July 8, 2025 • 39 mins
Today, I’m excited to bring back a guest whose first episode was one of the most listened to of Season 1 and in May this year, it topped the charts again as the most streamed episode on Spotify.
Loren Vandegrift is a partner at Business Exits and has brokered over $500 million worth of business sales in just the past five years. He’s also no stranger to the founder journey himself... he previously built and led a couple of tech strategy consulting firms. But it was actually a bad experience selling his own company that motivated him to jump into the world of M&A, determined to give other entrepreneurs a better path than the one he faced.
Full disclosure: Loren was my business broker when I sold my last company in 2020. Because that experience was so positive, we’ve kept in touch, and I’m lucky to now call him a friend. In this episode, we talk about how business brokering has changed in just the past year and a half, and what current trends buyers and sellers should be paying attention to.
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Transcript
Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
Speaker 1 (00:08):
Welcome back to how I Built my Small Business.
I'm your host, anne McGinty.
Today, I'm excited to bringback a guest whose first episode
was one of the most listened toof season one.
Lauren Vandegrift is a partnerat Business Exits and has
brokered over $500 million worthof business sales in just the
(00:28):
past five years.
He's also no stranger to thefounder journey himself.
He previously built and led acouple of tech strategy
consulting firms, but it wasactually a bad experience
selling his own companies thatmotivated him to jump into the
world of mergers andacquisitions, determined to give
(00:49):
other entrepreneurs a betterpath than the one he faced.
Full disclosure Lauren was mybusiness broker when I sold my
last company in 2020.
Because that experience was sopositive, we've kept in touch
and I'm lucky to now call him afriend.
In this episode, we talk abouthow business brokering has
(01:11):
changed in just the past yearand a half and what current
trends buyers and sellers shouldbe paying attention to.
If you've been tuning in, youknow this show isn't about
selling anything.
It's about sharing meaningfulstories and learning along the
way.
If how I built my smallbusiness has brought you any
(01:35):
insight, inspiration or evenjust a spark of curiosity, there
are a few simple ways you cansupport the journey Follow the
show, share your favoriteepisode with a friend or leave a
quick review.
Each one truly helps me growthis show.
Thank you, let's get started.
(01:55):
We spoke about a year ago, soso much has happened.
What are you seeing as beingthe biggest shifts in the small
business market?
Speaker 2 (02:06):
Yeah, we've had, oh my goodness, a lot of stuff has
happened.
You know, at its core it's themost of the stuff remains, true,
but we are in a bit of adifferent phase here, just
because I think way back when wetalked, my interest rates had
already kind of gone up, butthey've been stubbornly staying
quite high and it's just led tojust a different way that we do
things, different processes.
(02:27):
You know, I think it was allstarting to happen before but,
like you know, some things arechanging around SBA rules and
things are tidying it up.
There's a lot of shifts in thegovernment and how they're
running and the whole Doge stuff.
And you know it's nothingpolitical but just trying to
sort of have people understand,like how and what is flowing
from the government in terms offunding things right, and so,
especially on the small businessside, a lot of these SBA loans
(02:48):
and stuff, they're still flowing, money's still flowing, don't
get me wrong but it's shifting,it's getting tighter, it's like
it's a moving target all thetime, which has its own
challenges but also its ownrewards too, because there's
also a lot of really coolbusinesses that are doing a lot
better than they would have beenback last time we spoke.
Speaker 1 (03:04):
So some are winning and some are losing.
With the interest rates beingstill slightly elevated, I mean,
they're not as bad as what theywere.
What exactly does that do toyour world as a business broker?
Speaker 2 (03:15):
It does a few things.
One is that in some waysvaluations have had to come down
a little bit and other sidesthey've come up.
E-commerce businesses have losta ton of value because not only
is it tariff concerns, imports,manufacturing concerns, costs
of goods, all that stuff, it'salso people's fear.
You know, since we spoke I meanit's starting then but a lot of
(03:37):
people were buying Amazonbusinesses like crazy.
A lot of these like privateequity groups and people are now
like allergic to anythingAmazon because they're worried
that you're going to lose yourshirt on that.
And there are exceptions alwaysright.
But that's one thing that'sreally shifted a lot.
And then sort of how and whatwe fund and the and the
multiples, all this stuff issort of kind of shifting all
around.
But then on steel businessesthat use American made steel or
(04:00):
businesses that deal withtransmissions auto transmissions
where they rebuild autotransmissions Well, that's doing
really, really well, becausethe market two years ago would
have told me that you know,everything is EV, like fixing
transmissions.
They would have tried to makean argument for a lesser price,
whereas for me now those onesare now doing really well
because people are worried aboutthe price of tariffs and used
(04:21):
car costs, and so people aregoing to keep their cars longer,
and so now there's a huge rushon this business.
As an example, or I have a onethat does non-emergency medical
transportation and that's beenreally successful because it's
sort of completely separate fromanything going on on the macro
world stage right, all kinds ofshifts happening.
Speaker 1 (04:40):
What other industries are resilient in this current
economic environment?
Speaker 2 (04:45):
To hark back to the previous episode, hvac companies
.
We've mentioned that Really itis.
I mean that remains true, youknow.
That has not changed right?
Is service businesses ofdifferent kinds are still really
wanted and needed and they'restanding the test of time.
