
Loading summary
Marty Fonker
So I was working with a client who was an air conditioning company. This is down in Texas, super seasonal business, right? Making tons of money. In the summertime, when it's hot and everybody's air conditioner is breaking, in the wintertime, the phone's not ringing. So he called and said, well, we want to make our business much more, you know, season flat. So I'm looking at doing a roll up. So we helped him buy an electrical business, we helped him buy a plumbing business, we helped him buy a landscaping business, we helped him buy a pool business, and basically we turned his company from an air conditioning repair company into a complete home services company.
Scott Joseph
Welcome to Business Bourbon and Cigars, the podcast for ambitious leaders who want a backstage pass to the top. Every episode we're going to sit down with ultra successful industry leaders who have a proven track record and a deep understanding of how to grow a business. And we're going to learn the secrets and strategies that took them to the top. On this show, you'll gain access to exclusive insights and resources that'll give you what you need to achieve your most audacious goals. And of course, we may even sip on some fine bourbon and light up one of our favorite cigars while we chat. My name is Scott Joseph. I'm your host and this is Business Bourbon and Cigars. Welcome to another exciting episode of Business Bourbon and Cigars. I'm your host, Scott Joseph and today we're going to tackle a topic that I think every business owner needs to hear and that's when, why and how to sell your business. Doesn't matter if you're thinking about selling your business now, maybe in the future, maybe you're just wondering how much it's worth. This episode is going to bring you a ton of value. So today's guest is Marty Fonker. He's a seasoned world class marketer with over 30 years of experience in growing and scaling businesses. He's also had over 20 years of expertise when it comes to mergers and acquisitions. He's helped literally help businesses scale to literally over $1 billion in revenue and has executed over $400 million in mergers and acquisitions transactions. I should say we're going to dive into some of the critical topics today, like, and I love this one, the more valuable you are to your business, the less valuable your business might be. And you know, this could be probably some of the best or most lucrative advice a business owner might hear. So let's dive right in. Marty, welcome to Business Bourbon and Cigars.
Marty Fonker
I'm super excited to Be here. Scott, thanks for, thanks for having me. And I hope to share some great knowledge for you and your listeners that's going to help them out.
Scott Joseph
Oh, I, anybody that's got a business, not that they got to be thinking about selling it, they didn't have to think about it at the beginning, they didn't have to think about it in the middle. But you're doing a disservice to yourself by not thinking about it at all and at least not planning for it. So hopefully this for the people that are planning it and for the people who haven't even thought about it, wakes them up a little bit and gets him on the right, gets him in the right direction for that.
Marty Fonker
Well, here, here's a statistic that most business owners never think about. 100% of business owners will eventually exit their business in some capacity. 100%. What does that look like? You need to have control of that and most people don't think about it.
Scott Joseph
No. It's a great way to say it. All right, so share with us a little bit about your journey. I want to know the milestones that led you to become an expert when it comes to mergers, acquisitions.
Marty Fonker
Yeah, absolutely. So when I was in my 20s, I started a business with some buddies. It was a little sporting goods product, as grassroots as it comes. We started it literally selling it at parks, across the parks in our neighborhood, eventually got it on television, did millions of dollars in sales. And 18 months after we started the business, sporting goods company that was backed by a private equity firm came and offered us a million and a half dollars for the business. And we, we were thought we were the smartest guys in the world and took the money and, and, and ran. That was my first, my first introduction to acquisitions. I learned that I made a huge mistake at the time. What I didn't understand at the time was what a roll up was. I didn't understand the power of having private equity backed roll ups. And if I was smart, what I would have done is not taken all cash at that time. I would have taken equity in the deal that the private equity firm was putting together because if I would have, that million and a half dollars cash would have actually been about 25, 4, 25 million dollars a few years later. But I wasn't smart enough to know that. So but that was my very first foray. And from there I went on the other side and I bought a business. Well, I started a business, an E commerce business. We were doing about a million dollars a year in revenue. This was in the early days and I had a competitor, really fierce competitor. They were doing about a million and a half dollars in revenue. And, and I talked to, you know, my CEO, I'm like how do we, how do we, how do we beat these guys? And he said, well instead of beating them, we should see about acquiring them. So okay, so my little million dollar business bought their million and a half dollar business and we put the two together. And so knowing that math, what do you think we did revenue wise within the next two years I'm going to say.
Scott Joseph
Taking the two companies combined, I'm going to say whatever they were doing, I'm going to say triple, whatever they.
Marty Fonker
Were doing with triple. Okay, so 4.5 million. Okay. And that's the range most people guess. So we were doing a million, they were doing a million and a half. You put the two together, it's two and a half million dollars. Within two years that combined entity did 30 million dollars.
Scott Joseph
Oh my God.
Marty Fonker
In revenue. We would never ever have done that separately. Um, their team happened to be really really good. My team happened to be really really good and we happened to be even better as a combined force and when we weren't butting heads and competing against each other. So as part of a again bigger roll up strategy that was rolled up into a bigger entity and eventually went public and and then was, was acquired a couple of years later. And then I went and started another company a couple years later. And so it's funny just today on my, on my LinkedIn somebody blast from the past posted. I remember when you owned this company called COP Conference Clin University, which was a little thing I started as a hobby. It eventually became what I called my six figure hobby because it was literally generating six figures in income. And it was just something I did a couple hours a week on the side. And 2009 came around. My, my main business was struggling a little bit because of the, the economic crash and I sold that business. I started in 2005, sold it in 2009, sold it for a really nice six figure exit. And from there I kind of started realizing there's something to this buying and selling businesses. And I started working much more intentionally in understanding how buying and selling of small businesses can help others and help myself. And eventually started. I had so many people asking for help that we started Westbound Road. And now we advise and help coach people on both growing through acquisitions as well as selling their businesses for maximum value and to the right person at the right time.
Scott Joseph
I love the, the roll up in the second example you gave where you had the two and a half million go within two years to 30. Because let's just say for simple math, if you were doing a million, they were doing two and a half before you guys merged or one acquired the other. However, whatever the technical term was of that deal, if you just both said, all right, you're going to have 50 and 50 in terms of the shares, Mike, you still went from one to 15 million. And two and a half to fit both parties had to be ecstatic.
Marty Fonker
So everybody won.
Scott Joseph
So I got a couple questions specific to that deal. Okay. Because, you know, somebody listening or watching us, right? They might be like, yeah, where can I look for opportunities like that?
