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Suggest questionRoman Beylin is the founder of DueDilio, an M&A due diligence marketplace as well as publisher of The Business Inquirer newsletter. He began his career in investment management and moved to investment banking. In 2013 he caught the entrepreneurial bug and co-founded one of the first alternative data consulting firms counting some of the most well-known hedge funds as clients. After a few years, he sold that business and since then has been active in the Entrepreneurs through Acquisition space working full-time on DueDilio, The Business Inquirer as well as some smaller projects. He resides in Boston, MA.
Questions to Roman / Chapters Time Stamps
00:00 Intro to Top M&A Entrepreneurs
00:37 Intro to our guest: Roman Beylin founder of DueDilio - No Deal Better than Bad Deal
02:00 How he started DueDilio & The Business Inquirer
05:00 His first acquisition - a resume business - due diligence on acquisition
06:18 Marketplace's - Airbnb, LinkedIn, eBay - how is it going with DueDilio
07:30 The process of finding a DD service provider on DueDilio
09:40 What will we spend on Due Diligence...and timing?
11:11 Does buyer have blanket NDA with service provider or do they sign one with seller too - who handles the DD requests with seller?
13:40 Does service provider provide opinion (go/no go) on business?
14:50 What type of analysis / research does DD service provider offer - most requested?
16:15 How long does due diligence take - high end / low end?
17:25 How detailed does Due Diligence Service Provider get with financials?
19:28 When is a full Quality of Earnings required - what revenue level?
22:17 Can you circumvent DueDilio after first order - second sale?
25:44 Repeat customers?
27:35 Is DueDilio Ideal for Searchfunder backed by PE or Independent Sponsor?
28:16 What size of business, revenue, is most common due diligence requests?
29:25 What is market forces are driving the due diligence requests?
30:12 Are Family Offices or Private Equity firms good source of DD requests?
31:35 What are "Subject Matter Experts" on DueDilio?
33:45 Does DueDilio collect post DD information?
34:49 How long does it take to hire, data transfer, due diligence completed?
36:11 When sellers start sending pieces of the financials
37:11 Can DueDilio offer Service providers to do DD on International companies?
40:53 How do I "use" or "grade" the due diligence from the Service Provider?
42:15 My experience not doing reputation DD on an ecommerce business - doing DD on buyer
43:42 What are KPIs and Drivers / Levers for DueDilio?
45:26 What is long term goal for DueDilio?
47:16 Do Service Providers get "scored /rated" on DueDilio?
48:43 What industry do you see most DD requests on DueDilio - demand from offline or online?
52:10 Where do you think DueDilio could grow to?
53:50 What does DueDilio need to grow?
55:32 When does buyer pay on DueDilio? Who Pays?
57:02 Does DueDilio help buyers get smarter with acquisitions ?
58:03 Has the "Why" question already been answered by buyer?
59:30 What is a "Deal Sherpa"?
Get in touch with Roman at www.duedilio.com
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Subscribe to The Business Acquirer at thebusinessinquirer.substack.com
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Auto-generated transcript. May contain errors.
Well, welcome to the top M&A entrepreneurs, where every week we talk to active entrepreneurs about their process, where and how they source their deals, the industries they work in, how they analyze deals, valuations, due diligence, and the ecosystem they work in. We also talk about their successes, failures, and their backstory, why they do it, how they do it, how they got. Started their adventure, the mentors that inspired them, challenges they faced, uh, and what they cross that threshold, um, you know, and what keeps them motivated going through the process. Today, my guest is Roman Baylin. He's the founder of Du Dio and that's spelled D U E D I L I O.com. Uh, it's an M&A due diligence marketplace. And as well, he's the publisher of the Business Enquirer newsletter. It's a pretty cool new newsletter. He analyzes uh uh small kind of companies for sale and gives his thoughts on those based on a due diligence background. Uh, Roman began his career in investment management and moved to investment banking. In 2013, he caught the bug, entrepreneurial bug, and co-founded one of the first alternative data consulting firms counting some of the most well-known hedge funds as clients. And he actually sold that business and since then has been active in the uh acquisition entrepreneurial acquisition space as full-time on due dility and The Business Inquirer and so as well as some other projects. So I want to welcome Roman. How are you doing today? Thanks, John. I appreciate it. I really appreciate you having me on. I know diligence is not the, not the sexiest topic out there. I disagree because this is a case where there's one phrase, no deal is better off than a bad deal. Right. Yeah, and that's the whole premise of this deal. So tell me how you started Duilio. Yeah, so you know it's not one thing. It was really a combination of a couple of things. So first, it started off with just a personal pain point that I had. I bought a small service business a couple of years ago, a small acquisition, and I was looking for an attorney to help me draft an asset purchase agreement. And also someone to help me review the financials just with a fresh set of eyes. I have a bit of a financial background. I can crunch the numbers, but it's always good to have someone else just to kind of deal with, with a fresh perspective. So, you know, I spent so much time. Um, interviewing people, finding the right provider. It was a small acquisition, so you know, I couldn't go to, you know, a larger, I'd say even mid-sized firm to do this. It just didn't make sense. So it took me probably a month to find. Someone to help me analyze the deal. So that was a, you know, kind of a personal pain point there. Second, kind of, I guess fast forward, I started the Business inquire about I think 12 months ago, a year, maybe a little bit longer. And uh as you mentioned, it's a newsletter where I highlight interesting acquisition opportunities, kind of give a bite-size commentary on each one. you know, readers are generally searchers, um, independent sponsors, some private equity guys. And as the readership subscriber count grew, you know, I started getting pinged by subscribers just asking, Hey, this deal looks interesting, but can you help me find someone that can help me do the diligence on it? And You know, as time progressed, I got enough of these pings from people where, you know, kind of the light bulb went off, and I thought that, you know, today there's a marketplace for anything. Uh, whatever you want to get done, there's a marketplace