Through all this stuff, thestalwart remains just different
(05:05):
kinds of businesses that servicepeople's needs, whatever they
are.
So, whether it's autotransmissions, hvac or asbestos
remediation another good one,you know and I guess the other
thing is people are rolling moreequity.
They're actually keeping apiece of their business more
these days.
Speaker 1 (05:22):
Like a private equity deal.
Speaker 2 (05:24):
Any deal, even with regulars.
I mean now actually SBA.
Sba has changed some rulesaround that, which is actually a
struggle, but that's like twoweeks ago With private equity
deals or anyone that the ideathat if you keep some skin in
the game, even if you're notworking day to day let's say,
you want to sell your business,well, I'll really recommend that
you actually keep 15 or 20%because A the market shifted, so
(05:45):
if you roll equity, you'regoing to get more cash upfront
instead of having more structure, which we can talk more about
like deal structure.
And the other reason is thatthere are just people that are
really good at buying businessesand scaling them and so if you
can give someone the reins andstay on the board, you know and
be there for you know moralsupport basically not their
day-to-day A lot of people canreally take these things and run
(06:07):
with it right now and followthis model and playbook and that
you can have this second exitdown the road that can be as big
or bigger than your first andthat's a real powerful way to
get some money off the table,get your life back, enjoy your
family, but also then be able tosee this thing that you build,
grow and kind of profit fromthat yet again when it's sold in
three, five years, whatever itends up being.
(06:29):
What's funny is what I'veexperienced with people that
I've strongly encouraged to rollequity because it meant likely
they were getting more cash andthat there was a reason.
All of them universally havesaid you know what it turns out
when I only own 10% or 15% ofthe business.
It's more like a stock and it'ssomething I care about.
It's like watching a stock andnot something I have to really
be as invested in.
But I also feel like I have apiece of what was other than my
(06:53):
family and the most importantthing in my life.
And the other thing if,tragically, something happens
and the business falls apart,you still got 85, 90% of the
money anyway, right, and so it's.
It's almost just like a littlechip, like a poker chip or like
a part of a diversifiedportfolio.
That's how people end up kindof thinking about it and and I
like that a lot, especially now,like as things are changing
(07:15):
interest rates are going higherfor a buyer to know that you're
willing to keep invested in thething that you built.
It gives a lot of goodwill andit just makes for a better sale
overall and I think it leads tojust like a better, more bonded
buyer and seller Having somebodyput their equity where their
mouth is about their businessand what they say, because no
(07:35):
one's saying, oh, hey, 2025 hascome and I see the writing on
the wall.
I had everything going and it'slikely going to kind of stay
flat or go down Like no one'sgoing to say that.
Everything going and it's likelygoing to kind of stay flat or
go down Like no one's going tosay that Right, and so if you
can say, hey, I'm willing toleave 15% on the table.
And sometimes too, the way thatequity and leverage works is
that if they put debt on thebusiness, you can leave 10% of
(07:56):
the money and end up with 15 to18 to 20% of the business
because you become like anequity investor.
So it's sort of separately fromwhat the debt you put in the
business.
So often you'll you'll end upwith more equity than the money
you left.
It's not like you leave $2million on a $10 million deal
and you have 20%.
It might be that that 20% isit's being 34% because of how,
(08:16):
how much debt that they put onthe business, which of course,
that's a whole otherconversation for another,
another, another podcast, Iassume but you can end up with
quite a lot of equity.
It's just a better deal overall.
Speaker 1 (08:27):
When you structure these deals, does it mean that
there is a guaranteed exit dateor the seller is on the hook for
the remaining equity until thatbuyer decides to sell it again?
Speaker 2 (08:43):
It all depends on how you structure it.
Generally, you are sort of atthe whim.
Your control level goes.
Really, I think the thing tothink about it is that you want
to believe in the buyer.
I really care a lot more aboutwho is buying, not just how much
they're buying for.
It's more important than themoney part often, because that's
what matters in the long run tomake this a whole successful
(09:04):
thing.
Speaker 1 (09:04):
For the sustainability Right.
Yeah.
Speaker 2 (09:06):
And I've talked about this before.
Like you know, the no assholespolicy that I had, and like the
shared incentives and all thatstuff.
That all remains true, but Inow mean it even more because
with the world equity and withthese different things, like you
are your legacy more, I thinkthat that side of it I weigh a
lot heavier than I did even backwhen we talked before,
especially as things are gettingharder in the market, as
(09:26):
interest rates are going up andpeople are uncertain and tariffs
and all these things that arejust happening.
It's just how do you navigatethat and with that uncertainty,
what you need is a real, a realtrust in in the other party.
At Transmission Business, wehave a ton of offers right now.
I'm really looking at at thewho, not the number, more than
anything before, and we're luckybecause we have a lot of offers
(09:47):
.
So it's a nice place to be in.
Sometimes we're not that luckyand it's more of an if, but it's
just something I think about.
Speaker 1 (09:54):
The right fit?
Yeah, yeah.
So right now and this might bea hard question for you to
answer, because I know that maybe a conflict of interest,
considering that you representsellers often but would you say
that it is a seller's market ora buyer's market?
Speaker 2 (10:08):
Gosh, that's interesting.
It depends because of what Iwas saying about what's popular
and what sells has reallyshifted.