Marty Fonker
They're everywhere.
Scott Joseph
But there's a flip side to that. So first let's talk about what are some of the things that, because you always hear about the horror stories with mergers. All the cultures didn't mix, right? And, and this and that. Talk to us briefly about that, but then talk to us about why this one works so well.
Marty Fonker
I'm going to talk about culture really, really quick. So, so again, at that time I was with a private, private equity backed company. I literally flew up to the first meeting with that company on our private jet to go meet with him. And one of, once we were there, we were kind of going through, he was giving us a tour of the facilities and, and somehow the topic of garbage cans got brought up. And of course they had a, they had offices and they had a warehouse and they were doing shipping and all this kind of stuff. So all these facilities and the topic of garbage cans got brought up because nobody in the offices or anywhere else was allowed to have a garbage can. Well, why? Because a garbage can is $8, but boxes are free. So when you're, when you, when, if you need a garbage can, you go out to the warehouse, you get an empty box, you put it under your desk, and once that's full, you fold it up and you go out and take it to the dumpster. Why would I spend $8 on a garbage can when we have free garbage, free disposable garbage cans out in the warehouse? So it's this. So you talk about culture fit. Like the owner of that company was as, as aggressively like cost cutting and savings and bootstrap as you could possibly be. Whereas my company was, we were like, we were private equity back. So like, literally I, you know, I don't know how many garbage cans and gas I used in our private jet to go visit. So you'd think there'd Be a huge culture clash. Right, right. But the reality is, is that they're scrappy. Bootstrapped, win at all costs mentality was a perfect fit to our corporate organized, process driven business. And it just, they, they, they were what each of them needed. That business honestly was growing really rapidly. It probably would have imploded after a period of time because they were just flying by the seat of their pants. My business was growing nicely, but we didn't have that scrappy, like do anything, you know, do anything to increase margins at all cost mentality. And so even though we had different cultures, we could tell we needed each other. And the skill sets that we brought, we could tell we needed each other. So culture is important, fit is important, but it doesn't mean the cultures have to be the same. You want to look for a mesh.
Scott Joseph
Yeah. So I had literally, I've been in business over 30 years and just a few months ago exited one of my companies. I don't want to say envy, that's a horrible word. I admire the speed that you were able to do it in the first one. Whether you made a mistake or not, you learned a lot from it and you still had good capital. That probably freed up some things down the road. But man, also, it's not just the speed you did the first one, but the frequency of these transactions. I just, I just love that. How do you, I think one of the most common questions, and he's got to be like, what's, you know, what is my company even worth? So like, how do you help, how do you help people determine that?
Marty Fonker
Yeah, so that's, that's the big question. Everybody wants to know, right? What's my company worth? And the unfortunate thing is there's no easy answer. Your company has different value depending on who might buy it and for what reason. So, you know, if you sell to a, an entrepreneur who wants to take over the company and run it kind of the way you've been running it and continue the business the way it's been run, that maybe have one amount of value and the way they might purchase it through maybe an SBA loan and the SBA is going to tell you what they will lend on it, which is definitely going to decide the value. You might sell it to a strategic acquirer, meaning maybe a bigger company who's in your space, who's looking to buy other businesses and roll them up, or both them together. And they may have a different valuation because they may be looking at valuing your business more, less on the cash flow and more on maybe your book of business or possibly your real estate footprint or possibly your intellectual property that you have. So there's no one answer to what's my business worth? People are used to with houses. You say, well, how much is my house worth? And a real estate agent comes in and they do comps and they say, well, other houses in your area sold for this and this many square feet footage and they calculate it and they tell you what it is and they think it's going to be the same for businesses and it's really not because there's, there's a hundred more than 100 ways of valuing a business. And, and again that it depends on what the buyer wants to give you the value for. It's not always what you think it is. I will say that generally a business owner is high in what they, in their, what they believe their value is versus the real value a 99 point of the time. 99 point of time. They overestimate the value of their business. So the best thing you can do is engage a professional to value your business now. So you do understand that and use at least three different methodologies and three different sources of methodologies to give you all of the different variations. Because there's no one number that a business is worth, it's a range. But bringing in a professional is really the only way to know that, unfortunately.
Scott Joseph
All right, so talk to, talk to us a little bit about what I mentioned earlier because you've got a lot of companies that might be very top heavy where the owner might be critical to the success of it, right? And they think that's great and there's some security. But why would you. Because you say this a lot, right? Why does that potentially make the business worth less?
Marty Fonker
Yes, so, so that you kind of mentioned that in the introduction. The more valuable you are to your business, the less valuable your business is. So let me give you an example of that, an unfortunately sad example. What that means is that if you as the business owner are critical and integral to your business, that means that your business has little to no value outside of your existence. And so if you take leave that business, the value of the business goes with you and therefore you have not much to sell. I had a situation that happened just a couple of months ago. I got a call from a woman who said, hey, my husband has passed away. He's a plumber. He told me that, that before he died. He said that the businesses sell for one and a half times their revenue. No, sorry. I think at that time three times their revenue. And this business did you know he did about $500,000, so I need to find a way to sell it for a million and a half dollars. And I said okay, let's, let's talk about what that looks like. What, what was his business? He's a plumber. Okay, he's a plumber. How many team members did he have? Well, he has a junior assistant. You know, that's really it. I said okay, what kind of assets and equipment were in the business? Well, he has his van. Well, what's his van? Well, it's a, you know, 12 year old, 40. Okay, so there's no value there. So what you have here is a tradesman who had a nicely paying job. He did not have a business. So first of all, to be very, very clear, businesses almost never are valued on revenue. That's a huge fallacy that a lot of business owners here out there in the media. Completely false. Unless you're in the certain businesses like software sector and a couple other really high end businesses that might be valued on revenue. Most small businesses are valued on profit and that can be defined as cash flow. It can be defined as sde, which is sellers discretionary earnings, or it can be defined as ebitda. But the reality is businesses are valued on profit, not revenue. Second of all, in the case of the plumber's wife, there is no value in that business. The plumber is the value. He's the one that was out doing the work, he's the one that has the license. There's no business there.
Scott Joseph
And the relationships, and the relationships and.