for it. And you know, why isn't there a marketplace for due diligence, right? It's a, it's a very fast growing space. More and more deals are getting done. Um, what about the due diligence aspect of it? So yes, there are platforms like Fiber, Upwork, Catalan, but they don't too, yeah, yeah, as well, yeah, but they don't specifically focus on M&A due diligence. So, um, you know, I thought, why not give this a try. So I launched a Dio about 7 months ago and yeah, that's kind of the founding story. It's kind of a combination of personal pain points as well as a little bit of crowdsourcing. Yeah, solve your own problems first, and then go, it's like, is anybody else having these problems? Oh yes, they are, absolutely, yeah. So let's go back to that story. Did you buy that little small business or? Yeah. What was that? Uh, it's um it's like a resume building service, career service business. And that still going? It's not. I sold it. Oh, OK, OK, cool. And it was a quick turnaround. So where did you find this, this person to do due diligence and I mean, was it, did it make sense on this it's a smaller business under 1 million? Yeah, you know, I found it through my through my network. I asked around. I interviewed a lot of people and one person was kind of the right fit, had experience with, so from a, you know, I'm talking from a legal perspective, had experience with these types of, you know, smaller acquisitions and priced right and then on the financial front also I had a through the network I found someone to help me review the numbers. And how, how is it going now? 7 months later, uh, by the way, I'm going to go back to the marketplaces. Um, I, I love marketplaces because I started a marketplace called TurboSquid which we buy and sold 3D assets. And once you get, um, the founder of LinkedIn loves marketplaces because LinkedIn is a marketplace. So if you, if you get established in the marketplace, it's incredibly difficult to displace it with some other competitor, #2. I mean, look at Airbnb, uh, you know, Amazon or eBay, something like that. Uh, so I love this. That's kind of why I had you on to talk about this. So how is it going? How, you know, that your traffic, your, your sales, your number of, you know, inventory, which is both sides buying and selling. Yeah, so, um, yeah, so I launched about 7 months ago. At launch, I had about I think 30, maybe 25 vendors on the platform. Um, doing the due diligence. Uh, right now we have over 160, uh, pre-vetted due diligence service providers, and that's including independent professionals, uh, boutique firms, uh, and mid-sized firms. Um, let me, let me, let me interrupt you. So if I can give you a scenario where, you know, it's a sub-million dollar business. Um, and it's an internet business. Um, um, you know, let's say Amazon or a service-based business or reoccurring revenue type deal, uh, And then I'm gonna go here. I said, look, I, I, I don't know anybody that due diligence. I kept going to my attorney and they're not experts at it. So I do what? I'm gonna go on the site and then what happens? Exactly. So you go on the website and you fill out a short form. Uh, it shouldn't take you more than 2 to 5 minutes to fill out, and it basically asks, OK, what are you doing? Is it an acquisition? Is it an investment? How big, at what stage are you at? Are you our pre-LOI, submitted LOI, post-LOI, um, when are you looking to hire someone? Is it ASAP? Is it, uh, in 3 weeks? Is it in 2 months? And then we ask about, you know, what exactly you're looking to do. We have over 20 types of due diligence listed on our website on the form. So depending on the type of business you're buying. Um, you can see this list of available due diligent services and and pick out what exactly you need, whether it's a quality of earnings, so that would be more on the financial side, or if you're buying an Amazon. Business or let's say Shopify store, e-commerce store, then maybe you want to analyze their digital marketing spend and see, um, you know, what's their ROI and is there uh any, any room for improvement. Uh, the numbers make sense. Um, so it's really depends on what type of business you're buying. Of course, how much you want to spend on the diligence because you can, you know, there's are we talking about? What does that look like and how fast? in one there. Yeah, so, um, so it takes about 2 days for us to present you with proposals for your project. Um, and then, then it takes, you know, a day to hire someone. Um, so it's the whole process takes kind of 3 days to go from submitting the form to hiring someone. That's, that's kind of the, you know, a standard scenario. Of course, if you have questions and things like that, it could take longer. Um, pricing varies widely, and that's, you know, I think that's the biggest value, value that we bring is that if you're buying a $200,000 transaction of a Shopify store, you need someone to, you know, you want to spend maybe 10 to $2000 on due diligence, maybe do some financial due diligence, basic, uh, digital marketing due diligence. We can source someone for that price range. If you're on the other side, on the other hand, if you're, um, you know, if you're, you know, independent sponsor doing, let's say healthcare roll up and it's a 25 to $20 million deal, uh, then we can help you source, uh, you know, due diligence providers that may be a little bit more of a name brand. Where you know, quality of earnings maybe will cost between $25,000 and 50,000 dollars. And let me, let me go back to the small one because when I fill out the form and I said, hey, I need this quality of earnings report, I'm already have an NDA with this due diligence specialist? Because they're going to start seeing all the financials from this person and whereas my NDA that I have with the seller cover the due diligence specialist. So you're going to sign an NDA once you hire the diligence, whoever you want to work with. That's correct. Yeah, and do that, that NDA specialist kind of act on behalf like he starts saying, OK, buyer. I need you to start asking for the 3 years of income statements. Uh, a cash flow statement and a balance sheet, and I need you to ask for like Stripe accounts and bank statements or IRS documents. And then and then the buyer goes back and asks for him for that or or what or that's so it can work kind of one of two ways. Either the due diligent service provider can work with the buyer and the buyer can communicate with the seller. That's one way. The other way is the due diligence service provider can just directly communicate with the seller and present them with a list of documents that they would like to see. Um, that really depends on um how the client wants to uh structure it. Yeah, and what, what are you seeing normally, um, you know, somebody that's buying a $200,000 business, is that a newer, uh, you know, buyer and not aware of