But it's probably more of abuyer's market.
If you can buy, if you can getthe financing, I mean, sadly,
it's a really good buyer'smarket.
If you're one of those peoplethat has a lot of money and can
(10:28):
go and buy things on the cheapand grow it.
I mean, if you have cash in thebank, it is your market.
So on the flip side, I mean as aseller, I think you have to
look at the realities of whatsomeone's payment is going to be
when they buy you.
If someone buys your business,that is doing a million dollars
in profit, let's say and it usedto be that the debt service,
like the amount you paid monthlyon your bank payment, would be
(10:50):
you know three or 400,000 ofthat.
So you had all of this wiggleroom to pay off seller notes, to
pay more people, to investmoney in growing all that, and
now it's like you know six,700,000 and you have taxes and
if anything goes wrong, you'remuch closer to the metal.
So I think there needs to be alot of understanding as a seller
of what your buyer will dealwith Cause.
(11:12):
You're like hey, so what if mymillion dollar a year profit
business goes down to 800,000 or600,000, it's fine, you're
still making all that money.
Well, it's like you might be,but your buyer is actually
underwater because they have tomake that debt service Right.
And so you really have to thinkabout on both sides the buyer
and the seller like what thereality is.
Given that things are settling,businesses aren't just sort of
(11:34):
growing.
I guess I would say it's abuyer's market if I had to pick.
But I think that that trulydepends on how you view it,
because in some levels it's muchharder to be a buyer, because
if you sell your business you'relooking pretty good.
The flip of it is a buyer,right, they'll cry poor, but
when interest rates shift in two, three years, if they survive,
(11:55):
they might be able to refinance,and then they've got a business
for way cheaper than they wouldhave five years ago, right.
So it might be some pain now,but that can all get shifted
because things can be refinanced.
You really have to look at itfrom all sides now in a way
where before it sort of allworked and mathed so it didn't
matter as much, you know.
Speaker 1 (12:14):
Yeah, it's similar to mortgages and buying homes.
Speaker 2 (12:17):
Yeah, oh yeah, very similar to that yeah.
Speaker 1 (12:19):
Yeah, so is it typical that valuations go up if
interest rates go down?
Speaker 2 (12:24):
Yes, exactly Because more can be afforded.
So, yes, that is absolutelytrue, as a business that was
doing a million in EBITDA willsell for more when the interest
rates are lower, because you canpay for that much more business
for that price.
Speaker 1 (12:37):
Right yeah, and beyond the seller retaining
equity, are there any othercreative financing options
available that you've seen,given that it's harder to get an
SBA loan or that it's harder toprocess one?
Speaker 2 (13:01):
if you believe in them and you're willing to
finance some of it, you can getsome decent interest and get
creative and get maybe moremoney over time and then you
have more chances to makesmarter tax planning moves.
For instance, like a lot oftimes if you get paid out over
time you can kind of pay a lowertax rate potentially, which is
helpful.
So there are differentstrategies, right.
So we are doing definitely moreseller financing at times.
Equity roles, seller financingthere's a concept of an earn out
(13:24):
, but you know people are prettyallergic to this idea that
portion of your business salesis dependent on how it does in
the future.
Because I'm sure and can speakto this, but nobody wants to say
, hey, when I sell the business,I can't control what you do, so
why should I be paid off of, ofsomething I can't control?
Does that sound familiar?
Speaker 1 (13:43):
That's how I felt.
Yeah, yeah.
Speaker 2 (13:46):
And it makes sense, and I've seen examples where
they absolutely have taggedthings.
But so what I'm doing more now?
Let's just say I want to get ahigher price.
Well, it used to be like hey,we have to grow 15% a year or
20% a year in order to get yournumbers.
And sometimes now I'll dothings where it's like you have
to stay more or less flat onrevenue, right Like?
Or things have to be down lessthan 10% to get more money.
(14:09):
Or I do a thing where you makea bonus to get more money than
asking based on the earn out.
So it's less of a penalty andmore of like a hey, if the
bottom doesn't fall out from ushere.
There's obviously an inherentrisk in that, but I think that
if you're selling someone, yourbusiness, and they're giving you
a lot of money, I think thatit's a reasonable expectation to
say it's not going to drop toobadly.
It's tricky, but there are.
(14:29):
We are definitely getting morecreative and I think that'll
shift as interest rates go down.
It'll go back more to thetraditional model, but it's
definitely something that wethink through because, at the
end of the day, I need everybodyto be happy in the business to
be successful and 90% of thetime it works out that way, even
with this kind of structure.
Because, also, no, no one who'sbuying a business doesn't want
(14:50):
to pay the earn out.
Right, because if you have abusiness, you have all these
employees that love you, right,and then let's just say you have
an earn out and then you don'tget it and somehow the buyer
screws you out of your money.
You're probably going to tellthose employees, right, and
those employees are going to beunhappy.
And this doesn't happen in avacuum, like there's no buyer
that doesn't want to pay theearn out, because if an earn out
happens, it means the businessis doing better or things are
(15:11):
going great, right, and everysingle buyer would rather pay
that earn out happily knowingthat they've bought a success,
than somehow, like nickel anddime and fluff the numbers and,
like you know, buy some secretmaterials to just get under that
threshold, like the bad willthat that would have on both the
relationship with the seller,who you want to keep right, and
the employees and the people.