Marty Fonker
The customers and everything else. I had to tell that that that poor woman who thought she had a million and a half dollars coming, you have nothing coming. Whatever you can sell the van and tools for is basically the value of the business. And that was a really tough conversation to have. And unfortunately, many business owners are in the same boat. They have this misconception of what their business is worth. They have this misconception of what it's worth based on their involvement with the business. And, and, and they're unfortunately making plans for the future based on that incorrect information. So if that person had, had built up his business so he had other plumbers out there doing work, other trucks out there moving without his involvement, even if he was still out there, you know, turning pipe wrenches, if there was other parts of the business that could continue on without him, we could have found some value there. But because he was the business, the business was worth zero. Typical business, even that has Employees where the owner is key to the business. They are the number one salesperson or all decisions go through them or you know, all operational things go through them. You are hamstringing your business in its operations. First of all, your business is much less effective, much less profitable and much less able to grow if you are the bottleneck, trust me. And number two, you're definitely hamstringing the value of that business. We just sold a business in Illinois, an interior design business, 20 year old business and the owner had, she was an interior designer so she was growing the business and of course she was integral to the business. Well, when she decided to sell she realized she needed to be stepping out. So she worked for a couple of years to extricate herself from that business. The last year before we sold her company, she took more vacation than she'd ever taken. She literally 50% of her time was out of the office on vacation. Guess what? The business generated more revenue and was more profitable than it had ever been without her in the office, you know, being the bottleneck. And that allowed the business to be sold for a really nice amount of money because she was not in control of the business and doing all those things helped her accomplish her goal. And now she's living a wonderful retired lifestyle because she did the right things there.
Scott Joseph
So I'm fortunate. I've, I've often said on here like I've got car dealerships, I've got, my first business was marketing agency. I've, I've done a very good job of elevating and delegating not because of thinking about exit as much as some of the things that used to excite me became mundane to me and I had to get the heck out of doing them because I was bottlenecking things and very similar story. I mean now once I removed, I've got an incredible manag partner and president at the agency and it's doing better than it ever has because I gotten the hell out of his way and no two headed monster and all that other stuff. But that's the whole reason I started V Ultra is because I got to a point where I thought oh wow, I'm, I've gotten to where I want to be. All this income's passive and I realized that's not what I thought it was going to be. That's not. And I think it took me a while to get out of the agency just because I didn't have that next idea yet. It didn't, it hadn't come to me yet. So. But it's interesting you say that I, I go back to the plumber, the story you talked about, that his business probably would have been worth something had he had not died, in other words, which he probably could have maybe not for the one and a half million, right, the three times the revenue, but if he had agreed, hey, I'll stay on for the next two, three, four years while we build someone else, he probably could have got something out of that. But you know, he probably wasn't thinking I'm going to pass away and, and not have in the entire revenue models destroyed with that. But that brings up another. If you do sell, I mean, do you really as a, as an entrepreneur or someone who's had no one telling them what to do and not being necessarily responsible to anybody other than your team? Well, now you answer to somebody and are you going to be good at that? And is that what you're, you're going to, Are you willing to live through two or three years of watching someone else run what you built while you're still involved? I don't know if I could do that.
Marty Fonker
Not everybody can. And it's a consideration you have to think about. And that goes back to the who do you sell your business to? You know, do you sell your business to somebody who, when they take it over, you know, you hand, you hand them the keys and you walk away, or do you sell your business to somebody who you're going to stay involved for a couple of years and you know, hopefully it's part of, you know, something, there's a reason you're doing that, a part of something bigger or whatever and you know, can you do that? Most entrepreneurs are unemployable for sure, as you've pointed out.
Scott Joseph
So I'd never hire me.
Marty Fonker
Oh yeah, I'm the same way. So that's part of your, your planning. Who's going to buy my business and what does the post acquisition situation look like and how does that fit my lifestyle? Because those are decisions you need to make for yourself. And so if you know that beyond a shadow of a doubt that I am not going to take orders from somebody else, then you probably don't want to sell to somebody that's going to expect you to stay on for a year or two years or three years post sale, you probably want to sell to somebody who want you out of the way and that's fine. So you know that and you're able to identify those buyers in advance.
Scott Joseph
So when is the right or wrong time to sell? I mean, at what point do you start thinking about it and planning for it?
Marty Fonker
So there's an old investing adage that is buy low and sell high. Interestingly, though, my experience working with thousands and thousands of business owners is they go the exact opposite when your business is doing its best. That's the last time most business owners think about selling their business. Most of them don't think about selling until something has happened where either they're burned out, the business is struggling, whatever else, and then they try to sell the business because they don't know how to fix it. And so most business owners buy. They sell low. And it's really, really frustrating because before I got full time in acquisitions, you know, I used to do a lot of advisory and consulting on. On growth. And a couple of times in my career, I identified the business that I was working with, and I might have been working with them for a couple of years or whatever. And I. And I looked around, I said, right now would be the time you'd want to sell this business. If you sell your business right now, it's worth so much money, and then you can take that and do something else with. And almost never does a business owner listen to me. And then a couple years later, they're like, I wish I'd have sold, man. Boy, that was the. And so there's this euphoria when businesses are doing really well that business owners get and they think that the uphill trend is always going to continue. And the reality is it rarely does. There are upside and downs with every business. And so what's the best time to sell? The best time to sell is when your business is doing really, really well. The better your business is doing, the more leverage you have and the more options you have. So that's tough for a lot of owners to think about, but I'm telling you, it makes a big difference. The other thing that we've noticed is once burnout happens, things start to go south really, really quick. And we've seen it time and time again where, you know, business is doing really well and everything's going great for a couple years, but, you know, the owners are working like Crate, and then one day they just burn out. And it is shocking how quickly things start to go south. And then they think they can turn it around, and then, well, we'll try this and we'll try that, and then, you know, they call me, you know, a year later, and their business is off by 60%, and they want to. And then they want to sell their business for a value that would have Been what it would have been a year earlier. It's like you've driven into the ground. So I went through. Is when the business is rocking and rolling is the best time to sell.
Scott Joseph
Yeah. I went with our agency. I went through a five year pivot. And the reason that pivot took so long is because three of those years, I was three and a half of those years, I was still thinking I was out, but I was still heavily involved and. But the reality was I was trying to transition out of being involved. Had nothing to go to. But in that process, to your point, the things that used to excite me no longer did. And it's not just burnout. When you lose that emotional drive to it, you better.
Marty Fonker
That is when you should. That's when you should get out. The moment you have.