the process of what they should be asking for, or are they just, you know, at some point goes, no, hey, I want you to talk to my due diligence specialist, and then they start asking all this stuff and Typically what I've seen is in the smaller transactions, the due diligence service provider will provide a kind of be a guide. For the, uh, for the, for the client, for the buyer, and help them um ask for the right documents, ask the right questions, then once they get the documents, analyze them, go over the results, uh, just help them really understand, uh, the operations of the business financially, whatever it may be. Yeah. So what is that? I know you're just a matchmaker on that side. So what is the Analysis and opinion offer. I mean, it's pretty easy to say, hey, it's like, OK, you're not making money, there's no net income, there's no ebida, it's negative, you know, this is not a 1 Xebi or a 5xe but it's it's something else, yeah. Yeah, I mean, the, you know, the goal here is not really to provide a go or no go decision. I don't, that's not the goal of the, um, due diligent service provider. The goal here is to make sure that the buyer, uh, goes into the transaction with their eyes open, um, understand. What, what the business really is, does the, um, do the numbers match what the seller has presented and just, just help them, uh, go through that process and really understand the business. So, um, it's, it's not uh it's really not a, you know. Yes, you should buy the business or no, because that's up to the buyer. That's that's not up to the diligence provider, what kind of information does it reveals or you know cash flow or um you know, these guys got a lot of debt or something like that. What, what kind of analysis does that look like? Um, so, you know, probably the most requested type of analysis is financial due diligence and, uh, just, uh, looking at normalized earnings, right? What's the, are there any one-off items? Are the add backs, uh, appropriate that uh the seller has, um, you know, has added? Um, you know, how do the numbers look on a normalized basis? That's probably the most requested, um, type of due diligence. Now, I'll be honest, I'm not personally a due diligence provider, so I, I, I, I can't go into the, you know, I'm not a CPA to go into the specifics, but just based on what I've seen, um, you know, since launch, we've done about 90 due diligence projects or facilitated 90 due diligence projects, I should say, um. And um that's, that's really the most requested type of uh that seems to be the biggest kind of black box for. So yeah, let's talk about that 90. Um, what does that look like as far as time to start? They request the due diligence and they complete the due diligence and the buyer gets back to the seller and can make his own determination or You know, decide on the value of the company. How long does that take? What's the cost for that? what's like I guess like the high end, low and medium. Yeah, so, so let's take uh let's say financial diligence, for example, because I think that that's the most requested and that tells the story. That's all that's all Buffett looks at, hey, send me your financials. He looks over the weekend and then comes back with an offer. Right, right, right. Yeah, um, so, so I'd say there's kind of 3 levels of financial due diligence. Um, kind of the easiest is just verify the financials, which is just take, you know, take the P&L, take the tax returns, and make sure everything matches up. That's, that's simple. Something like that typically could take. A day or two. So that, so let me, let me ask you about that. So they're going to ask for uh like bank statements, statements and they're going to match the income statement with the bank statements and say, hey, this was the actual sale, these, you know, whether it's a cash accounting or accrual accounting and uh you know, this bank statement matched that sale or or. It's consolidated in that year's worth of sales, it's going to be more high level, but yes, I don't think it's not going to drill down into specific uh specific daily sales or monthly. It'll be more of the high level and you know, something like this. It costs anywhere from $500 to $1500. It's relatively cheap. It's, uh, someone that has a financial background can do this relatively quick. They know what to look for. Um, and again, it's, it's a, it's a very high-level analysis. Um, if we move kind of one. You know, one step, uh, one step up, it's probably gonna be something like, uh, you know, proof of cash, and again, um, you know, normalized earnings. That's gonna be a little bit deeper. It's probably gonna require a little bit more information, might take 1 or 2 weeks to do. Um, costs anywhere from $2500 to maybe $5000 right, to review like three years of financials. Uh, and then, uh, once we go kind of one step further, that's the quality of earnings report, right? That's the kind of all-encompassing deep dive to make sure all the numbers line up. What's the normalized earnings of the business. Um, again, looking at 123 years. Um, and something like that can cost anywhere from, that, that's a that's a wide range, uh, because then, uh, you're getting into kind of the boutique and mid-size. Yeah, what do you, what size are you talking about in revenue where you think you should go? Where, where's the, the match where, you know, just one is, you know, checking the income statement with the bank statements, you know, that's good for a $500,000 business, etc. what is that? Where is the matchmaking look like? That's a good question. Um, I think that So, so a full quality of earnings typically is required by lenders or investors. Uh, so it's something that, uh, that's a required piece of analysis and, um, and it costs more. If, if you don't need a full quality of earnings. Uh, I would say you're probably good with kind of that second step of just, uh, you know, an ad hoc nor nor uh sorry, normalized earnings analysis, um, that an independent professional can do or, you know, maybe a boutique, you know, boutique firm. Yeah, so yeah, I don't know that answer kind of Yeah, I mean, you just said it because if somebody's going to go out and buy and they're going to get a loan or bringing investors, they're gonna have to go to. Everything else is like, you know, it's kind of eyeball, spitball and go. Yeah, and you know, ultimately, um, due diligence is insurance, right? Um, when I was, uh, you know, 18, I didn't have life insurance. I'm now close to 40. I have life insurance and I'm spending money on it. So, um, you know, that's, that's kind of how I look at it. Um, you can spend as much as you want on the diligence, and it's not for me to say you should do this or you should do that, but there's no deal's no deal, right? There's no perfect deal. It's it's always how much risk are you willing to take. versus how much are you willing to pay