(15:31):
Like all of that.
People really only aren'tpaying their earnouts when
things are actually really goingbadly.
Again, I represent sellersalmost exclusively, but I am
also a buyer, also in businesses, and I partner with people and
I put deals together more nowwhere it's, you get the equity
and the operator and the debtand you kind of putting it
together and to make a businessas hard a successful business to
(15:53):
sell.
It is easy, relatively speaking, although it's no cakewalk, but
then as a buyer you have todeal with a whole bunch of
things coming into something.
You can't just buy three incomeproducing businesses and go,
hop on a plane and be gone forsix months unless you're a
Hamaginty.
But it is an incredible vehiclefor wealth and growth.
But it also is really hard andtricky and it takes a lot of
(16:15):
your life, energy and you haveto find people that you can
trust.
And this is all stuff that isnot said or explained in these
TikTok reels showing peoplehanging out on the beach as
their laundromat produces 500grand a year for them.
You know.
Speaker 1 (16:29):
For anybody that's listening in, who is hearing
that entrepreneurship or buyinga business is hard.
They also have just as manydifficulties in their careers.
Oh for sure, or?
Speaker 2 (16:42):
for me, like the one I see now, is I have a lot of
these friends that you know withAI and things.
They're VPs or senior directorlevels at tech companies and
they're being laid off and theyhave really expensive mortgages
because a lot of them live inCalifornia and they don't have
the flexibility you know.
If you have a business and thebusiness goes down, it's likely
not going to zero, right?
(17:02):
It's a lot scarier to lose yourbig corporate job that you've
been at for 20 years than it isto have your profits go down by
20%, right?
So that's true too is like thesingle point of failure.
Speaker 1 (17:14):
Yeah, I don't know if you heard recently that Google
is doing voluntary buyouts,which we all know is in
preparation for probably massivelayoffs.
So this AI piece is going tochange a lot.
What we think we're doing todaywith AI is going to look so
primitive in a year.
Speaker 2 (17:30):
Totally, I'm a total optimist about everything all
the time and even I get a littlescared about it.
I find it to be supremelyhelpful in what we're doing
because it makes us better atour jobs and I find it to be
something that, like, enhancesus as brokers and the service
that we can provide for people.
I record most calls that I havewith permission, obviously
right, and then I give anyto-dos or tasks that I've agreed
(17:53):
to do or what we do, or followup, and then it creates all
those tasks, not only as abroker.
But I'm building software thatutilizes AI around the deal
process and actually gettingfrom the letter of intent being
signed saying, hey, this is whatI'm going to pay for your
business, to getting that moneyin the bank.
Like that is a really hardprocess and it can fall apart
easily.
And so I'm building softwarethat utilizes AI to kind of
(18:15):
track a lot of that, to collectthe documents to, to work with
financial institutions, to pullthe reports to, to, you know, to
do all these things that killdeals, because that's the
hardest part is like getting ontop of these different illegal
and the financial and theinsurance diligence and all this
stuff.
So that's stuff that I'm I'mworking on sort of separately
from my broker role, justbecause that's the point of
(18:36):
failure in any M&A transaction.
So we've been using a lot ofthat for helping on that front,
because it's hard.
It's hard to get a businessclosed.
Speaker 1 (18:44):
Yeah Well, so touching back on AI and the
changing job prospects, how doyou feel about younger people
buying a business instead ofgetting a corporate job?
Speaker 2 (18:53):
To your point, buying a business makes a lot more
sense often than working in acorporate job.
But at the same time I get alot of kids trying to buy a
business that have no rightdoing it because they have no
business experience and theydidn't go to school and get
training and they think they canjust sort of be good at
business.
But it turns out you need toknow how businesses work and how
to sell things and communicatewith people and call people on
(19:16):
the phone and know what a profitand loss statement is and learn
about accounts receivable andaccounts payable and all of
these things that you need torun a business.
And there's a whole bunch of 22year olds that have been given
$300,000 from mom or dad and meta guy at a business school
training and they think thatthey can buy a business.
(19:36):
You know, it's all sides.
It's a shifting landscape.
Speaker 1 (19:39):
Fair point.
So basically graduate fromcollege, get some experience
work for some other smallbusinesses, then go and buy a
small landscape.
Fair point.
So basically graduate fromcollege, get some experience
work for some other smallbusinesses, then go and buy a
small business.
Speaker 2 (19:48):
Exactly, and the college thing might even be.
I just went to my collegereunion and my campus is
actually being merged withanother one because enrollment's
so down.
But it costs 70 grand a year.
When I went there it was 38 andit was that was like the most
expensive college in the worldand so that I think that is
shifting.
But then I think getting thetraining and actually looking at
how these things work andbusinesses and like learning I
(20:10):
always complained about how wenever actually learned any
practical skills or math Likewhy am I learning calculus when
I can't balance the books or thebudgets, and apparently that is
shifting.
I'm hearing from parents nowthat kids are learning, at least
in some schools, more, morepractical skills like that,
which I think is really goodbecause used to be programming.
Now that's going to be goingout of the way.
So it's nice to know that thereare some people that are
(20:32):
learning the right skill setsfor entrepreneurship and
business.
Speaker 1 (20:35):
Well, I sure hope so, because my son for his eighth
grade graduation.
