I sit down with Dan Brumwell Partner in Weaver’s Transaction Advisory Group to discuss Financial Due Diligence, a key component of the due diligence process. 

Below are the questions discussed, along with a high level summary of the answer. Enjoy! 

1. Weaver Background

2. Quality of Earnings (QoE): The Basics

Q: What is a QoE and why is it important?
Q: What are core components of a QoE?
Q: How is revenue broken down (monthly vs. annual)?
Q: What if data isn’t easily available?
Q: Can QoE show profitability per customer?
 

3. Audited Financials vs. QoE

Q: How is a QoE different from audited financials?

4. Common Adjustments in MSP QoEs

Q: What adjustments do you typically make?

5. Key Metrics and Red Flags

Q: What financial red flags do you often find?
 Q: How do you handle churn metrics?

6. Net Working Capital (NWC) Essentials

Q: What is NWC and why is it important?
 Q: How is NWC calculated?
 Q: Common seller misunderstandings?

7. Process & Client Communication

Q: What does a typical engagement look like?
 Q: Who participates in diligence calls?
 Q: What if info is hard to get?
 Q: How do you handle tight deadlines?

8. Seller-Side QoE: Why It Matters

Q: Why should a seller do a QoE report?
 Q: When should MSPs do this?

9. Market Trends & Future of Diligence

Q: What trends are you seeing?
 Q: Will QoE become fully automated?

10. Final Tips

Q: What’s your advice for MSPs thinking of selling?

🎧 Tune in now to learn how to own your financial due diligence process.

Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services

Reach out to Madhur at [email protected] or 212.731.4230  

Book an Appointment with him on his LinkedIn at (34) Madhur Duggar | LinkedIn

Check out Excendio Advisors and our amazing content at www.excendio.com

Reach out to Dan Brumwell on his LinkedIn at (30) Dan Brumwell, CPA | LinkedIn 

www.linkedin.com/in/madhur-duggar

You’ve decided to sell your business and have finally selected an M&A advisor to help you through the process. Then comes the listing agreement—and suddenly things get murky. Why is it exclusive? Why the hefty fees? Why are you bound to it for a year—and what exactly is a tail period?

If you’ve ever reviewed a listing agreement, you’ve likely asked these questions. Here’s a simple, jargon-free breakdown of what you’re signing and why it’s structured that way.

1. Exclusivity: Why It Matters

Exclusivity means you agree to work only with one advisor during the sale process. It may seem limiting, but it actually protects your interests. Multiple advisors reaching out to the same buyers can cause confusion, damage your credibility, and weaken your negotiating position.

Exclusivity also ensures that all buyer inquiries go through your advisor—helping them build a competitive market for your firm. Even if a buyer comes directly to you, referring them to your advisor allows that interest to be leveraged to raise your valuation.

2. Fee Structures: Are They Fair?

Most M&A advisory fees follow a “success fee” model—a percentage of the final sale price that decreases as the deal size increases. While some advisors charge retainers and expenses upfront, others like Exendio Advisors often work on a success-only basis.

To put it in context: when selling a home, you might pay 5% in broker fees—even though the listing is on Zillow. In contrast, selling a business is significantly more complex and requires deeper expertise, networks, and months of dedicated effort. Considering the value an experienced advisor brings; the fees are often well-justified.

3. The One-Year Commitment: Why So Long?

Most agreements have a one-year term—but that doesn’t mean it’ll take that long. The goal is to close within 4 to 6 months. The one-year period provides a buffer in case of delays from market volatility or business changes (think: COVID-19 disruptions). It ensures your advisor can see the process through without unnecessary resets.

4. The Tail Period: Protecting Market Leverage

The tail clause usually extends for two years after the agreement ends. It requires that if a buyer—introduced during the listing period—comes back later to do a deal, the advisor still gets compensated.

Why? Without a tail, buyers could just wait out the agreement to avoid paying a fee. That undermines your ability to build a competitive buyer pool. The tail keeps the playing field level, ensuring all serious buyers engage during the active process and you retain maximum leverage.

Final Thought:
Listing agreements may seem intimidating at first glance, but when understood properly, they’re designed to protect your interests and maximize your outcome. Always ask questions, and make sure you’re comfortable with the terms—but know that most of these clauses are standard and serve a strategic purpose.

