked about before getting on this cast that we
maybe didn't talk about the top of it is it's important for our listeners to know that we're
also not lawyers.
We're not experts and terrorists.
(10:39):
We're not tax folks.
This is kind of two business folks that are discussing what terrorist effects we think
they're going to be in the marketplace and not from a place of study.
By the way, anybody who knows what's going on right now and has a crystal ball would
be making millions because we're all trying to figure it out.
So crystal ball broke down before the podcast today.
Anything else on that uncertainty that you wanted to discuss?
(11:01):
Because I have another topic if you're...
Go for it.
All right, great.
So this goes back to a little bit what we were talking about because I wanted to tee
up the last question because I think it sets a nice baseline for this one is how investors
are adjusting their valuation models.
I put that in my notes because my thought was like, okay, so we don't know what the
certainty is.
(11:21):
We're not really sure what's going on.
But now I'm thinking about afterwards is like if I'm someone at a principal level that's
sitting in a let's call it a PE firm because that's easy and I'm working up the deal valuation
and we talked about it from the uncertainty of the I'm going to transact my business.
That's going to give us a nice explanation there.
But now I'm on the other side.
I want to buy this business.
Again, a strategic a PE firm, who cares?
(11:43):
And I'm thinking about how that calculation happens.
What am I like, am I adjusting for that?
How am I predicting adjust for that?
What sources could I use?
Just kind of give me what you would be doing if you were on the other side of the table.
Yeah, well, I won't just tell you what I'm doing.
I'll tell you what I'm kind of seeing other people do too.
I mentioned investors don't like uncertainty, right?
(12:06):
And we're in a period right now of fairly reasonable uncertainty, right?
What we know is that our costs are going to be quite volatile in the months ahead.
We don't know exactly how volatile they're going to be, right?
So we're going to have to make some some educated estimates and hopefully create some downside
protection for us.
What I'm seeing lighter M&A and M&A works like most other marketplaces in the world.
(12:31):
It's a function of supply and demand, right?
So you're going to see costs for assets as investors refer to them or prices for businesses,
maybe as an owner of a business would kind of think about it.
Probably come down a tad, but it's not meaningful.
We're not seeing a five or 10 or 20% decline in the value of these businesses, at least
(12:51):
not yet.
There's still a lot of capital out there looking for homes, looking for businesses to buy.
So I think some of the risk premium, it may show up five ish percent.
I think what you're going to see though, what's really starting to change is the amount of
focus on diligence of tariff impact, right?
(13:12):
So you should expect these investors to come in and really do a deep dive and hire some
outside experts, lawyers, tax attorneys, things like that to really dive into the impact of
tariffs.
They're going to want to understand the opportunity to resource or reshore some of the component
parts or commodities that the business is buying and doing some financial analysis around
(13:35):
that.
I think probably the thing I'm seeing the most right now is what I would describe as
creative deal structuring.
So instead of reducing the price for a business, I think you're going to see more investors,
especially right now as the tariff uncertainty is probably at its peak.
You're going to go to a seller of a business and say, Hey, listen, I know you want $500
(13:57):
million for your business, but we did some math and we think that tariffs could have
like a $40 million impact on your enterprise value, right?
The price that we're going to pay for the company.
So instead of paying you $500 million for the business, which by the way, we think it's
worth $500 million.
(14:17):
It's just too risky for us to price in no tariff risk today, I'll still pay you $500
million, but we're going to put $40 million in escrow and then subject to these outcomes
from a tariff perspective occurring, either we get that 40 million back or you get to
keep as the seller that $40 million or some split in between.
(14:40):
We're not going to get into the mechanics of how those specifically come together, but
we call these holdbacks in private equity, right?
So that the money goes into an account on its way to the seller and provided that the
investors don't get stung with some huge tariff exposure in this case, that would be released
to the seller of the business.
If they do get stung, some portion of it, potentially all of it could come back to the
(15:03):
investors and that effectively is a purchase price reduction for the asset.
But it's a nice way of bringing a buyer and a seller to the table and saying, Hey, listen,
we probably aren't going to be able to agree on a specific number today, given the volatility.
Let's agree on what the business is worth.
Generally speaking, we're going to give you the vast majority of that value upfront, but
(15:23):
we're going to hold some portion of that back to account for uncertainty and risk that we
just can't, you just fundamentally can't price into our models today.
Wow.
I didn't even know that was a thing.
That's a, that's a very interesting, have we seen that before in other ways, Mike, that
weren't tariffs that happen in deals?
(15:44):
Is this a common thing?
Yeah, I think, you know, we, we, we saw it with the last round of tariffs a number of
years ago.