He was speaking at the podiumand he's funny but he's very
thoughtful and he said hethanked his teachers for
teaching him what he considersto be a whole bunch of useless
information that he believeswill help him in his adult life.
Speaker 2 (20:53):
In eighth grade.
He did that.
That's amazing.
That's amazing.
I mean that is.
I mean I went to a liberal artsschool.
Right here I am doing M&A infinance, but for me it was, you
know I did.
I learned how to think, youknow.
I thought that was actually themost meaningful ever because I
actually know how to thinkthrough and execute a problem
and if you really are trainedhow to think through stuff, then
(21:13):
it makes you, I think, able todo anything, you know.
You know I said I remember Isaid on that last podcast we did
that I made a quip about howyou know, if you spend a year
locked in a room, you could beanything.
You know, you could be a rocketscientist or whatever.
And I people, a lot of peoplelike made fun of me for that
because they're like it's nottrue and I was like well, I mean
I was maybe being a littleinflammatory, but but at the
(21:35):
same time, I think that youreally can put your mind to
something, learn how to dopretty much anything Like.
I kind of stand by it, eventhough I got a lot of flack for
it.
Speaker 1 (21:44):
Well, so okay, back to like business brokering.
Speaker 2 (21:47):
I know on the last podcast you and I talked about
like people who were importingdead rats, stained glass window
companies, hvac, a few timesWould have been some of the most
interesting businesses thathave crossed your table over the
(22:18):
last 18 months employees in insome place in Ohio in two days
and they can go and make ithappen.
They can go and hire that manypeople instantly.
They can just go and be likehey, go to this set of people
and say we need these manypeople, get bodies like just get
tons of people and it's not notthe highest skilled labor but
labor nonetheless and theirability to sort of go anywhere
in the country and put up awarehouse in two weeks solve
(22:40):
really big, big scale problemsfor people fast.
But that was really interesting.
Just because I'm used tothinking about tech companies
and what people can do virtuallybut to be able to physically
manifest that kind of a thing Ithought was so cool.
I'm selling a business rightnow that's in the medical space,
selling hormones and peptidesand the high life extension
stuff.
Like there's a whole bunch ofthat now which is really popular
(23:01):
.
I mean there's so many coolthings.
I mean I have one that theymake all of the cool stuff.
If you go to Disney world orDisneyland or any of these theme
parks, all the cool stuff yousee in the floats and the
characters and the you know thePokemon running around and all
that stuff.
Like someone has to make allthat right.
I'm selling a business that doesthat and it's so neat because
they they just have a bunch ofthese, like you know, big kid
(23:22):
adults that want to build allthis really cool things that
fill up these theme parks,because people want more
experiences, they want to go tothe disneys, they want to go to
the lego lands and all over theworld too, you know, and like in
dubai they're building tons ofthese amusement parks and I
thought that was neat.
You know, building escape rooms, like people have to build
escape rooms, it's not a thing,they're all there in every city
you go to.
But someone makes that stuffright.
(23:43):
We have a helicopter tourismbusiness right now.
That's not my deal, but it'ssuper neat.
Like, okay, cool, go fly out ofthe Grand Canyon.
I mean, it just is all theselike neat things that people are
doing.
Speaker 1 (23:53):
And when you look out at the world and you just you
know you've got a business brainlike.
You've started businesses,you've bought them, you help
people sell them.
What are you looking out at andnoticing gaps in?
Speaker 2 (24:09):
I think don't steal this but I think med spas have
gotten really popular, as youknow, to go and get an NID shot
and all these things, becauseHuberman and Brian Johnson and
all these guys are trying tohelp us all live forever as the
millennials get older, and Ithink stuff supporting that
space is really, really exciting.
I really.
I really think longevity Ithink that's going to be a huge,
huge thing and the costs areprohibitively high right now, so
it's really for the kind ofcoastal elite, but I think that
(24:30):
that's that's changing reallyrapidly.
I think that's going to besomething that in the next 20,
30 years is going to be 10, 20times bigger than it is now.
I think that's.
That's a market that I'm seeinglike a lot of activity in, but
also, I think, a lot of room togrow.
Speaker 1 (24:43):
So interesting yeah.
Health and wellness andlongevity, those topics keep on
crossing everything that I'mlooking at.
Speaker 2 (24:50):
And I just thought it was because I was naturally
getting there, because as youage, you know, you start trying
to like bed.
But yeah, I became a parent andI'm trying to be faster, better
, stronger.
But I think it's just sort of auniversal thing.
It's not just my cohort, youknow.
I think it's.
It's a pretty global thing fromwhat I'm seeing.
Speaker 1 (25:05):
So what advice would you give?
Let's say, somebody approachedyou today and they said hey, I'm
not ready to sell my businessyet, but I think I will be in
the next one to four years.
What advice would?
Speaker 2 (25:18):
you give them to prepare for that.
One obvious one is that youwant to make your books be as
good as they can be.
Right, you know it's worth itto pay maybe more taxes than you
might otherwise for a year ortwo, knowing that it's going to
pay dividends when you sell itfor more later on, or being
really thoughtful about how youdo write-offs.
The other big one I'd say isit's about management team.
(25:38):
You know, if you have goodpeople that you can elevate.
It's a funny thing, cause youwant to sell your business.