to have some level of comfort with the risk that you're taking, right? And if you're buying, you know, a $500,000 transaction, $200,000 transaction, $100,000 transaction, are you going to spend $50,000 on the diligence? Yeah, I don't know. That makes sense. But that's, but again, that's, uh, that's really a personal choice. Um, you know, what, what we try to do is just explain all the options, uh, educate our clients on the different costs. Uh, and help them make the decision, um, but, but it's really not up to us or even the due diligent service provider to say, hey, this is, right, they're not, I mean, unless they develop a relationship with them, like, right, hey, great, uh, curious about that, um. And Fiber does that too, and they love you to use the same guy, but they don't, you know, once you start finding out who that person is, they don't want you to go around and go outside it. How do you how do you prevent that where they develop a relationship and then they just take out of the picture? Uh no, so we actually encourage that. I think our goal is to connect the client with the diligence service provider and for them to actually have that relationship. Uh, because I think that's, uh, that leads to the optimal outcome and that's the, that's a good working, um, you know, that's a good working situation. Uh, we don't get in the middle. We help them answer any questions, we help them, we help guide the client on what's available. Uh, we present them with proposals from our network of what due diligence is available, how much it's going to cost, and then once they choose a proposal, we make an email introduction between the client and the due diligence service provider. That's it. We're there to answer any questions. We collect feedback, of course, along the way, but we're not, we're not standing in the middle. Yeah, what about the, I mean, if the second sale happens, and I'm asking from a marketplace founder go because like, how do we get these guys to make sure, you know, we get a piece of the toll, the tollgate on the 2nd sale because that's when our marketplace grows is the 2nd sale, right? We spent all our money acquiring the first, that first customer in the marketplace. We want them to keep coming back and coming back. Right, um, that's a great question. So, In terms of, so there's nothing to prevent the, uh, the client from going to the same provider, uh, and not going to the Dio on a second acquisition. Uh, in my mind, that's OK and that's what I want. Um, we have, um, a contract with everyone on our network, all the service providers on the network, um, and it's, it's trust-based that just says, listen, if we bring you a client. And you help them, and they come back to you in 18 months. Um, we think we deserve, you know, a referral referral fee from that as well. Is there, I don't think fiber, Upwork or Catalans or graphite have invented any way to prevent slippage. I think that. That's, that's part of the, um, yeah, I think that's just part of the business model that you have to accept right now we are very much a high touch manual service where we don't have a back end. Um, it's kind of us doing the matching, us talking to the client. It's not just a, you know, just a, just a technology solution. In the future it will be in the future we're going to provide tools for both the client and for the service provider that we hope is going to keep them on the. Yeah, I guess that remains to be seen. You're only 7 months old, so you don't know what happens in 18 months, right? I have no idea. I have no idea. But what are you finding? Are you seeing serial entrepreneurs coming back and or you know, an entrepreneur, acquisition entrepreneur, he's got to have You know, 100 conversations, 60, uh, you know, he's got to have that upside down funnel where it's, it's a lot of outreaches, 60 conversations, maybe 10 offers out there, 5 offers, uh, are they doing due diligence on every one of those, or are they just selecting one or two to say I'm on that. Uh, from what I've seen so far, that we come in after an LOI has been signed and once they're kind of closer to closer to closing the transaction, so they know that this is the business that they want to acquire and the seller has agreed that they're the right buyer, and that's when we come in. That's typically what we see. Um, a lot of times we'll, we'll get a request from a client. Um, this typically happens with a searcher, um, you know, search or front. Uh, they'll come in, they'll submit a request, we'll connect them with the right to diligence provider, uh, and then the deal for some reason is going to fall through. They'll come back 3 months later, resubmit another request for another business, and we'll help match them with the right provider for that business. Uh, and then, uh, hopefully the deal will close and they'll turn into kind of a commercial engagement. So on the funder, that's like kind of ideal client because most of these guys are funded by some kind of private equity fund like A Partners or something and then they require due diligence. To go to the next step, right? Yeah, I mean I think realistically sponsors like, hey man, I buy my own businesses for, you know, a million bucks. I'm going to go on my own. No, we, um, so we've probably searchers and independent sponsors are our biggest client base. Uh, so we, we definitely see a lot of independent sponsors come to us, uh, and, uh, we help them find the diligent solution. Yeah. What, what kind of range in the business, I mean, you do, you see these numbers on the dashboard, say what kind of range of size of the business are you seeing the most of? Yeah, it's a good question. Um, I would say. The majority of the businesses are between 1 and 5 million transaction value. Probably I'd say 80%, maybe 90% of what we see. But then there are the tail ends. So we've definitely seen businesses uh that are smaller, so maybe 250 $500,000 and then, uh, we've gotten requests for $90 million deals, uh, $50 million dollar deals as well. Um, but, you know, I, I really think that our sweet spot and where we add the most value. is really in the 1 to $25 million transaction range. And I, I apologize if there's, uh, if you, if you're hearing drilling upstairs, there's, uh, they're doing some construction. It's good, good timing. So, that's all right. I'm like a number of episodes and you know my dog barking in the background because somebody came to the door. Yeah, uh, that, yeah, that's cool. Uh, These people that are, you know, 1 to 5, it is really, or 1 to 25 is the transition of assets from the baby boomers to something else to to a new generation of buyers. That's the biggest probably slice of the pie, right? That's the biggest, uh, but we also have clients that are SMBs, so small businesses, uh, buying other businesses. Oh really, it's not a big subset. I'd say. You know, probably, you know, 80% of