Embarking on your MSP’s Build-Prepare-Exit journey needs planning from inception to exit. Too many MSP founders are getting to their exit gates and finding they don’t have all the pieces they need for a successful sale. If you are navigating through the challenges of growing your business and planning for an eventual exit, we invite you to connect with Madhur Duggar, Senior Advisor at Excendio Advisors.

Email: [email protected]

www.linkedin.com/in/madhur-duggar

In this episode of M&A Insights, I sit down with Matt Koenig, VP of Channel at NodeWare, to tackle one of the biggest challenges MSP founders face: selling with confidence and clarity.

Matt explains why sales success starts with your mindset — the “lion mentality.” The lion rules the jungle not because it’s the biggest or smartest, but because it knows what it wants and goes after it with focus and determination. MSP founders, too, need to shed fear and take control of the sales conversation.

We also walk through a step-by-step sales process MSPs can use to win better clients, earn fair pricing, and grow sustainably:

• Discovery — Understand the client’s business, uncover pain points, and get decision-makers in the room.
• Assessment — Audit both the technical and people environments and relate findings to business outcomes.
• Proposal — Present your solution live, clearly tied to the client’s priorities, and framed in terms of business impact.
• Project Plan — Show a clear, actionable path forward with realistic timelines and milestones.
• Pricing — Position your pricing as a reflection of your value, not just a number, and handle objections confidently.

We discuss how to ask the right questions at each stage, how to overcome objections (especially about price), when and how to hire your first salesperson, and why it’s crucial to make room operationally before taking on new clients.

Matt also shares his dos and don’ts for MSP sales — from building trust and presenting proposals live, to avoiding the trap of competing only on price or hiring salespeople on straight commission.

If you’re ready to stop fearing sales and start approaching it like a lion, this episode is packed with real-world advice and actionable strategies.

🎧 Tune in now to learn how to own your sales process and grow your MSP with confidence.

Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services

Reach out to Madhur at [email protected] or 212.731.4230  

Book an Appointment with him on his LinkedIn at (34) Madhur Duggar | LinkedIn

Check out Excendio Advisors and our amazing content at www.excendio.com

Reach out to Matt Koenig on his LinkedIn at (35) Matthew K. Koenig | LinkedIn 

www.linkedin.com/in/madhur-duggar

Cybersecurity is no longer a “nice-to-have” — it’s essential. But for many MSPs, selling it effectively (and confidently) is still a challenge.

In this episode, I talk with Matthew Koenig, VP of Channel Sales at Nodeware, about how MSPs can position themselves as trusted business partners, not just tech vendors, and make the cyber sales process both effective and enjoyable.

We cover:
 🔹 Why the $109B SMB cyber market is the opportunity of the decade
 🔹 How to run business-driven Discovery conversations
 🔹 What to include in a Security Assessment — and how to present it
 🔹 Why bundling your cyber offering beats line-item pricing
 🔹 How trust, storytelling, and confidence help you close deals
 🔹 Tips for aligning cyber services with compliance and insurance needs

Whether you’re struggling to start the conversation or looking to take your cyber sales to the next level, this episode gives you actionable insights — and shows that selling cyber doesn’t have to be scary.

🎧 Listen now to learn how to sell cyber — and have fun doing it!

Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services

Reach out to Madhur at [email protected] or 212.731.4230  

Book an Appointment with him on his LinkedIn at (34) Madhur Duggar | LinkedIn

Check out Excendio Advisors and our amazing content at www.excendio.com

Reach out to Matt Koenig on his LinkedIn at (35) Matthew K. Koenig | LinkedIn 

www.linkedin.com/in/madhur-duggar

Whether or not you provide cyber services to your client, you are still exposed to cyber liability. 

I sit down with one of the most prominent lawyers in the country specializing in MSP legal practices, Thomas Fafinski. Thomas is joining to talk about a topic that is front and center in the MSP space today – Cybersecurity and what are some of the best practices MSPs should be following when protecting themselves against cyber liability. 

As an MSP, your clients expect you to "handle everything cybersecurity"—but when a breach happens, who's really liable?

Cyber insurance can be your safety net—or a false sense of protection—if you don’t understand the fine print. Here are 5 critical best practices every MSP should implement to protect themselves, their clients, and their reputation:

✅ 1. Know What You’re Actually Responsible For
Most breaches are due to admin or physical errors—not tech failures. Make sure your MSA is crystal clear about what you do (and don’t) cover.