Sometimes you'll see it in the wake of very, what's the right word, very seismic shifts
in the global markets.
You know, when COVID happened, you'd see a lot of businesses whose earnings had completely
(16:06):
tanked, right?
Their revenue was way down.
If they were a retail business, their store visits were down.
If they were an airline, their passenger miles flown were down.
You know, most businesses had just a huge impact when the economy shut down, but it
didn't completely shut down M&A, right?
Like six months later, investors like private equity investors were coming in and saying,
Hey, listen, in 2019, your business made, let's say $10 million in profit in 2020.
(16:30):
It made a million dollars in profit, but it looks like it's going to get back in 2021
to making about 10 or $11 million in profit.
So we're going to kind of run rate out your current profit.
We're going to assume that it's going to get back to that same level of profitability,
maybe on slightly higher sales as things rebound in the case of COVID as the entire economy
(16:50):
rebounded.
And if it does, we would value your business at this.
The fact that it hasn't rebounded yet, that's a problem for us as investors.
So maybe instead of paying you 100% of the value for the business, let's just say it
was $100 million in that case, instead of paying you $100 million today, because it
only makes a million, it only makes from a last 12 months perspective, it's only made
a million dollars in profit.
We'd be paying you a hundred times trailing 12 months earnings instead of doing that because
(17:15):
that really wouldn't be fair, right?
They're saying, Hey, listen, I'm going to kind of give you some consideration that this
business is likely to bounce back.
Maybe I'm going to give you a 50 million today.
We're going to put another 50 million in escrow and provided that that revenue comes back,
the earnings come back with it.
We'll release that to you as the seller.
And quite frankly, it's a nice way of continuing to allow a marketplace for deals to happen,
(17:37):
right?
It gives the owners liquidity, it gives the buyers a buying opportunity, which otherwise
would be shut down, right?
And then nobody, nobody does anything, right?
The last thing that any of us want is every dollar in the capital markets sitting on the
sidelines waiting, right?
You want these kinds of transactions to occur.
And that's just one of the many creative ways that the finance community has come up with
(17:58):
to address those valuation gaps, particularly in times of uncertainty.
That's really, really neat.
And I love these learnings because I think this is one of those times that we learn a
lot, see a lot, right?
And so like one of the things I'm seeing or just happened to have happened recently is
on the diligence side, we were, we got a request to do an IT diligence.
So for as a reminder, I lead the digital technology practice and we do IT diligence as part of
(18:22):
our day to day jobs.
And one of the things that we got asked is how easy would it be for this company to have
access to data to be able to report and understand the tariffs.
And so that was kind of almost like a double click on the diligence, but we went a little
deeper than we'd gone before and kind of got some questions we hadn't really heard before.
(18:43):
And so as you're working through some of these things and putting together that model and
understanding what that hold back would be or what was the word again for it?
Sorry, you said it.
Hold back.
Oh, good.
Okay.
What that hold back would be.
Would you do through like a diligence work stream?
Would you try to do that internally?
How do I figure that component out or how do I figure out what that estimate might be
(19:05):
if I'm the buying entity?
Yeah.
I mean, I would say that in most cases, it's going to come in two phases.
The first of which would be during what's called preliminary due diligence.
The second phase would be during what's called confirmatory due diligence.
So preliminary diligence is typically, you understand that a business is going to come
up for sale, you learn about it briefly, you say, Hey, that's really interesting to me,
(19:31):
but I got to learn a lot more about it before I decide like I'm really interested.
Right.
So you're going to do some maybe market research and some of this could be desk research, right?
You may spend a little time understanding the company.
You go to their website, you're talking with the investment banker who's helping to sell
the company, you're asking them questions.
Maybe you get a phone call with management, unlikely these days, but sometimes you'll
(19:52):
get a meeting with management.
It depends on how big the deal is and how the process is being run.
You're just trying to kind of digest and absorb and understand things.
And typically during that phase, the investors are going to put together a brief financial
model that says, Hey, if we paid this much for the business and the business grew like
X and Y and Z over a period of time, we think it would be a good investment.
(20:12):
It would meet our investment thresholds.
Something like tariffs, which have been now on everybody's radar for call it four to six
months, investors are thinking through that as they're building the model, right?
So they're going to be building in some hedges.
What if tariffs go to 40%?
What if they only go to 10%?
What if it only goes for Mexico?
What if it goes to Canada exclusively just as examples?
(20:35):
So there's going to be some of that priced in in the preliminary diligence.
They're going to make an offer to acquire the business.
They should be communicating that upfront because it's kind of a known thing that these
tariffs could be coming.