our clients are the kind of what I call, you know, searcher. Then there's, uh, you know, I don't know, maybe 5, 10% of uh independent sponsors, and then there's SMBs, uh, small family offices, um, kind of things like that. What are you trying to attack right now? Is that, I mean, small family offices would be a good source or reoccurring type is, is that a a big private equity or or do they private equity already have their due diligence people set up and or what? Yeah, yeah, um, you know, I think that our value is really if if you're, if you're a small office, if you're a 3 person private equity shop, 3-person family office. And you don't, uh, you don't have the internal resources to help with the diligence. You don't want to spend the time going out sourcing, uh, pricing, and hiring the right due diligence solution. I think that's really where we come in. Um, I don't think that we're the right solution for, you know, a 50 person investment shop. They probably already have someone have a CPA for at the same time. Um, so I mentioned that we have 160, uh, due diligent service providers, but we also have partnerships and relationships with expert networks. So that gives us access to over 250,000 subject matter experts. Now, a lot. Yeah. Well, what do you mean by subject matter experts? What uh So these are people that have deep subject matter expertise in a particular industry, sector, technology, uh, business type. So that's more of when you think of like a uh GLG Zentro, deep bench, guide point. Uh, those types of solutions. A lot of people don't think of that, you know, as due diligence necessarily, but we do have some more on the private equity side. We do have some of those clients that come to us that ask for help in sourcing the right subject matter experts, and we help them with that. Uh, so we really take, you know, we're able to take kind of that load off of their plate and um, uh, help them source the right solutions. Yeah, I, I, I have to tell you that I'm in a couple of masterminds and one of the biggest challenges I see with acquiring, I'm not minimizing the choir's, uh, capabilities. I mean, sometimes it's just not their superpower, but, you know, they'll put their financial numbers in there and I go, well, look, man, uh, something happened in 2019 or 2020 with COVID and Uh, they're not able, their efficiency to turn cash into cash flow is just not there anymore. They can't do it. uh, but that takes a financial analysis that, you know, somebody needs to, to dive into, you know, the efficiency dropped, and if you bought this business, it's going to cost you a lot more to acquire a customer and turn those assets into sales. Yeah, uh, or, or vice versa. Uh, there's a lot of businesses that, uh, that gained a lot of revenue, right, due to COVID. Um, so yeah, it works, it works both ways, and you really need someone with, uh, subject matter expertise to go in and see, you know, how sustainable is this run rate, how sustainable, uh, is this growth. Yeah. Right, right. Now, but you don't see any of the data afterwards that the, uh, let's say the forensic accountant or the CPA or whoever it is, hey, here's my analysis of the uh financials. You, you don't see that, right? Uh, so for an individual deal, no, I typically don't see that. But as part of the vetting process, so everyone that wants to again be part of the platform, we do have a vetting process. I do ask for samples of past work. I do ask to, if possible, talk to. Some past clients. A lot of times that's not possible. So I'm not going to sit here and say that for every, you know, person on the platform we've talked to their previous clients. Um, but, uh, but yes, I, I do ask for past work and I'm able to see um how they present the results, what type of work they've done in the past. Yeah, um, but for an individual deal, uh, no, I, I don't, I'm not part of that deliverable. Right. So, if a guy, a guy girl, and whoever comes to the site says, hey, I need due diligence looking at a $500,000 Shopify store, um, I sign up, I present all the data. How, how long would it take to get that analysis back? Uh, analysis or how long does it take to hire someone, you know, you get hire somebody and they start their work and then I get that analysis because loves momentum and yeah. You know, honestly, there's a lot of factors that go into it. Uh, first, um, I guess, yeah, honestly, I guess, so we're, we're at the end of the year. Um, good luck right now trying to find someone to do a quality of earnings for you before the end of the year, you know, I mean, we, we can do it, but it's, it's tough. Um, so, so I think that that factors into it. Second, uh, how quickly can you get the right information from the seller? I think that's actually the biggest factor here, because a lot of times, uh, maybe the seller doesn't, doesn't have the data handy. Maybe they don't, they don't even know how to get it. Oh my God, I, this is, this is a subject that is so frustrating because, hey, you've got a great business, and they, they give you the pie in the sky numbers and say, hey, we're going to be doing this, and then you start asking for the financials. Can you send me an income statement? And they'll send you a screenshot or maybe partial financials, no, no cash flow statement, no balance sheet. I go, OK, I need to get 3 years. I mean, you've been in business for 5 years, I need to see 3. And it's, do you have an accountant or do you have anybody using Intuit or FreshBooks or anybody? Because that's 5 minutes to create. Yeah, a lot of times people run multiple. I can tell you I do this, right? So in addition to the Deo, I have a couple of other projects, and the other projects I group under one legal entity, one umbrella. So if I ever wanted to sell that one other project. Um, it would be pretty, pretty hard for me to separate the financials. So I'm, you know, I'm guilty of this as well, and I think, I think a lot of people doming your account right now exactly, yeah, yeah, yeah. Right. Yeah. What about international deals? I mean, I have. Just within the last 3 weeks, as you know, I do this podcast and I'm got a big presence on LinkedIn and Search Funder, and I have at last 5 days, I've had somebody from a Slavic country, Latin America, and India offer businesses for sale, off-market deals. I mean, what's your take on that? Does there can I get somebody to do that in your group? So I'll tell you, we had one request come in for someone who was buying a cybersecurity company in Germany. They needed a cybersecurity expert who also spoke fluent German. Um, I can tell you, uh, it, it, it took a very long time for me to find. I did find someone, but it took, I think it took a month, and they actually ended up hiring someone else. If you have these types of someone, you know, a financial analyst who also speaks Croatian. Harder, harder to do. OK. Well, you know what, I