Scott Joseph
That's right.
Marty Fonker
You wake up in the morning and you dread going into work, you dread going in. Then you need to start looking at why do I dread this? And is it time to move on to something else? Because that, that dread will infect your whole business if you, if you let it go too long.
Scott Joseph
That's right. And I'm fortunate. I often say I'm very lucky and I believe that I'm very lucky that I have a partner now that, I mean, he lives and breathes it more than I ever did. Even in my, so to say, prime of it. Right. Never seen somebody with so much talent and, and ability. So I just lucky with that. But that's not always the case. That's. That's hard to. That's hard to find.
Marty Fonker
Blessed is the right word.
Scott Joseph
It's not always within. So. All right, so, you know, you brought up something earlier when you were talking about kind of your journey. And in that second scenario when you guys did that alliance and merged. Right. Was it a merger or acquisition, whatever?
Marty Fonker
We acquired them. Yeah.
Scott Joseph
All right. And so most people think that that is only for bigger companies and bigger organizations, kind of. Can you kind of debunk that a little bit and talk us through that?
Marty Fonker
Yeah, absolutely. Thank you for bringing that up because that's true. Most people think they hear mergers or acquisitions and they think banks and airlines and, you know, big, big, huge things. The reality is acquisitions and mergers happen all day long in, in smaller businesses. So I'll go back to the, the plumber situation because you brought up a good point about, you know, had that plumber done something while he was still alive, there could have been value there. So the reason that I got a call from that plumber's wife was because we had talked to that plumber about a year earlier because I was working with a home services company to do what's called a roll up, which is where you roll up other businesses and you put them all into one to make the sum greater than its parts. So I was working with a client who was an air conditioning company, this is down in Texas, super seasonal business, right? Making tons of money. In the summertime when it's hot and everybody's air conditioner is breaking. In the wintertime, the phone's not ringing. So he called and said, well, we want to make our business much more, you know, season flat. So I'm looking at doing a roll up. So we helped him buy an electrical business, we helped him buy a plumbing business, we helped him buy a landscaping business, we helped him buy a plumbing, excuse me, a pool pool business. And basically we turned his company from an air conditioning repair company into a complete home services company. Now this isn't a super multimillion dollar, like you know, or multi billion dollar, whatever, you know, this is a company that was doing maybe $2 million a year. And we went out and for very little money out of his pocket, we went out and bought several other businesses and turned that into about a $10 million a year business, primarily through acquisitions. Could he have ever grown his $2 million a year air conditioning business buy to $10 million as a standalone? Probably not. He was kind of at his peak. He had his geography saturated. He had all the business he could kind of get with that business, that, that business. But it was seasonal, right? And so by going out and buying lots of businesses for, I mean, some of those deals we bought for 750,001 for like 1.1 million. We put all those together into one big a company. And now he has a really profitable year round revenue, year round profit, home services business that's worth substantially more than he ever would have. And this is just a guy who was an air conditioning guy who decided to do this and we helped execute that strategy for him. Any industry can do that. I don't care what business you're in, buy your competitor. Buy an ancillary business that's complimentary to your business. Look up and down your supply chain. Who do you buy products and services from? They might be somebody you want to acquire. Who buys products and services from you that might be somebody you want to acquire. There are opportunities for acquisitions and they don't have to be huge. My very first acquisition that I bought myself was a bookkeeping firm that happened to be the bookkeeping firm I worked with. And I said, hey, I have a couple of, you know, my businesses go through you. I know you're wanting to grow. You're a little three person firm. Now you're interested in growing. You've asked me to help you grow. What if I take an investment in your business and I help you grow? I put all of my deals through you. I recommend everybody else put their deals through you, and we help you grow. She said, great. So for not one penny out of my pocket, I took an ownership stake in that business, helped it grow. Eventually it got sold and everybody won. And that's an acquisition that, like anybody can do. I don't know anything about bookkeeping, but I knew there was an opportunity there, and so I did an investment in that company. So opportunities for acquisitions are everywhere. If you kind of open your eyes to it and look at the possibilities.
Scott Joseph
You said something interesting at the beginning of this, and that is you were able to acquire all these other smaller companies for very little cash out of pocket to this, to this owner, how talk to us? I guarant. That's got to be. Everybody listening or watching has got to be thinking that.
Marty Fonker
Yeah. So there's a couple of different ways of doing it. So way number one, especially in the United States, is to use an SBA loan. So if you buy your competitor, if they're a direct competitor with an SBA loan. Well, let me back up. Let's say you have an auto repair shop and you have the ability, the option of buying the building next door and expanding your shop. So you add more base. That, and you go to the SBA and you say, I want to expand my business, Will you lend me money to do that? And they'll say, yes. And they give you money to expand your business by adding more bays or whatever. Interestingly, what people don't realize is that if your competitor across the street is somebody you want to acquire, if you buy that business and they're a direct competitor, that's also an expansion loan. Well, guess what? The SBA doesn't ask for a down payment on that. They just give you the money to go do it. Just like if they gave you the money to expand your business, you know, they ask, they give you the money to buy new tractors and equipment. If you're a construction business, whatever, they just give you that money. There are expansion loans available that you can go up to $5 million with not a penny out of your own pocket. Buy your competition and fold it into your business. And now you've You've acquired up to a $5 million business without a single penny out of your pocket. That's the most, the easiest way to do it, honestly.
Scott Joseph
So, so the sba. So a couple of questions with that. How do those rates typically compare to the bank?
Marty Fonker
Oh, very favorable.
Scott Joseph
Okay.
Marty Fonker
Because they're government.
Scott Joseph
And then also they, they mentioned your, you mentioned that there were multiple businesses. I think you brought up landscaping and all the other things that got it rolled up into this. Do they limit how many of those loans or is it 5 million per or 5 million total? How does that work?
