Legacy, Liquidity, and the Long Game: What Really Happens After the LOI (Part II), Ep #25
Release Date: 07/31/2025
Cash Flow Power Moves: Pricing, Terms & Tools That Protect Your Business, Ep #33
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In this special crossover episode of Buy the Numbers, Mike Payne joins Josh McCain on The Throughput Show for a fully interactive, live conversation about one of the most misunderstood and mission-critical topics in manufacturing: cash flow. Unlike traditional episodes, this one unfolds in real time with audience questions, open dialogue, and the kind of raw, honest examples operators rarely get to hear outside of private masterminds. Josh kicks off the episode with his hallmark energy and levity—complete with an unexpected “musical” intro for guests Mike, Jon Hughes,...
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The Section 179 Trap: Why Tax Breaks Shouldn’t Drive Your Equipment Purchases, Ep #32
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When Section 179 and bonus depreciation come back into play, it’s easy to get swept up in the excitement of “saving on taxes.” Every year around this time, I start hearing from shop owners who are ready to buy a new machine before the end of Q4—sometimes for the right reasons, but often for the wrong ones. Don’t get me wrong, I love a good deduction as much as anyone. But if you wouldn’t buy that equipment without the tax break, you probably shouldn’t buy it because of it. In this episode of Buy the Numbers, I sit down with my good friend Ty Willis from Verdant...
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How Foreign Trade Zones Can Unlock Millions in Working Capital, Ep #31
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When tariffs, trade policy, and cash flow collide, manufacturers are forced to think creatively—or risk being crushed by uncertainty. That’s exactly where Mary Buchzeiger, CEO of Lucerne International and Lucerne Global Solutions, found herself. With skyrocketing tariffs on imported automotive components, Mary realized the solution wasn’t to absorb the hit—it was to rewrite the playbook altogether. In this episode of Buy the Numbers, we dig into how Mary leveraged a little-known financial and logistical strategy: the Foreign Trade Zone (FTZ). By turning Lucerne’s Michigan...
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Building a KPI Culture That Drives Real Improvement on the Shop Floor, Ep #30
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In this episode of Buy the Numbers, host Mike Payne sits down with continuous improvement coach and Lean Six Sigma Master Black Belt Brian Karp to dig into the metrics that matter most for manufacturing leaders. Together, they explore how data can be used not just to measure performance, but to transform culture, drive engagement, and spark meaningful improvement across every department. For more than a decade, Brian has helped manufacturers simplify their approach to measurement—turning overwhelming spreadsheets and endless KPIs into tools that actually guide better decisions....
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Inside the Numbers: Roger Atkins’ MTForecast 2025 Preview for Small Manufacturers, Ep #29
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In this episode of Buy the Numbers, I sit down with Roger Atkins, President of the National Tooling and Machining Association (NTMA), to talk about the real state of U.S. manufacturing as we close out 2025. Representing more than 1,000 small and medium manufacturers nationwide, Roger brings a boots-on-the-ground perspective to the headwinds, opportunities, and trends shaping the industry right now. The conversation goes well beyond statistics to explore the forces behind them. Roger shares his preview of the MTForecast conference and NTMA’s ENGAGE event, pulling back the curtain on survey...
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From First Questions to First Deals: Navigating Machine Shop Acquisitions, Ep #28
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When you’re buying a machine shop for the first time, it’s easy to feel like you’re lost in the dark. I’ve been through more than 150 transactions in my career, but I still remember what it was like sitting across from my first seller—wondering if I was asking the right questions or if I was missing something important. That’s why I love conversations like this one. In this episode of Buy the Numbers, I sit down with Jeff Lee, Operations Manager at Hayer Engineering in Singapore. Jeff reached out after listening to some of our episodes on acquisitions, and the quality of his...
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Top Shops Benchmarking: The Numbers That Separate Leaders from the Rest, Ep #27
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In this episode of Buy the Numbers, Mike Payne sits down with Dave Necessary, Executive Vice President of Products and Markets at Gardner Business Media, to dig into the power of benchmarking and the Top Shops program. For more than a decade, Top Shops has been the definitive survey that shows manufacturers where they stand—highlighting the practices, strategies, and investments that consistently separate the best from everyone else. Dave shares how the survey functions like a business health check-up, providing both an industry-wide benchmarking standards report and a...