gotta tell you something. Here's the thing. If you buy any EU company at a certain level, they were required to publish all of their financials, all of it, like any United Kingdom, and most EU companies require, I think it's $2 million in revenue, not sure, but it's on a public domain site. Yeah, yeah, but you know, I can tell you we have in terms of service providers, we have providers in the US, we have providers in the Philippines, we have providers in China, we have providers in India, we have providers in UK, France, um. Of Russia. I'm probably missing a couple of countries, so there, there is a high probability that we'll be able to find someone and even if we don't have someone in our network at this point, we have a pretty good understanding of how to source the right solutions. So even if you come to us with a request that we just, you know, we just don't have someone in our network that can fit. Uh, fit the requirements, we'll go out and we'll source a couple of options for you. So that's another thing that, um, you know, we're really good at. And I think just another kind of service that saves people time and, you know, time is money. Time is money. So I'm going to go back to this. So because I like the speed on this thing. So if I, I go to your site, I fill out the forms, I find and I hire somebody. And how long it takes to do that diligence. Let's say it's just the first level because it's only a $500,000 revenue company and maybe $100,000 and even. How long do you think I get that information back? And how do I grade that? I'm the I'm the buyer. How do I myself grade that information, say that was valuable because it told me whether I should buy the business or what multiple I should be offering for the business. Um, so again, you know, I, I think that if you're looking for a go no go decision, I'm not sure that's, that's, that's, that's the right way to think about it. Um, I think it's, if you've gained a better understanding. Of the business. If you have something that you can go back to the seller and maybe negotiate a better price or a better terms, I think that's valuable. Um, if, you know, if you're doing, let's say, digital marketing due diligence and you see uh that there's some very easy levers that, uh, you can pull after you acquire the business, I think that's valuable. If you're doing a background investigation on the company and all of a sudden you find that there's, well, you know, there's 5 lawsuits in, uh, you know, different counties. Who does that? Is that in one of the 3 most bought packages like the, the lawsuit, um, is that in a different package? Not, it's not the most requested thing and I don't, you know, I think for For a $500,000 transaction, do you want to do that background check? Um, something like that costs anywhere from $500 to $2000. Does it make sense to spend, I don't know. If you're buying, um, you know, uh, $25 million business or a $10 million business, maybe, maybe you'd want to do that. Yeah. The reason I asked that is I bought an e-commerce business, and I go, look, I, I, I made that big mistake and there was a lot of complaints cause the uh seller was not refunding in the time period that he stated on the website, and then they would go to this one site. I can't remember it, it's lost popularity, it was just complaints.com or something like that, and I, I didn't see that when I bought it. I just didn't, I missed it, which I should have done. Yeah. Yeah, you know, the, the other, um, the other aspect of this is, you know, there's also self side to diligence. So let's say you're, uh, you're one of these people that's retiring, right? You're, you want to transition the business to someone else. Um, you might actually want to do some, you know. Diligence on the potential buyer. If you have 5 people who are interested in the business, uh, you want to make sure your employees are taken care of, you might actually want to do a background check or background investigation on the buyer to make sure that, uh, you know, there's nothing there that kind of raises a red flag. They're Nazis on Facebook or they got a criminal record or you know whatever it may be, right, whatever it may be. Yeah, yeah, yeah. So, you know, we've been talking about this, you know, mainly from the perspective and that's that's 90, you know, that's the majority of what we see. But uh there is the other side of this that we also offer more, you know, yeah. What are you seeing as when we started the marketplace, ours, which was TurboSquid, they started developing the KPIs and the drivers of the business and it goes like, hey man, these are the levers. What are the levers and KPIs for your business for Duilio? That's a good question. I mean, is it, uh, you know, ideally how we got to grow, and this is what the guy on LinkedIn said, says when buyers are starting to buy from sellers and sellers are starting to buyers, there was kind of organic growth in there. Yeah, uh, I look at a couple of things, um. You know, the, the simplest metrics, of course, uh, how many requests are being submitted, right? That's the top of the funnel. That's, that's number 1. Number 2, how many of those requests are, uh, converting into an actual customer for uh sellers on the platform, right? So that conversion ratio. Uh, third, uh, what's the, you know, gross market value, uh, of those contracts? What's the average value? So I think, you know, those, those are kind of the things that I'm thinking about right now. Give me another, you know, ask me the same question in a year and maybe I'll go back and say, no, I was a complete moron and actually these are not the things that matter. It'll be, it'll be something else. Yeah, yeah, we didn't know that. I mean, we started, you know, our TurboSquid right after eBay, so it was the second like we thought it was an eBay. We actually were going to buy the keyword 3Day, but, you know, we got a little notice from an attorney said no that's not a good idea. Um, so what is the goal, long-term goal? I mean, do you have a revenue number or a transaction number or a, you know, buy side, inventory side a number on this? You know, my goal is to be the one-stop destination for business buyers and private investors, uh, to source due diligence providers. That's, that's my, that's kind of the overall goal. Um, so right now we just started inking partnerships with all the major marketplaces, so we are the due diligence provider on Prifsource, on Biz Nexus, on Intexio, and a couple of more that I'll be announcing probably in the next couple of weeks. Um, and I, I think that's, that's the goal right now to form these relationships, to, uh, be able to, um, help, you know, as many, as many business buyers as we can and really learn about the market. How can we, what are the services that we can offer right now, um, we are, you know, kind of purely I'm, I'm a marketplace, does the, the