✅ 2. Don’t Rely on Generic Contracts
Include language in your MSA that limits liability for 3rd-party criminal acts, requires clients to carry cyber coverage, and defines scope precisely. (Look up Travelers v. Portal Healthcare if you want to see how vague language can lead to years of litigation.)

✅ 3. Watch Out When Switching Policies
That lower premium? It likely comes with a tighter coverage window. If you're on a claims-made policy and switch carriers, you could lose retroactive coverage and end up footing a massive bill.

✅ 4. Understand What’s Not Covered
Some insurers deny claims for “nation-state” attacks like NotPetya, citing “act of war” exclusions. Ask your broker about gaps related to ransomware, cloud outages, and regulatory fines.

✅ 5. Choose a Carrier Who Shows Up Fast
The best insurance isn’t just about reimbursement—it’s about real-time help. Look for 24–48 hour response times, breach response coordinators, and a vetted incident response panel.

👉 Bonus: Proactively reduce risk by offering vCISO services, enforcing MFA, and requiring client-side security hygiene.

📌 Final Thought: The best MSPs aren't just tech experts—they’re risk managers. If you’re not reviewing your insurance language annually, you’re leaving your firm exposed.

💬 Curious how others in the space are structuring their MSAs or choosing carriers? Let’s start a conversation.

Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services

Reach out to Madhur at [email protected] or 212.731.4230  

Book an Appointment with him on his LinkedIn at www.linkedin.com/in/madhur-duggar

Check out Excendio Advisors and our amazing content at www.excendio.com

www.linkedin.com/in/madhur-duggar

What does a Best-in-Class MSP look like? To find out the answer to this question and many more, I have on my show today the man himself, Peter Kujawa, EVP and GM at Service Leadership and IT Nation. Founded in 2001 by Paul Dippell and acquired by ConnectWise in 2020, Service Leadership does some of the most comprehensive benchmarking work in the IT services space including around MSPs. If you like data based decisioning around MSPs, this is your stop. Listen in!    

Here are some of the key topics and questions discussed on this podcast

• What is Service Leadership and How is it Helping the MSP Community?
• What Does SL Use to Benchmark MSPs?
• Does Size Matter to be a Best-in-Class MSP?
• What Does Best-in-Class Look Like for 
  1. Topline Growth
  2. Gross Margin
  3. EBITDA
• What Does it Mean to be Operationally Mature at SL? 
• Does Location Matter to be Best-in-Class?
• What Advice does Peter Have for MSPs?
• Should You Run Your Business As if You Were Getting Ready to Exit?
• What Are Some Key Risks and Opportunities You Should Be Thinking About as an MSP Founder?   

Reach to Madhur at [email protected] or 212.731.4230 

Book an Appointment with him on his LinkedIn at www.linkedin.com/in/madhur-duggar

Check out Excendio Advisors and our amazing content at www.excendio.com

Reach out to Peter Kujawa on his LinkedIn at (32) Peter Kujawa | LinkedIn 

www.linkedin.com/in/madhur-duggar

🎙 Podcast Title: "How MSPs Can Thrive in Healthcare — with Nelson Gomes"

Guest: Nelson Gomes, Founder & CEO, The Portalia Group
Host: Madhur Duggar, Chapman Associates

Description:
In this episode, Nelson Gomes shares a masterclass on what it takes to be a high-performing MSP in the healthcare vertical. From EMR optimization and patient engagement to AI adoption and M&A strategy, Nelson breaks down how MSPs can move beyond maintenance to become true transformation partners for their healthcare clients.

Whether you're looking to grow, specialize, or position your MSP for a successful exit, Nelson offers real-world insights drawn from decades of leadership in healthcare IT.

💬 Questions & Responses:

Q: From an MSP standpoint, what makes healthcare different in terms of the skill set required?
🗣 Understanding the business of healthcare is critical — it's not just fixing EMRs, it's optimizing them and knowing the clinical workflows.

Q: How do specialist MSPs create more value than generalists?
🗣 Specialists speak the same language as providers and win trust faster — 9 out of 10 times, they win the deal.

Q: What are healthcare organizations really looking for when selecting an MSP?
🗣 Experience, expertise in healthcare systems, and a sense of security that their MSP “gets it.”

Q: What kind of background should MSPs build to succeed in healthcare?
🗣 A strong healthcare foundation — either through EMR experience or supporting medical administration systems.

Q: Can you explain Gartner’s “Run, Grow, Transform” model?
🗣 Most MSPs focus on “Run” — daily maintenance — but true value is created through “Grow” and “Transform” initiatives.