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Beyond the Highest Bid: Selling Your Business with Legacy in Mind, Ep #26
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Selling a business is rarely just about the numbers—and in this episode of Buy the Numbers, we explore why. Recorded at the CLA Connect Center in Minnesota, Mike Payne and guest co-host Erin Mickels sit down with two sets of owners who have recently gone through the process of selling their companies. From fielding unsolicited offers to choosing between 26 potential buyers, their stories highlight the strategic, emotional, and deeply personal factors that shape a sale. Joel Bauer of Midsota Manufacturing shares his unlikely journey from part-time welder to co-owner of a thriving...
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Legacy, Liquidity, and the Long Game: What Really Happens After the LOI (Part II), Ep #25
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If you think selling your business is just about getting the highest number, think again. In Part II of my conversation with the all-star team at CLA—Erin Mickels, Mike Britten, and Mike Pohl—we dig into the fine print that can make or break your deal after the handshake. From LOIs to sales price allocations to working capital battles, this is where the real money is won or lost. We start with what seems like a formality—signing the LOI—but as you’ll hear, that’s often the moment your leverage walks out the door. I’ve seen it firsthand: missed tax planning, bad...
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Legacy, Liquidity, and the Long Game: Building Value Before You Sell, Ep #24
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If you’ve ever thought, “I’ll sell when I’m ready”—you’re already behind. In this episode of Buy the Numbers, I sit down with three powerhouse advisors from CLA—Erin Mickels (owner transition expert), Mike Britten (tax wizard), and Mike Pohl (wealth whisperer)—to unpack what it really takes to set yourself up for a successful exit from your manufacturing business. We talk through the overlooked planning window between “someday I’ll sell” and “it’s time to list.” Whether you're ten years out or just three, this conversation will help...
info_outlineIf you think selling your business is just about getting the highest number, think again. In Part II of my conversation with the all-star team at CLA—Erin Mickels, Mike Britten, and Mike Pohl—we dig into the fine print that can make or break your deal after the handshake. From LOIs to sales price allocations to working capital battles, this is where the real money is won or lost.
We start with what seems like a formality—signing the LOI—but as you’ll hear, that’s often the moment your leverage walks out the door. I’ve seen it firsthand: missed tax planning, bad rollovers, vague language that bites back later. This episode is all about what to watch for before you sign and how to avoid rookie mistakes that can cost you millions.
Then we dive deep into the deal mechanics that trip up even seasoned sellers—working capital disputes, earnout illusions, and how sales price allocations affect what actually ends up in your pocket. If you’ve never had a deal derailed over working capital, you’re lucky. But most sellers? They’re not ready for that fight—and it’s why deals fall apart at the 11th hour.
And once the wire hits your account? That’s not the end—it’s the start of a whole new challenge. What do you actually do with that liquidity? How do you avoid the tax bomb that comes a year later? How does your risk profile shift when you're no longer a builder, but a steward of capital?
If you’re serious about getting full value for the company you’ve spent a lifetime building—this episode is essential listening.
You will want to hear this episode if you are interested in...
- (0:15) Grow your top and bottom-line with CLA
- (1:54) Structuring employee retention bonuses after a sale
- (2:55) Why you shouldn’t sign an LOI without legal and tax review
- (11:02) What buyers scrutinize during financial due diligence
- (11:45) Working capital and earn-out frameworks
- (14:18) The challenge of valuing work-in-progress (WIP) in deals
- (16:51) The importance of post-close working capital adjustments
- (17:57) How sales price allocation impacts your tax bill
- (21:44) How ProShop ERP can help you achieve on-time delivery
- (24:12) Understanding which assets are taxed at ordinary income vs. capital gains
- (25:40) How earnouts tied to employment can trigger wage tax
- (27:15) What to do (and not do) after receiving your payout
- (29:40) How selling changes your risk profile and investment approach
- (32:08) How to value fully depreciated assets in a business sale
- (34:40) What determines your company’s EBITDA multiple
- (36:06) Mike’s “psycho spreadsheet” for modeling post-acquisition performance
- (38:12) Valuation as both art and science in the lower middle market
- (42:08) How Qualifying Small Business Stock (QSBS) can help you avoid federal taxes
- (44:18) Why complex tax strategies require early planning and good advisors
- (45:44) Stay tuned for Top Shops 2025 registration!
Resources & People Mentioned
- Grow your top and bottom-line with CLA
- How ProShop ERP can help you achieve on-time delivery
Connect with CLA
- Connect with Erin Mickels, CPA
- Connect with Mike Britten
- Connect with Michael Pohl, CPA, CFP®
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