Marty Fonker
Yeah, so in the case study I gave you of the, the H Vac company in Texas, we did not use SBA for most of those. I'm talking about kind of a one off transaction if you find to buy your competitor. Okay. So SBA, it's a $5 million limit and that can be for a single transaction or it's basically a lifetime limit. So if you go out and buy a million dollar business with an SBA loan, a 7, SBA 7 a loan, you still have $4 million you could spend later, but they generally only allow you to do it once a year. So you could conceivably buy a $1 million business every year for the next four years without a single penny out of your own pocket with the SBA program. Or you can buy a $4 million business right out the gate, whatever the number is. But that must be only for a direct competitor of your business. Now the method we used for this Texas example that I gave you was we built a holding company and you talked about this plumber who, you know, would he have had value to the business had he come on board before he passed away? And the answer is yes. What we did with those deals is we said, look, we're going to, let's say your business is worth three quarters of a million dollars. We're going to, we're going to give you a quarter of $1 million upfront and the other half a million dollars we're going to give you as equity in the rolled up company that we're building. Your business as it sits right now is worth a 3x multiple, meaning it's worth three times the profits. So what? The company we're building, because it's going to have, it's going much larger, it's going to have year round revenue, it's going to have recurring revenue, etc. The company we're building is going to have a 12x multiple and we're going to sell that company to A private equity firm when it's all done being built. So what we'd like to do is we'll give you a quarter million dollars up front. The other half a million dollars we're going to give you as equity in our business and then that equity is going to increase in value at least 3 or 4x over the next 3 to 5 years and then we're all going to cash out. And so the value of your business goes from 3 times profits to 12 times profits by doing what we're doing. So we bought most of those businesses using equity as currency, and we're able to buy about $10 million worth of businesses for about a million and a half dollars in cash.
Scott Joseph
So let's talk growth. Let's shift directions a little bit. Although kind of on it now, let's talk growth a little bit. And when you talk about how you've went in and helped companies double their revenue without selling more. All right, that, that's the big thing. Are you talking about acquisitions or is there another strategy?
Marty Fonker
Yeah, yeah, yeah. So when we, you know, it used to be in the old days before I really had acquisitions as a tool, you know, I was a marketing consultant and I, I'm really good at marketing. I could help businesses increase their revenue substantially. But the reality is if you have a business that's doing a million dollars a year in revenue and you want to try and figure out how to get it to do $2 million a year, it's really difficult when you have that kind of initiative. You're probably going to spend more on advertising, which means, guess what, your advertising is probably going to be less effective because the more you scale your advertising, the harder it is to make it effective. You're probably going to have to hire more salespeople. Not all of them are going to work out, so you might have some bad hires. But overall, when you try and scale a business, especially if you try and scale a business rapidly, it costs more to do than just to stay flatlined. And so even if you doubled the revenues from 1 million to 2 million, more than likely your profit margins are going to go down. And that's what most businesses see. They don't. Nobody ever accounts for that. But the reality is, I think you'll agree, so if you doubled your business in revenue, let's even say over a two year period, it's probably going to be slightly less profitable revenue because it just costs more to do that. Would you agree?
Scott Joseph
Right. Oh yeah.
Marty Fonker
So, and it's risky and you don't know if it's going to work and you don't know if these new marketing initiatives are going to work, some of them are not going to, trust me. Some of the new salespeople are not going to work out, trust me. So what's a better way?
Scott Joseph
Growth can be expensive.
Marty Fonker
Growth can be very expensive. But instead what I say is you can do it a million dollars a year. You look around at your competition, find out who else is doing a million dollars a year at the same profit margin you have. If you're a 20% margin company and they're doing a million dollars a year at 20% profit margin. If you, if you acquire them and just put the two together overnight, you've now doubled the size of your business and you've, you've, you've still matched your profit margin and in fact, you may even be more profitable because there may be some redundancies there that you're able to save in, in economies of scale. And so overnight you can double your business, double your revenue and double your profits at a very low risk. Because if you buy a competitor, they're already existing. You already, they already have a track record, they already have existing customers, they already have existing revenue, they already have a system that's working or they wouldn't be your competitor. And it's much less risky than going out and trying new programs, sales initiatives or marketing initiatives, or everything else that may or may not work. If you buy your competitor, you know that what they're doing is working or they wouldn't be a competitor to you. So that's a strategy that most business owners don't think about and they think, wow, that seems really, really risky. But the reality is, is it more risky to put a whole bunch of money into unknown initiatives or is it, is it less risky to put money into leveraged money? By the way, because you buy that million dollar business, the most you're going to put down, the most you're going to put down is, is 10%. And the reality is you could probably put down zero and put that on top of your business and double it overnight. So why wouldn't you take that as a, as a potential option?
Scott Joseph
So let's talk a little bit about succession planning. I love what you said early on. 100% of business owners exit their business one way or the other. Right?
Marty Fonker
It's true.
Scott Joseph
So why is it so critical to have a succession plan in place? And then I probably more importantly, like, if you don't have one, how's it hurt?
Marty Fonker
Yeah, absolutely. This is something A lot of business owners don't think about. They think it's a long way in the future and that can come back and bite them. You do want a succession plan. Are you going to hold this business until you retire? Great. What happens then? Have you even thought about it? Who's going to take it when you retire? Is it, is it kids? Is it family? Is it key? Employees? Like, who is that? And you want to be thinking about that now, Even if that's 20 years down the road, you want to be thinking about that because things can happen that I call five D's and a B. Okay? Five D's in the B. Divorce, disease, death, debt, disagreements, which is partnerships. Yours, yours has gone well, luckily, but they go south a lot. And the B is burnout. Those things can happen whether you plan on it or not. So you know, you have insurance for your car even though you don't ever plan on getting into an accident. You have, you know, insurance for, you probably have a will for your life even though you don't plan on dying anytime soon. Most people don't have a succession plan for their business because they don't plan on leaving their business. But the reality is they're going to leave their business someday or another. The other thing is that if you do the things that it takes to get your business ready for sale, if you always have it prepared for sale, which means that you've, you know, exited yourself out of the day to day operations of the business, the business doesn't revolve around you. You've created streamlined processes, your financials are in good shape, you've done all the things that are needed to prepare your business to be sold. And at a moment's notice, in case one of those things does happen, you know, the five Ds and the B, like be prepared for those, guess what happens? Even if you don't ever actually exit your business, your business is going to be such more of a pleasure to own. It's going to be a business that you're working less in and making more money and enjoy owning. If you've done all the steps needed to prepare your business for sale. So there's no downside to preparing your business for sale. No matter what your plan is or how long you plan to keep the business, you should still do the steps you need to prepare for sale.
Scott Joseph
So you just said something I want to talk about a little bit. So I told you about how I went through a burnout phase and got emotionally detached. That made it easy for me to let Go when I knew I had someone in place that could take it and really run with it. Right, right. But what do you say to the person if their business is worth more, the less they're involved in, meaning in selling it. Right. What do you say to the entrepreneur that is just so emotionally connected and attached and they struggle letting go?