So they may communicate that upfront when they put in their initial offer, say, Hey,
I'll pay $100 million for the business, but by the way, it's going to be subject to this
thing in many cases, it's going to say almost every one of those offers is going to say
(20:55):
subject to confirmatory diligence, right?
And if the business that's putting itself up for sale agrees that they want to sell
the business to that investor under those terms, when the investor comes in to then
do the next phase of confirmatory due diligence, that's when people are going to go typically
like 10 miles deep on these on these issues, right?
So that's when they're hiring the folks to do IT diligence, operations, diligence, tariff,
(21:19):
diligence, supply chain, diligence, quality of earnings due diligence.
And that's really where all the details going to get flushed out.
And then as they march towards signing the purchase agreement, that's where they're
going to work with the lawyers to kind of fine tune.
Hey, if it is $20 million going into this escrow account, if it is specifically for
tariffs, here's going to be the terms that it gets released upon.
Here's going to be the terms that it gets returned back to the investors.
(21:42):
And that all get hammered out, hammered out then, and then the deal closes and everybody's
off and running and hopefully it works out for all parties.
I think a common misconception about M&A, you hear a lot of people talk and they're
not wrong that investors want to make sure they get the right price, a good price for
the business.
Most businesses don't get sold for cheap.
Most businesses get sold for roundabout how much they're pretty much worth because many
(22:05):
investors tend to value businesses in a similar way.
And the investor groups are actually, quite frankly, they're happy to have those things
like an escrow release because that means that the business, back to my COVID example,
it did bounce back to $10 million in earnings and they bought a good business for the right
price.
But likewise, if the earnings don't come back or if the tariff impact is higher, they don't
(22:29):
want to be the one sitting there kind of holding the entirety of the bag going, oh geez, we
way overpaid for this business, right?
They want it to be kind of a mutually equitable deal so that at least from a starting point
perspective, the seller walks away with a good amount of consideration and the buyers
bought what they thought that they were buying.
That really is the intent and that's typically how most folks are approaching it.
(22:50):
I mean, that clarity is, I think, something that I haven't seen or read about yet.
So I appreciate you having that inside.
I feel like I've asked you a lot of questions.
You got any questions for me on my tariff journey?
Well, I'll turn the tables on you.
How are you seeing the operating companies hedge against tariff risks?
So a lot of conversations, right?
We have a lot of conversations and I think folks are looking for sources aren't Wall
(23:14):
Street Journal and others.
I get asked the question a lot of like, what are the other clients doing about tariffs
and what are you thinking about this and what's new?
And so I think there's some interesting dynamics there.
Going back to diligence, we're seeing even on kind of our confirmatory diligence as we
were doing buy-side diligence work, we're seeing organizations that have, like for example,
(23:34):
we're looking at a bakery in Canada that exclusively sold to the US.
So like really technical baking stuff that I don't understand that they were working
on and they were selling to the US.
And so I went on the rep and warranty call to represent the cybersecurity portion of
the call.
And on a three-hour phone call, the first hour and 10 hour and 20 minutes was spent solely speaking
(23:58):
about tariffs and what they were planning to do.
And it kind of piled on from other groups in a way I've never heard a rep and warranty
call go because they're usually pretty structured.
We all get the call sheet.
You know your questions, you tick through and everyone high fives and you get follow-up
emails for additional detail.
This one was a very interesting process.
I think a lot of the times where I get to have a lot of visibility around tariffs, again,
(24:21):
not an expert, just kind of we're all learning together, but see a lot of this, is we have
a sourcing team at the company that a lot of times they call us to help with the system
changes so the sourcing team can be more successful.
So the perspective I'm going to take is the last three opportunities that came through
that companies reached out to us and said, we need help on our systems for blank and
(24:43):
we'll reverse engineer that to say what folks are working on.
So number one I had here was they were looking to diversify their sourcing.
So a lot of times in the systems for ERPs, they don't have a lot of rich data around
where that is coming from.
They have the company, but they don't have where it's actually coming in from.
And we know that a lot of manufacturing organizations could have multiple manufacturing facilities
(25:06):
across the world.
And so those raw materials or even some finished goods should be tagged with country of origin
so you can quickly do that analysis, but we found pretty quickly in this engagement it
wasn't.
And so we work with the team to update the ERP to bring that into the process.
And then frankly, we added an additional layer of approval to say, hey, before you go source
from a country that's a tariff risk country, so we call the field, I want to build that
(25:30):
and that through the senior leadership team to have a second double click on that or an
approval process before we move forward.
Where previously it was best price wins, great service, we know you.
Now there's an additional layer and a bit of a consideration.