matching. Uh, but maybe uh clients would prefer to see more of a productized solution. So maybe clients don't really care who does the work as long as they know what the output is and they know that it comes from, you know, one of the, you know, higher ranked providers on the platform. So I don't know that yet. I think we're still learning about, uh, about the market and uh figuring out, you know, how we can add the most value. Yeah, let me ask you about that. So if a buyer comes in, they get due diligence on their $500,000 company and they like the work that the provider gives, do they give scores and stuff? Because what happens is you saw this on Craig's not Craigslist, but, uh, Jenny, uh, uh, you know, that service provider, you start getting scores and that person gets gravity and they get busier and busier and busier and they can raise their prices and then then. The next guy comes up and goes, he's too busy, he can't get to me for 34 weeks, etc. Yeah, yeah. So, uh, just recently we started kind of formally, uh, collecting reviews. We've always done it just over email, just kind of a post, um, you know, post-project call. But recently I've started doing a more formal fashion with a form, uh, feedback, ratings, things like that. Are you a developer or do you outsource that? You just have the design and say, hey, this is what we need to do. I mean, there's not, you're not for a loss, for examples on marketplaces on what works for most marketplaces, right? Yeah, no, I, uh, I mean, I, I, I can build a 4. That's, that, that, that part's pretty easy. But in terms of, um, next step for the dilo of building out the marketplace, it's definitely going to be outsourced. Yeah, I, I, I, I can build a WordPress website, um. That's, that's about it. Uh, not, not a big technical background. Yeah. Is there an industry that you're seeing more of, you know, there's more, you know, there's micro acquire out there that just does businesses or in Shopify type stuff. Do you also do, let's say offline manufacturing businesses? Yeah, so we, we see it all, but, uh, you know, it's actually interesting. It's a vast majority of what we see are actually offline businesses. So manufacturing, uh, restaurants, um, healthcare providers, um, all types of healthcare providers. Uh, what do you mean like healthcare providers like uh like medical offices we've seen, we've gotten a couple of, yeah, dental offices, um, adult, um, what's it called, like home home care, yeah, yeah, um, so we've seen a couple of those, um, which is actually, you know, when I first launched Adelio, I really thought that most of the requests. Uh, would come from a people buying, uh, you know, online businesses, so tech-enabled businesses. And number 2, I thought most of the demand would really come, um, like, a million, 2 million transaction value and What I've seen is actually completely the opposite. Uh, most of the demand is from, uh, you know, 1 to 5 million, 1 to 10 million transaction value, and it's mostly for, uh, offline businesses. Oh, that's interesting. So the, your original thesis, why do you think that is? Do you think these guys are more savvy and said, hey, I don't need to do the digits, or do they already have, you know, somebody that does it for them? I think it's a couple of things. Uh, number one, I think, yes, I think, uh, if you're buying a Shopify store for any sizable amount, you probably already have experience in e-commerce. Yeah, that's, that's #1. Number 2 is I think it's I think it's just a function of the communities that I'm active in. So I'm active in search funder. I'm active in a couple of these other, uh, entrepreneurship through acquisition type of communities. And, uh, and those folks generally go after, uh, offline businesses plumbing, landscaping, healthcare, manufacturing. So that is true. That is true. I mean, I, I. A veteran community and they, all they're doing is buying offline businesses. Right. So I think, um, you know, I think that's actually the biggest reason is just, uh, most of the clients we've seen are searchers um and these are the type of businesses they're buying. So that's where we see demand. Now with the partnerships that we've, uh, we're starting to ink with the online business marketplaces. Uh, I'm, uh, my theory is I think we're gonna start to see more, um, more of these, uh, due diligence requests for, uh, online businesses like SAS, uh, and, um, you know, e-commerce. But uh that place your bets, you don't know, yeah, yeah, place your bet, yeah. I don't know. I don't know. Yeah. Yeah. Well, that's, that's cool. I mean, where do you think this could go? I mean, I do have a 5 year work backwards. I mean, I just read this great book called uh Start at the End by Dave Levinsky is like, you, you start at the end, you design your goals, and you move backwards, uh, and then, you know, make it small little accomplishments and I saw this great interview with a couple of podcasters called My First Million, and they were interviewing Rob Dur Durk, the, the uh uh Uh, the skateboard guy and the ridiculousness and man, that guy, I would have never thought he was as sharp, wicked smart as he is. Yeah. Well, anybody that built a $100 million fortune skateboarding. Yeah. Yeah, yeah, um, you know, just maybe a little bit off topic, but, um, I think any celebrity who is out there, who you see, you know, the Kardashians, for example, or Paris Hilton, I think a lot of people think they're um Maybe not the sharpest tool in the shed. I, I think completely opposite. I, I think it takes a lot of smarts to, uh, to kind of sustain that celebrity to build those businesses. And I think with Rob, it's the same thing, right? He started off as just a skateboarder and, um, you know, on the surface, you think, OK, he's just, you know, a guy riding the halfpipe. Um, but I, I think it's, it's incredibly smart. You have to be incredibly smart. Yeah, it's pretty funny. I know this is when he does these tricks and he gets to the day before the tricks are right, he said, this is the stupidest thing I'm ever going to do. Yeah, yeah, yeah. So these partnerships, where, where do you need, what do you think you need to grow? I say you want to be a $5 million business and transaction, you're taking the toll back and forth. You got great organic growth. What do you think you need to? To get there. I need, I think, uh, brand awareness. I think a lot of people just don't know about the Dio. uh, something like this exists. Um, so I think that that's, that's probably number one. Um, because I think there's a lot of great, uh, great tailwinds there to make the Deo successful. Uh, you see, you know, it's kind of we discussed earlier, um, transaction volumes are at all-time highs, more people are retiring. There's more, more deals, more deal flow, more transactions. So I think these are all things that are very conducive to a marketplace like