Marty Fonker
Yeah, and that's very common. I mean, for most entrepreneurs, you spend more time with your business than you do with your family or your kids or anything else. You know, especially if you've built something from the ground up, it's. And turned it into something that's successful, it becomes part of your identity. And the emotional aspects of selling a business are not to be ignored. And they are very important to think about. We, we work with clients who range from, you know, young software developers who are, you know, building and flipping businesses every three years to, you know, to owners who've had their business 20, 25, 30 years. And it literally is the, you know, their life's work and everything in between. The emotional aspect of it is something that needs to be considered. You know, businesses like to say, oh, all of our team is like family and stuff like that. And for some it's more true than others, and for some it's lip service. But in many small businesses especially, it's true because they actually are family. A lot of times you might have your kids working there or your cousins or your aunt might be doing the books or whatever else. And so that's a whole other issue that comes into play. But so some people, you know, their identity is wrapped up in their business and they may, honestly, they may never sell their business. They may never.
Scott Joseph
That's a good way to say it.
Marty Fonker
You know, they may literally die and you know they'll die at their desk. Right. And if that's you, fine. But what happens the day after you die at your desk? It's not a comfortable topic that we want to talk about, but what happens? Who's taking that business over? Are you leaving your family with a business that's unsellable and they think they're going to sell it for millions of dollars as part of your kind of, you know, succession planning or your financial planning for, you know, after you die, after you pass on. But does it have value? These are the questions you need to ask. It's okay if you never sell your business, like I said, you're going to exit your business one way or the other, but you better be prepared for all the options and especially make sure your family's prepared for all the options.
Scott Joseph
So when we were talking about how, how much a business is worth or how do you value it, you talked a little bit about intellectual property. If I've got something that first off, define what actual valuable intellectual property is, and then how does, how would a business owner go about leveraging that?
Marty Fonker
So valuable intellectual property would be legally protected patents or trademarks that have generated revenue in the marketplace. So a patent by itself has very little value until it's actually in use in, in the market. So let's say, let's say you have a machine shop, you know, you're a tool and die fabrication business and you have patented some processes that are your proprietary processes that allow you to do some very special things with, you know, CNC or something that's intellectual and you use that to create very specific parts for NASA. Okay, that's an example of potentially intellectual property because you're using a patented process or method, maybe a patented machine, to create something of value that people can only buy from you. That is intellectual property that has value. And that could be related to, like I said, a piece of equipment, a tool, a process, etc. What, what people misconception is they have a patent on something and the patent itself invariably has intrinsic value. And the reality is there are hundreds of thousands, if not millions of patent filed registered patents that have never, they're completely useless. Nobody's ever actually done anything with them. So intellectual property is generally something that like that. Generally it needs to be legally protected. Intellectual property that's not legally protected is worth much less trademarks. So everybody knows that like Coca Cola is, you know, a valuable as a trademark. Now why is Coca Cola valuable as a trademark? Because they have spent billions of dollars creating the ad campaigns to make it valuable as a trademark. So if you have a trademark that has no exposure, that has no value, and so you want to, you've got to have, you've got to have success in the marketplace with your intellectual property in order for that intellectual property to have value. Does that make sense?
Scott Joseph
Oh, 100%. So let's say someone in our audience hires you to either do some type of merger or acquisition. Okay, all right, let's, let me reverse it. Let me say someone has reached out to them because they want to buy their company, some type of merger or acquisition, and somebody in our audience hires you because they want to maximize the value of their business. What's that look like? What do you do? How do you set that up?
Marty Fonker
So either way, whether you're hearing this and you're like, oh man, I'd really like to, I like that idea of growing through acquisition and I want to go find some businesses to buy and grow my business. Or more likely because especially in certain sectors, you're getting calls regularly of people that want to buy your company. That's actually really common right now. If you're getting calls from people who want to buy your company. Yes. You want to bring in a professional to represent your side of the deal to make sure that you're getting the best possible outcome. If you, you know, because a, you don't know if it's a good deal or not, if you have nothing to compare it to, somebody, you know, calls you up and says, hey, I'll give you 2 million bucks for your business. And you're like, wow, that's great, I'll sell it. What if your business was worth 5 million and you don't know it because you didn't bring somebody in to tell you that? What if the terms were, you know, my very first deal ever? I mean, we sold it for a million and a half dollars. I wish I'd hired somebody to tell me, well, you really should probably only take half that in cash and half of that in equity because you'll make a lot more on the roll up that this company's doing. Nobody told me that because I didn't ask. So if somebody's calling you and wanting to buy your business, then yeah, you want to bring in an advisor for your side. And actually you need three advisors on any business acquisition. You need a legal advisor, you need a financial advisor, and that usually is going to involve tax planning. And then you need an acquisitions advisor. And I wouldn't do any deal without all three of them.
Scott Joseph
That's the one they probably leave out. Yeah. Like for instance, if, if. And I'll tell you, I'll, I'll say, I think the legal part, they probably all do. Right.
Marty Fonker
And horrible negotiators, by the way.
Scott Joseph
Yeah. So you got that. But then they probably eventually bring in the financial part, but usually later in the process than the financial guy would have liked to have been involved in. So because to do proper tax planning, right. There's different ways they need to start thinking about these things instead of getting out to the end of the year and say, hey, I sold that business, what do we do? And there's no time left to maneuver and do anything.
Marty Fonker
Yeah, absolutely, absolutely. And that's why it's critical you have all three of those components because your acquisitions advisor is going to help you maximize the deal. Maximize the value of the deal, the structure of the deal, and make sure that you're selling to the right buyer. Because, you know, just because somebody's offering you money doesn't mean they're the right buyer. But if now you're in a mindset to sell, maybe we need to go find a different buyer for you. That's going to be a better fit. Your legal advisor is obviously going to protect you legally and your tax advisor is going to protect you from a tax standpoint. And you absolutely want all three of those, and you absolutely want to engage all three of those as early as possible in the process. We like to be involved three years prior to an actual exit. That's our optimal time to be involved is three years prior.
Scott Joseph
Well, because they're going to look back at three years, right?