Another one is this is a it's interesting how uncommon it is, but a CMS or contract
management system.
(25:51):
This system allows you to have a centralized repository of all your contracts with vendors.
And as you know, we all sign contracts all the time based on our delegation of authority.
That is usually what people use to route.
But at the end of the day, you probably informally load contracts in a folder on Windows or you
might have a shared folder on SharePoint.
It's somewhere but not really organized in a CMS.
(26:12):
And that CMS allows you to see a central place for your pricing and your agreements and know
where all that is.
The beauty of that is you can know when a contract's coming up and try to negotiate
preemptively a longer term contract to quote, lock in some pricing to at least hedge a bit
while you figure out what the uncertainty is.
So one of the things that we've seen is folks are looking for that visibility, a way to
(26:35):
gather their contracts to be able to go to the field and negotiate.
And then the third one, and we hear about this all the time, but we actually see a bit
of this is the reshoring and nearshoring of a lot of the services and not using the companies
outside.
So for example, the big news, Mike, you and I are big Apple users and we love our Apple
devices.
(26:55):
And I live in Houston.
And so I'd say every friend I have sent me the same dang news article that was like,
Houston's one of the cities selected to have Apple do some reshoring, right?
So we kind of hear these big things in the news all the time on large organizations,
and smaller organizations every day, all day, our teams, Mike and I, we both know people
that sit in the Northern side of Mexico all the time on that nearshoring group that's
(27:20):
bringing some of those businesses that were in Asia or Southeast Asia back to Mexico.
What's interesting now is as we're having conversations about footprint analysis and
we have a footprint team to help folks move organizations or distribution centers or manufacturing
facilities, we're actually hearing a lot about looking for spaces and places in the United
States.
(27:40):
So we often hear, hey, there's a lot of extra space, office are opening up, buildings are
empty, those types of things.
But now it's interesting the pendulum has swung that people are trying to find prime
locations near interstates, centrally located in the country with affordable resources,
i.e. employees in that region, to start to nearshore.
And so from a systems perspective, when you take things that were manufactured offshore,
(28:03):
we didn't have to have an MRP or manufacturing systems because you outsource that.
Now you're bringing that in the house, not only do you have to find a facility, find
humans, you also have to stand up all the systems to support that.
And so those are the big three things that we're seeing that folks are asking for help
from a system perspective.
Is there one that you think maybe I missed on what you're seeing out there?
(28:23):
No, I mean, I think, like I said earlier, we're still early days on seeing how people
respond to this, right?
I think no right answer for all businesses.
I think it's going to be a combination of everything you touched on diversifying the
sourcing, better contract management, better visibility, more reshoring, probably more
(28:44):
nearshoring, even though some of the nearshore options are going to come with tariffs.
I think you're just going to see a lot of companies rethink these global supply chains
in an attempt to drive less cost volatility, more long-term stability.
And ultimately, whether these businesses are publicly owned or privately owned, if they're
public, it's going to be how do we figure out how to keep the street happy in the midst
(29:04):
of all this turbulence on the privately owned side?
How do we drive sustainable earnings growth in the wake of these headwinds?
So it's going to be an interesting next couple of years, and we'll just have to see how everybody
goes.
So can I ask you the trivia question this week?
Go for it.
All right, man.
(29:25):
I was shocked at this answer.
So I didn't know this.
I had to look it up.
But which country is the largest trading partner of the US today?
So I actually do know the answer.
Because when the tariff thing heated up again, I was curious.
And I think there was an article about it.
And I thought for sure it was China, but it turns out it's our friends to the north, the
(29:49):
Canadians.
Very good.
By the way, that is one of, I don't know how many episodes, 13 that we've gotten correct.
I got to do a little bit of research.
I think it's interesting because I think you hear a lot of noise about everywhere else
being a large trade partner.
But it really shows how interconnected we are because it is sown in our own backyard.
Yeah.
(30:10):
Good job.
I mean, it kind of makes sense.
I think for me, I always struggle with how could that small of a population represent
our largest trading partner?
Right.
But yeah, our friends to the north.
Good job.
Somehow in those long winters up there, they're keeping it going.
Good for them.
Hey, good for you.
Forget it.
I think on the leaderboard up one zero, one negative 13, I think as per another episode
(30:32):
we talked about.
There you go.
Accurate.
Great.
Well, good one.
Good one, James.
Love the trivia.
Well, thanks for everybody for tuning in to another episode of Growing EBITDA.
Don't forget to like and subscribe and we will chat with you guys again soon.
Thanks for tuning into this episode of Growing EBITDA.
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(30:55):
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