Q: What’s a real-world example of transformation in action?
🗣 Helping practices adopt patient engagement apps — moving beyond IT support into strategic consulting.

Q: What role should MSPs play in M&A due diligence for healthcare?
🗣 IT due diligence is often overlooked. Nelson helped create a 6-part framework to standardize and simplify this critical process.

Q: Should MSPs trying to enter healthcare build or buy?
🗣 Buy. Acquiring a healthcare-focused MSP gives you immediate credibility, clients, and expertise.

Q: Where is AI playing the biggest role in healthcare today?
🗣 Diagnostic imaging, like mammography. AI is powerful, but needs clinical oversight and thoughtful adoption.

Q: What healthcare tech events should MSPs attend?
🗣 HIMSS, ViVE — critical for staying ahead of tech trends and industry expectations.

Q: What advice do you have for MSPs expanding into healthcare?
🗣 Have a clear, well-thought-out strategy and the right people to execute it.

Q: How should smaller MSPs think about scale and specialization?
🗣 If you’re not ready to scale, consider exiting at a good multiple to a larger player and learn from the experience.

Q: Grow solo or partner up?
🗣 Joining a platform can accelerate growth — faster path to value creation than going it alone.

Q: Final takeaway for MSPs?
🗣 Understand your value, define your personal goals, and have an advisor to guide you through transitions.

Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services

Reach out to Madhur at [email protected] or 212.731.4230  

Book an Appointment with him on his LinkedIn at www.linkedin.com/in/madhur-duggar

Check out Excendio Advisors and our amazing content at www.excendio.com

www.linkedin.com/in/madhur-duggar

In this episode, host Madhur Duggar welcomes Dave from Courser to discuss the company’s M&A strategy, integration approach, and growth plans for 2025. Dave shares insights into Courser’s acquisition philosophy, emphasizing a strong focus on culture, leadership retention, and operational integration.

M&A Activity and Strategy
Courser, a PE-backed platform, has completed 16 acquisitions in the past two and a half years, including nine in 2024. The company aims to maintain or exceed that pace in 2025. Their acquisition targets range from $1M to $15M in revenue, with an average size of $7M-$7.5M. Courser is sector-focused, primarily acquiring MSPs and occasionally considering MSSPs with strong cybersecurity capabilities.

Integration Approach
Courser differentiates itself through its deep integration model. While externally the acquired company’s branding and leadership remain intact, internally, Courser standardizes back-office functions, finances, HR, and operations. They migrate all businesses onto a unified ConnectWise instance, creating a single-pane-of-glass view for management. This structured approach enables efficiency and scalability while ensuring a smooth transition for employees and customers.

Deal Structure
Courser typically structures its deals with a mix of cash and rollover equity (30-40%). Earn-outs are rare and used primarily in tuck-in acquisitions where revenue stability needs validation. They prioritize clear, seller-friendly structures that align incentives for long-term growth.

Challenges and Risks in M&A
Dave highlights common M&A risks, including leadership transitions, cultural misalignment, and integration challenges. He emphasizes the importance of talent and customer retention, especially as the industry undergoes significant consolidation. Courser mitigates these risks by focusing on culture, selecting growth-minded leaders, and ensuring operational stability post-acquisition.

Future Outlook
Looking ahead, Courser aims to continue its disciplined acquisition strategy, focusing on quality MSPs with strong leadership and recurring revenue. They also acknowledge the growing role of AI and automation in IT services and plan to enhance efficiencies through technological adoption.

The discussion concludes with reflections on broader industry trends, including the eventual exits of PE-backed MSP platforms and how integration strategies will play a key role in their long-term success.

Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services

Reach out to Madhur at [email protected] or 212.731.4230  

Book an Appointment with him on his LinkedIn at www.linkedin.com/in/madhur-duggar

Check out Excendio Advisors and our amazing content at www.excendio.com

www.linkedin.com/in/madhur-duggar

Welcome to the next episode of my podcast M&A Insights titled “Cyber Insurance Uncovered: Learn How Doug Kreitzberg at SeedPod is Working With MSPs to Protect Small Businesses from Digital Threats”. 

Small businesses are increasingly the target of cyber threats, yet most remain dangerously underinsured. Only 10% have cyber insurance, and even fewer have the right coverage to survive a serious attack. So, how can Managed Service Providers (MSPs) step in to help?