Marty Fonker
Look back, exactly. Perfect. Yep, you've got it. You've got it. So what does that mean for our audience? Well, in any acquisition, the last three years of your business are what's going to be investigated deeply in due diligence. If you, if the, if two of the last three years things were not great, but maybe just the last year you finally got straightened up, they're going to heavily discount the last two years. So one of the things that I always advise sellers business owners is, and one of the biggest mistakes I see is business owners who say, oh, I hardly made any profit at all on paper because that way it saves me taxes. Okay, great, guess what happens. That's called a tax mitigation strategy and it's very common with business owners and I hear it all the time. But what did we learn about earlier in this discussion? Businesses are valued on profit. So if you're doing everything you can to show little to no profit in your business for tax reasons, you're also killing your business valuation possibilities. So you need to look at it and say, okay, for every dollar I save in taxes, I may be leaving $5 on the table with valuation of my business. Does a tax mitigation strategy make sense? No, it doesn't. You need to three years in advance. You need to go to your tax professional and say, I'm getting ready to sell this business. I need to show the maximum profit I can for this three year period so that I can increase the valuation.
Scott Joseph
If I, let's say I hire you and of course I don't do this, but let's just say I hire you, aren't there going to be some non reoccurring expenses that maybe drove down profit that could be explained and Shown and say, listen, this is the selling price because of this. Because once you buy, these expenses may not be there.
Marty Fonker
Yeah, those are. That's different than tax mitigation, though.
Scott Joseph
Okay.
Marty Fonker
Yeah, those are called add backs. And that's right. We've seen them applied quite liberally. And of course, your job as the seller is to rationalize and justify as many ad backs as you can. And the job of the potential buyer is to argue against every single one of those as much as they can. It's all part of the fun of the dance of negotiations.
Scott Joseph
All right, so somebody's in our audience. They're either thinking, you know, preparing to sell and. Or really want to explode. Growth. Growth. What's the one piece of advice you want to give them?
Marty Fonker
I'm going to give different advice to each one. So if you're looking to grow your business through acquisition, the one piece of advice I would give you is do not do that unless your business is operating smoothly. Buying another business is not a band aid to cover up the flaws in your current business. Only do it if your business is rocking and rolling smoothly. Then build on top of that. But if you still have work to do in your own house, don't go buy another one.
Scott Joseph
That's great advice.
Marty Fonker
And then for people who are thinking about selling their business, prepare at least three years in advance, period. And so three and three. Right. Have three people involved and prepare. Start the process three years in advance.
Scott Joseph
Awesome. Marty, I got to tell you, I was excited. I knew this was going to be a good episode. Good show for everybody. I want to thank you a lot for sharing your wisdom, your insights. Exciting, man. I. If a business owner. Well, we've talked about it. I mean, if a business owner isn't thinking about this, like you said, 100%, at some point, exit. They need to start. And if nothing else, if they're prepared to sell. Right. Or in your case, got their business so healthy that they're in a good spot to acquire and. And really boost growth. Whether they do either, they win.
Marty Fonker
Right? Right. You can't. You can't lose by doing what I'm telling you to do.
Scott Joseph
So I absolutely love it. A lot of good stuff in this. This is an actual. This is one of the best episodes. I. You know, what I loved about it is you were so specific with what you shared. You know, actionable stuff. And, and I. To me, that's at least when I'm listening to a podcast, that's what I look for. What can I walk away with? Write down and be like, all right, I got to do this, I got to do this, I got to do this. And you gave us that. So I really appreciate it. For those of you in the audience. Yeah. Whether you're listening or watching us, and you want to explore the value of your business, correct me if I'm wrong on this, Marty, but you offer a free, literally no obligation business valuation and I want to make sure I get this right. Is westbound road.com correct?
Marty Fonker
Yes. Yep. Westbound road.com so go there.
Scott Joseph
No obligation. He will help you with the value of your business in terms of determining what that is. So make sure you check it out and, and figure out what your business is currently worth and then more importantly, what it could take to double, triple, quadruple, or, you know, multiply that. So, and as always, if you haven't done so already, make sure you subscribe to me plus ultra@me plus ultra.com and by the way, Marty, we will put westbound road.com so if someone isn't in a position, maybe they're driving and they don't want to write that down and have trouble remembering, if they go to me plus ultra@me plus ultra.com we'll have it in our show description so they can have an easy link to you as well.
Marty Fonker
Sounds good.
Scott Joseph
So make sure you do that and then also go to YouTube me +Ultra Network and subscribe to us there. That way you stay up to date on all our upcoming shows and interviews with top business leaders like Marty here. I want to thank everybody for tuning in and we'll see you next time on Business Bourbon and Cigars. Cheers everyone. Thank you so much for listening to Business Bourbon, Bourbon and Cigars. If you enjoyed this episode, share it with other business owners and friends. And if you haven't already, make sure you subscribe to the show on YouTube and your favorite podcast player. My goal is to bring you conversations each week that challenge you and give you a no nonsense approach to growing your business. Make sure to join me next week on Business Bourbon and Cigars. And for more information on our latest episodes, masterminds and events, head to business bourbon cigars podcast.com Again, that's business bourbon cigars podcast.com.
Episode Overview
In this compelling episode of Business Bourbon & Cigars, host Scott Joseph delves into the intricate world of buying and selling businesses with seasoned mergers and acquisitions expert Marty Fonker. Titled “The Do’s and Don'ts of Selling Your Business,” the episode offers invaluable insights for entrepreneurs contemplating the future of their enterprises. From understanding business valuation to strategic growth through acquisitions, Marty shares practical strategies backed by real-world experiences.
[00:42 - 02:44]
Marty Fonker, a distinguished marketer with over three decades of experience, specializes in growing and scaling businesses through mergers and acquisitions. With expertise spanning more than 20 years, Marty has facilitated the scaling of businesses to over $1 billion in revenue and has managed over $400 million in M&A transactions. His extensive background makes him an authoritative voice on the subject of business exits and growth strategies.
[03:19 - 16:47]
One of the central themes Marty addresses is the valuation of a business—a topic that often confounds many entrepreneurs. He emphasizes that “businesses are valued on profit, not revenue” ([16:47]).
Misconceptions About Valuation: Marty debunks the common belief that businesses can be valued similarly to real estate, using simple comparisons like house comps. Instead, he explains that business valuation is multifaceted, depending on the buyer’s intentions and methodologies such as cash flow, SDE (Seller’s Discretionary Earnings), or EBITDA.