You're like, well, I'm gettingout, who cares?
But you are going to have amuch easier time selling If you
have good people in place.
People would love it if theycould run the business, but even
people that you know are goingto stick around, that you can
put some faith into, because itmight be that by doing that you
(25:58):
don't need to sell because youfind the stresses are clear and
feeling good and maybe you don'tneed to sell and you can just
keep making money which go forit.
Right, but it also means thatwhen someone's coming to buy you
, that they're going to have alot more faith and be willing to
take more of a risk, likehaving people know and have
faith in your key people andyour management.
That, I think, would be areally good investment.
(26:18):
Even if in the short termthere's a small dip in the
income, it's worth it to getgood people.
Speaker 1 (26:23):
What does that do to the exit multiple?
So like I'm reflecting back onwhen we sold our business and
wondering what if we had putmore upper management into place
and potentially even hired aCEO to replace me?
What would that have done tothe valuation?
Speaker 2 (26:40):
One is that you know if we sell a business and you
are there and you have a salarythat you are earning and you
work your butt off in thatbusiness, like we can't add back
your full salary because you'regermane to the business you
work there.
If you pay yourself $500,000and your role is worth $150,000,
we'll adjust that differencebut we have to kind of keep on
that role.
But if you truly have a managerthat like runs the day to day
(27:01):
that you can go off for a monthor two, I'll add back all of
your salary and all that moneybecause you have those people in
there so often it can be like awash, so like your multiple
will be the same.
And then, more importantly,it's not just the multiple, it's
who comes to the table and theoffers you get.
You know, like I might valuesomething similarly but you're
going to get 20 offers andthere'll be people competing to
(27:23):
pay you more if there's goodmanagement versus if there's a
risk that you're the key man andif you go away, what's going to
happen?
And anyone's going to pay moremoney.
If there's someone that cankind of run the business, it's
closer to the head to Bali andhang on the beach model of
things, right.
Or if it's an equity group,right.
They of course they don't wantto have to put in their own
(27:44):
people.
They will and they want tobring their own people, but
having somebody that reallyknows the business and also it
also will mean now these days,that you have to stick around
less too, because if you'rereally important to the business
, they're going to want you tobe there consulting longer.
They're going to rely on youmore heavily than they would in
the past.
So that's another reason.
Speaker 1 (27:58):
When you're looking at a business that is
potentially going to become alisting for you, like, what
documents are you scanningthrough that are the most
important to you?
I mean, there's obviously theprofit and loss and balance
sheet and things like that.
But like, what else are youdoing to evaluate the business,
to see whether or not it's theright fit for you to represent
them?
Speaker 2 (28:18):
That's a big one.
I mean one thing that I lookfor.
It's very obvious when peopleare squeezing every dollar they
can to increase profit andthey're not reinvesting the
business at all, right, you cantell pretty easily when somebody
like, oh, these numbers lookreally good, but they're
spending a lot of money on offthe balance sheet let's say, for
instance, to to bolster things.
And you can tell when somebodyhas been trying too hard to like
(28:40):
, make their numbers look good.
And that's one thing is thatyou want to be healthy with that
, because there's the P&L right,profit and loss statement that
you can show and especially youcan talk about accrual versus
cash accounting.
But you can do things to makethose numbers look good when the
underlying business isn't asmuch.
Or there's the concept of freecash flow, which is a business
might show it makes a profit,but if you are buying off of the
(29:02):
balance sheet all your yourtrucks, let's say so you have
these capital expenditures thataren't on that profit and loss
statement.
Well, you could have a businessthat looks like it's making $2
million in profit but you'respending a million and a half
dollars in trucks every year,right, and that that then brings
your free cashflow down to verylittle.
That might be for a purpose andthat might be totally fine, but
(29:23):
it's it's going to be somethingthat we look at as well,
because it's really easy to havesomething say it looks like
it's making so much money, butit might not be right.
So that's something to thinkabout.
So for us you know PNLs,balance sheets, and then we
might even ask for free cashflowbecause we want to see what
CapEx you know capitalexpenditure the CapEx of a
(29:47):
business is important becauseyou can depreciate those assets
and there's advantages.
But it's it's only a thing tothink through, like how much
money do you really make and howdo I optimize that without
making it look like I'm goosingnumbers?
Speaker 1 (29:57):
If somebody had a business and they kind of were
curious about their ownvaluation.
Are there any rules of thumbwith equations?
Speaker 2 (30:03):
I touched on this last time.
But yeah, the multiple range isthe same.
It's just that where peoplefall in it's different.
Roughly, in 90% of cases yourbusiness is going to sell
anywhere between three timesmaybe two and a half sometimes
if it's very small, but three toseven times the sort of net
profit.
So the kind of EBITDA plus anyadjustments you know, adding
(30:23):
back anything personal thatisn't germane to the business.
We'll multiply that anywherefrom three to seven.
Almost always there areexceptions.
I've sold things at 10, 11.
There are some people that sellat a one X because of some
other factors.
But generally speaking, if youmake a six $700,000, you're
probably going to sell for twoto two point five million.
That rule changes once you kindof get above four or five
(30:45):
million in EBITDA, those numbersgo up and there's a lot more
nuance to it.
But you know 90 percent ofbusinesses right where you're
probably under under 50 millionin revenue and under four
million five million in kind ofEBITDA.