To answer that question, I’m joined by Doug Kreitzberg, Founder and CEO of SeedPod Cyber. At SeedPod, Doug has developed an innovative program that help businesses proactively manage cyber risks. His team works closely with MSPs to ensure small businesses get the protection they need—before disaster strikes.

In today’s discussion, we’ll uncover the biggest misconceptions about cyber insurance, why small businesses struggle to get the right coverage, and how MSPs can play a pivotal role in bridging the gap. Doug will also share insights into SeedPod’s risk assessment process, the evolving landscape of cyber insurance pricing, and practical steps businesses can take to improve their cybersecurity posture.

If you’re an MSP looking to add value for your clients—or a business owner trying to navigate the complex world of cyber risk—this episode is for you.

Topics discussed on this podcast include:

Key Topics Discussed:

✅ Cyber Insurance Landscape for Small Businesses:

• Are small businesses adequately insured against cyber risks today?
• What are the risks of relying on general liability policies for cyber coverage?
• What happens to small businesses that suffer multiple cyberattacks?

✅ Understanding Cybersecurity Risks:

• Where does most cyber risk come from—bad software or bad deployment?
• Who should own the deployment risk—software providers, businesses, or MSPs?

✅ Challenges in Cyber Insurance Adoption:

• Are small businesses qualified to purchase cyber insurance on their own?
• Why do many brokers lack the expertise to properly guide businesses on cyber policies?

✅ The Role of MSPs in Cyber Insurance:

• How does SeedPod Cyber work with Managed Service Providers (MSPs)?
• What role do MSPs play in educating small businesses about cyber risks?
• How does SeedPod validate MSPs through security assessments?

✅ Key Components of a Comprehensive Cyber Insurance Policy:

• Liability coverage: What does it protect against?
• First-party costs: What expenses are covered after a cyber incident?
• Loss of income coverage: How does it help businesses recover financially?
• E-fraud coverage: How does it protect against social engineering scams?

✅ Cyber Insurance Pricing & Risk Assessment:

• How are insurance companies currently pricing cyber risks?
• What are the challenges in developing actuarial models for cyber insurance?
• How does SeedPod’s risk assessment process work, and what does it evaluate?

✅ Regulatory & Security Best Practices:

• Can regulations improve the cybersecurity landscape?
• How should regulations hold software developers and MSPs accountable?
• What are the basic steps businesses should take to improve cybersecurity?

Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services

Reach out to Madhur at [email protected] or 212.731.4230  

Book an Appointment with him on his LinkedIn at www.linkedin.com/in/madhur-duggar

Check out Excendio Advisors and our amazing content at www.excendio.com

www.linkedin.com/in/madhur-duggar

In this episode of M&A Insights, I sit down with Arlin Sorensen at IT Nation ConnectWise to explore the evolution of IT Nation, discuss the biggest challenges facing MSPs today, and how Arlin thinks MSP owners should approach their inevitable transition be it through sale, transfer to a family member or to an ESOP.

Arlin shares invaluable insights from his decades of leadership experience, making this a must-listen for MSP owners, IT leaders, and anyone thinking about the future of their business.

In this podcast we discuss the following questions:
 ✅ IT Nation’s Role in the MSP Ecosystem – its mission, vision, and impact on MSPs 

✅Leadership – Advice for MSP owners looking to develop their leadership skills
 ✅ Acquisition and Growth– Insights for MSPs looking to grow inorganically
✅ Industry challenges – Tackling cybersecurity threats and IT talent shortages
✅ Post-exit challenges – Challenges MSP owners face in transitioning to retirement including lack of financial planning and a loss of identity post-retirement
✅ Future of IT Nation – Upcoming innovations at IT Nation and the establishment of a global footprint

✅ Personal Insights – Leadership philosophy, the upside-down triangle and Arlin’s legacy

✅ Key Risks facing MSPs– The importance of thinking about your mental and physical health 

Madhur Duggar is a Senior M&A Advisor at Excendio Advisors and focuses on IT Services

Reach out to Madhur at [email protected] or 212.731.4230  

Book an Appointment with him on his LinkedIn at www.linkedin.com/in/madhur-duggar

Check out Excendio Advisors and our amazing content at www.excendio.com

#Podcast #ITLeadership #MSP #ITNation #MergersAndAcquisitions #Cybersecurity #Leadership #TechCommunity

www.linkedin.com/in/madhur-duggar