Importance of Professional Valuation: Marty advises engaging professionals to assess business value using multiple methodologies to obtain a comprehensive valuation range ([13:55]).
Impact of Owner Dependence: He highlights a critical point: “the more valuable you are to your business, the less valuable your business might be” ([07:33]). If a business heavily relies on the owner, its market value diminishes because the business cannot sustain itself independently of that individual.
"If you take leave of that business, the value of the business goes with you and therefore you have not much to sell." — Marty Fonker [14:20]
Case Study: Plumber’s Business
Marty recounts a poignant example of a small plumbing business whose value was entirely tied to the owner. After the plumber's untimely passing, the business had negligible value beyond the tangible assets ([16:47]).
[27:16 - 39:49]
Marty introduces the concept of a roll-up strategy—acquiring multiple smaller businesses to create a more substantial, diversified entity.
Texas Air Conditioning Company Example: Marty describes transforming a seasonal air conditioning company into a comprehensive home services business by acquiring electrical, plumbing, landscaping, and pool businesses. This strategy elevated the company’s revenue from approximately $2 million to $10 million annually, showcasing the power of strategic acquisitions.
"We turned his company from an air conditioning repair company into a complete home services company." — Marty Fonker [00:02]
Financing Acquisitions with SBA Loans: He explains how Small Business Administration (SBA) loans can facilitate acquisitions with minimal personal cash investment. SBA loans offer favorable terms, allowing business owners to “buy up to a $5 million business without a single penny out of your own pocket” ([31:27]).
Holding Company Structure: By creating a holding company, Marty and his team could offer partial equity to existing business owners, enhancing the acquisition's attractiveness and scalability.
Benefits Over Organic Growth: Acquisitions provide a lower-risk pathway to doubling or tripling revenue compared to traditional growth methods like increased marketing or hiring, which often incur higher costs and uncertainties.
"Overnight you can double your business, double your revenue and double your profits at a very low risk." — Marty Fonker [38:09]
[22:45 - 26:22]
Marty stresses the importance of “selling when your business is doing its best”, contrary to the common tendency to sell during downturns or burnout ([25:25]).
Sell High, Not Low: He advises entrepreneurs to “do not think about selling until your business is doing really well”, as this maximizes leverage and valuation.
"The best time to sell is when your business is doing really, really well." — Marty Fonker [25:25]
Avoiding Burnout: Marty recounts how burnout can rapidly diminish a business’s value. He shares a story of an interior design business that flourished once the owner stepped back, making the business more attractive for sale ([19:17]).
Planning Three Years Ahead: Preparation should begin “three years in advance” of an intended sale to ensure the business is optimized for maximum value and to mitigate risks associated with unexpected exits.
[39:49 - 45:09]
Succession planning is crucial for a seamless business exit:
Defining the Plan: Entrepreneurs must decide whether to pass the business to family, key employees, or external buyers. Marty highlights the risks of not having a succession plan, which can lead to issues like “divorce, disease, death, debt, disagreements, and burnout” ([40:02]).
Streamlining Operations: By preparing the business for sale, owners create a more enjoyable and profitable enterprise, regardless of whether they ultimately sell it ([42:30]).
Emotional Detachment: Marty acknowledges the emotional challenges of selling a business, especially for those whose identity is intertwined with their enterprise. He advises separating personal identity from business operations to facilitate easier transitions.
"Businesses are part of your identity, and the emotional aspects of selling are very important to think about." — Marty Fonker [43:10]
[45:09 - 47:55]
Intellectual property (IP) can significantly enhance a business’s value when properly utilized:
Defining Valuable IP: Marty clarifies that “valuable intellectual property would be legally protected patents or trademarks that have generated revenue in the marketplace” ([45:34]). Examples include patented processes or well-recognized trademarks like Coca-Cola.
Maximizing IP Value: To leverage IP effectively, it must be actively used in the market and legally protected. Unused or unprotected IP holds little to no value.
"A patent by itself has very little value until it's actually in use in the market." — Marty Fonker [45:34]
[47:55 - 53:53]
Marty outlines steps to enhance a business’s value prior to sale:
Early Engagement of Advisors: Engage a legal advisor, financial advisor, and acquisitions advisor “as early as possible”—ideally three years before the intended sale ([50:02]).
Avoiding Tax Mitigation Pitfalls: Entrepreneurs should not artificially reduce profits to save on taxes, as this adversely affects business valuation. Instead, focus on maximizing profit through strategic financial planning.
Negotiation Strategies: Understanding add-backs and preparing for due diligence are essential. Marty emphasizes justifying non-recurring expenses that may have reduced profit but do not detract from the business’s sustainable earnings.
"Businesses are valued on profit, not revenue." — Marty Fonker [47:55]
[54:10 - 54:55]
Marty offers tailored advice based on entrepreneurs’ objectives:
For Growth Through Acquisition: Ensure your business is operating smoothly before pursuing acquisitions. Acquisitions should build upon a stable foundation, not compensate for underlying operational flaws.
"Do not do that unless your business is operating smoothly." — Marty Fonker [54:10]
For Those Preparing to Sell: Start preparation three years in advance, involve key advisors early, and focus on creating a robust, profit-driven business.
"Prepare at least three years in advance, period." — Marty Fonker [54:38]
Scott Joseph wraps up the episode by highlighting the actionable strategies shared by Marty Fonker. Emphasizing the importance of proactive planning, strategic growth through acquisitions, and meticulous preparation for business sales, Marty’s insights equip entrepreneurs with the knowledge to maximize their business’s value and ensure a successful transition when the time comes.
"You can't lose by doing what I'm telling you to do." — Marty Fonker [55:40]
For those interested in exploring their business’s value or seeking expert guidance on mergers and acquisitions, Marty invites listeners to visit westboundroad.com for a free, no-obligation business valuation.
Key Takeaways:
Resources Mentioned:
Subscribe and Stay Updated
Subscribe to Business Bourbon & Cigars on YouTube and your favorite podcast platforms to stay informed about upcoming episodes with top business leaders. For more information on masterminds and events, visit businessbourboncigarspodcast.com.
Final Thoughts
This episode stands out for its depth and practicality, offering entrepreneurs clear, actionable steps to navigate the complexities of selling and scaling their businesses. Marty Fonker’s expertise provides a roadmap for maximizing business value, ensuring that entrepreneurs are well-prepared for any eventuality.
Cheers to your business growth and success!