That's your range across theboard.
Speaker 1 (31:01):
Interesting for the ones that are like 10X, 11X, I
mean, is that software?
Speaker 2 (31:04):
Yeah, so software and that kind of stuff, for sure.
But then even if you have abusiness that's growing a ton,
has a lot of subscriptions,recurring revenue, making 10, 12
, 15 million EBITDA you know Ihave businesses that are doing
that now and they're trading at10X but also how you structure
that's different, causetypically you'll be rolling a
lot more equity.
You're going to stay on as theoperator, you're trying to find
growth partners and big capitalgroups and it's a kind of a
(31:26):
whole different game at thatpoint right, because you're
you're trying to scale, you'veset off a rocket ship and you've
got to keep the rocket shipgoing.
It's that's typically wherethose businesses are, because
it's it's less so selling yourbusiness as it is finding the
right partner to keep scalingyour business.
Speaker 1 (31:41):
Well, just to close up here, is there anything that
has shifted for you?
I know you're a dad now, sothat changes things your son
like when he gets older, as hegrows, like what do you think
are the most important lessonsfor him to learn or skills for
him to acquire over his next 18years?
Speaker 2 (32:00):
Oh, that is a great question, truly.
So I had a friend in town Ijust left this morning, actually
this couple with theirfour-year-old daughter and he's
a very successful guy insoftware stuff, entrepreneur,
has sold many companies and he'sdefinitely a guy who would say,
hey, I want my daughter to be adoctor or a lawyer or a
(32:20):
developer.
Right, he was saying he thinksthat he's going to actually be
much more open to pushing hercreativity and her artistry
because he he sees that theremight be more value in in being
an artisan than there is inbeing a developer with the way
that things are going.
And this is guys like he is ahe's an engineer guy, you guy,
you know, and and even he'ssaying that and I thought that
(32:42):
was extremely telling and Ithink about my own son and I
feel similarly.
I think you have to be techforward and enabled and learn
everything as it's happening.
But I do.
I think the people that aregoing to win the day it's not
going to be the fact that youcan code, it's going to be
because you can really think ona broader level about how to
(33:05):
solve a problem and use whatevertools exist at that time to do
it right, and so whatever theneed is being able to sort of
adapt with things that arechanging and figure out how to
problem solve using all thetools available.
The people that are willing toshift and grow are going to be
okay, and then those that aren't, I think it's going to narrow
their paths.
(33:26):
Again, I'm optimistic.
I'm so into this stuff we'redeveloping.
What we're able to do now isjust so different than when we
talked a year and a half ago,and I think it's going to have
some growing pains, but I think,ultimately, you're going to be
able to execute on things thatyou want much faster, no matter
who you are, and that can't be abad thing, right?
It's going to mean that morepeople are able to build the
(33:47):
things that they want andexecute on their vision.
I think that there will bethings that come out of all of
this that will lead to peoplehaving more success and being
happy and making things moreaccessible for people.
Because things are getting soexpensive, it's hard to live,
and so maybe the AI and therobots help stuff become more
democratized over time.
Like I do think there's asilver lining to all this.
Speaker 1 (34:08):
I think you're right.
There can be a silver lining,and while it's unsettling to see
certain roles disappear, it'salso creating space for new
kinds of work that didn't existbefore, so it'll be very
interesting to see what happens.
Well, lauren, thanks again forcoming back on to chat with me.
We might have to turn this intoa yearly thing.
I'm always so fascinated by thework that you do and I really
(34:32):
appreciate you taking the time.
Speaker 2 (34:33):
Yeah, no for sure.
Anytime, I'm happy to come backand again can answer anyone's
questions.
My business is built onconnection and communication, so
you can reach out.
I'm Lauren at Business Exitsand then businessexitscom.
I have 50, 60 businesses thatI'm just kind of guiding them as
they work their way towardsthat exit, as opposed to being
ready to sell, and that's how Iget most of my business's
referrals from people tellingother people about it.
(34:55):
So I'm happy to help anyonewho's interested.
Speaker 1 (35:01):
Today's key takeaways .
Interest rates have shifted thelandscape.
Higher rates have compressedsome valuations and changed how
deals are structured.
Certain industries likee-commerce and Amazon-based
businesses have fallen out offavor, while others like auto
repair, hvac, asbestosremediation and non-emergency
(35:23):
medical transport, are thrivingbecause they provide essential
services.
Buying power has diminishedunless a buyer has cash on hand,
making it more of a buyer'smarket, but only for the
well-capitalized.
Rolling equity is becoming morecommon and smart.
Rolling equity is becoming morecommon and smart.
It increases upfront cash,makes the deal more attractive
(35:45):
to buyers and preserves upsidepotential in a future second
exit.
Sellers feel less burdened withminority ownership more like
watching a stock than running abusiness, and buyers feel more
confident when sellers stayfinancially invested in the
future of the company.
In volatile markets, trustbetween buyer and seller is
(36:09):
critical to the point that itmay be more beneficial to
prioritize the who over the howmuch in offers.
A shared vision and values canlead to smoother transitions and
better outcomes for employees,culture and performance.
Deal structures are gettingmore creative now In response to
(36:31):
lending constraints.