the Dio. So I think it's just Uh, getting the word out, um. And you know, obviously bringing in, bringing in clients and building these partnerships where, uh, you know, my hope is that when someone's searching for a business on a marketplace, uh, we'll be right there, uh. Where they can click a button and get, uh, you know, get kind of solve their due diligence needs for, uh, for the business. Um, that's at least that's, that's my feast. That's, that's what I'm hoping will drive a lot of the demand. Yeah, I got to ask, I didn't ask this. When do they pay for it? Do they pay for it when they just start the process or they pay for it when they find the person that they want to hire? Yeah, so, so we're completely free. So the Dillio is free to use right now, right now, OK, this is what the model is going to be, you know, in 10 years, but right now we're completely free to use for clients. We get paid by the service provider, the service provider, because you basically found them a lead which they would have had to spend to get anywhere. Exactly, exactly. Um, and I'd say, you know, I'll add that we get paid only when the service provider gets paid. So it's not a, it's not a pay to play type of model that some marketplaces have where they charge you, you know, $500 a month to be on the platform plus, you know, 3% of whatever you make. No, we are purely. If the service provider makes money, we make money. All incentives are aligned. I love that. I mean, it's a free matchmaking service for now, right? Yeah, yeah, yeah. Um, so, so yeah, so I think, uh, I, I think it's a very attractive value proposition. I think it's really just uh spreading the word that this exists. Um, and gaining some, you know, recognition in the marketplace. Do you know, help them get smarter faster by saying, hey, this is what you're going to ask your service provider. Yeah, so I think that just a great idea you should offer, that's that's part of it. So you know, we do have a lot of free content and templates on our blog that kind of talk about some of this. Um, but, you know, I think the biggest service that we can provide is to educate the business buyer on what type of due diligence, uh, is available to them and what makes sense, what maybe doesn't make sense, how much they can expect to spend on something. So I think that's That that's another kind of piece of the puzzle there. It's just educating the business buyer, um, whether they're buying a manufacturing business, a restaurant, uh, landscaping, an e-commerce store. What should they be looking for? Yeah. So the, the why question already been answered when they come to you? Yeah, I, I think so. I think that um. Yeah, I think it's, it's hard to say that someone buying a business doesn't know that they need due diligence or that they need an attorney to, you know, and I'll also say that, you know, I use the diligence in a very kind of wide, wide scope, you know, hiring an attorney to draft an asset purchase agreements probably most people don't consider that part of the diligence, but, uh, you know, but, but I do in our platform, so we can help people with that. Um, yeah. Just trying to think what, what else is maybe, you know, kind of be connected to a subject matter expert. Um, that's another area that maybe a lot of people don't consider part of the diligence, but we do. Um, and then also we have, um, as part of our platform, uh, not just, uh, service providers who, um, who do the due diligence, but we also have what I would call deal Sherpas. These are folks that can help you, um, finance the deal, can help you analyze. Hey, can you hold on one second. This is a great conversation, but first I need to pause. So Roman, tell me, I'm really interested in this sherpa. Tell, tell me more about the service part. Yeah, so, uh, we have part of the platform, part of the network, uh, task searchers uh that uh have kind of gone through the process and now uh do consulting, uh, for, uh, other, uh other uh acquires that help, uh help them kind of navigate, uh, this world, help them. Uh, find the deals, how to talk to brokers, how to do, you know, outreach to a potential target, how to structure a deal, how to negotiate a deal. So things that again, you know, uh probably don't fall in the, you know, the diligence sphere. Uh, but, uh, are very helpful for someone who's maybe doing this the first time or, uh, looking for help, um, just general. I love this. I mean, because I am part of a mastermind of the Epic Group, which is acquiring businesses, and Roland Frasier and Adam Lyons and Pat Baker and Marty Funky and Mark McCray, some guys I interviewed, and they are masterful on the phone. I mean, it's like I got a guy on the phone that's done 100 deals. He is masterful when talking about it, you know, negotiate. He's not negotiating, he's developing a rapport and finding out what the seller needs, and then he'll customize his conversation about what the customer needs and it's You know, most people first get, hey, well send me your 3 years of financials. Well, then they start pissing on each other's couchs and the deal's over. These having a Sherpa like that with experience is awesome idea. Yeah, yeah, yeah, so we, you know, we have a I don't know the exact count, but we definitely have uh how many do you have in there? Yeah, uh. More than a dozen, I'm sure more than a dozen. Yeah, hopefully this call people hearing this they'll they'll sign up and more and it's still it's a free service to be introduced, but when they sign up. Yeah. It's a part of the deal. Exactly, exactly. It's free service. Yeah, we're happy to answer any questions, of course. Uh we provide proposals from the service providers so they can see what's the potential deliverable, learn about each provider, what's the estimated fee range, uh, and then uh we answer any questions again and then. We make an introduction to one or 2 or 3 providers that, uh, that, that the client thinks, uh, may work for them. Uh, because, you know, a lot of this is also, you do need to ultimately get on the phone with a due diligence service provider and make sure you have a good rapport. Uh, it's not just, uh, finding someone that can do the work. I think you also need to have a good A good working relationship and kind of a good conversation. Yeah, like doing business with. Yeah, yeah. Roman, I have taken over the hour mark, and I really appreciate the time because you talked about some subjects that I just didn't know that you were offering. So look, hey, we've got Roman Bay and, he's the founder of Du Dillo and M&A due diligence marketplace. He can be found at Duilio, D U D I L I O.com. So, Roman, thank you so much for your time. If uh you know, if you, you're also available on LinkedIn and Searchunder, but go to do Dio.com. Thank you. Great, great to be here. I appreciate it. That mean
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