More deals include sellerfinancing with interest income
and tax planning advantagesEarnouts, though these are
structured conservatively,requiring revenue not to drop
instead of needing to grow andequity rollovers, as mentioned
earlier.
If you're preparing for a saleone to four years out, clean up
(36:53):
your financials.
Prioritize accurate,understandable books, even if it
means paying more taxes.
Build a strong management teamand keep in mind that buyers may
pay more when founders aren'tessential to operations.
Don't optimize short-termprofit at the expense of
long-term health, because buyerscan tell when a business is
(37:14):
squeezed too hard before a sale.
Most small businesses under $50million in revenue and less
than $4 million in EBITDA sellfor three to seven times
seller-adjusted net profit.
Three to five times is commonfor solid businesses with less
than a million in earnings.
Six to seven times is reservedfor those with strong growth,
(37:36):
recurring revenue or exceptionalfundamentals, and 10 to 11
times is possible for highgrowth software or
subscription-based businesses.
Watch out for capitalexpenditures.
A business may look profitable,but free cash flow can tell a
different story, especially ifit requires high reinvestment,
such as equipment-heavybusinesses.
(37:57):
Buyers will scrutinize CapExand depreciation when evaluating
real earning power.
There is a huge growthopportunity in longevity and med
spa adjacent spaces, driven byconsumer interest in health,
youthfulness and performance.
It's possible that the categorycould grow 10 to 20x in the
(38:17):
next two decades.
Buying a business isn't ashortcut to easy money.
Take caution against theoversimplified.
Buy a laundromat and chillnarrative.
Buying and running a businessis hard work, not a passive
income hack, and experiencematters.
Young buyers oftenunderestimate the skills needed
(38:40):
sales, communication, financialliteracy, management.
However, for those willing tolearn and to get the experience
needed, it can beat thecorporate treadmill.
That's it for today.
I release episodes once a week,so come back and check it out.
Have a great day.
Welcome back to how I Built my Small Business.
I'm your host, anne McGinty.
Today, I'm excited to bringback a guest whose first episode
was one of the most listened toof season one.
Lauren Vandegrift is a partnerat Business Exits and has
brokered over $500 million worthof business sales in just the
(00:28):
past five years.
He's also no stranger to thefounder journey himself.
He previously built and led acouple of tech strategy
consulting firms, but it wasactually a bad experience
selling his own companies thatmotivated him to jump into the
world of mergers andacquisitions, determined to give
(00:49):
other entrepreneurs a betterpath than the one he faced.
Full disclosure Lauren was mybusiness broker when I sold my
last company in 2020.
Because that experience was sopositive, we've kept in touch
and I'm lucky to now call him afriend.
In this episode, we talk abouthow business brokering has
(01:11):
changed in just the past yearand a half and what current
trends buyers and sellers shouldbe paying attention to.
If you've been tuning in, youknow this show isn't about
selling anything.
It's about sharing meaningfulstories and learning along the
way.
If how I built my smallbusiness has brought you any
(01:35):
insight, inspiration or evenjust a spark of curiosity, there
are a few simple ways you cansupport the journey Follow the
show, share your favoriteepisode with a friend or leave a
quick review.
Each one truly helps me growthis show.
Thank you, let's get started.
(01:55):
We spoke about a year ago, soso much has happened.
What are you seeing as beingthe biggest shifts in the small
business market?
Speaker 2 (02:06):
Yeah, we've had, oh my goodness, a lot of stuff has
happened.
You know, at its core it's themost of the stuff remains, true,
but we are in a bit of adifferent phase here, just
because I think way back when wetalked, my interest rates had
already kind of gone up, butthey've been stubbornly staying
quite high and it's just led tojust a different way that we do
things, different processes.
(02:27):
You know, I think it was allstarting to happen before but,
like you know, some things arechanging around SBA rules and
things are tidying it up.
There's a lot of shifts in thegovernment and how they're
running and the whole Doge stuff.
And you know it's nothingpolitical but just trying to
sort of have people understand,like how and what is flowing
from the government in terms offunding things right, and so,
especially on the small businessside, a lot of these SBA loans
(02:48):
and stuff, they're still flowing, money's still flowing, don't
get me wrong but it's shifting,it's getting tighter, it's like
it's a moving target all thetime, which has its own
challenges but also its ownrewards too, because there's
also a lot of really coolbusinesses that are doing a lot
better than they would have beenback last time we spoke.
Speaker 1 (03:04):
So some are winning and some are losing.
With the interest rates beingstill slightly elevated, I mean,
they're not as bad as what theywere.
What exactly does that do toyour world as a business broker?
Speaker 2 (03:15):
It does a few things.
One is that in some waysvaluations have had to come down
a little bit and other sidesthey've come up.
E-commerce businesses have losta ton of value because not only
is it tariff concerns, imports,manufacturing concerns, costs
of goods, all that stuff, it'salso people's fear.
You know, since we spoke I meanit's starting then but a lot of
(03:37):
people were buying Amazonbusinesses like crazy.
A lot of these like privateequity groups and people are now
like allergic to anythingAmazon because they're worried
that you're going to lose yourshirt on that.
And there are exceptions alwaysright.
But that's one thing that'sreally shifted a lot.
And then sort of how and whatwe fund and the and the
multiples, all this stuff issort of kind of shifting all
around.
But then on steel businessesthat use American made steel or
(04:00):
businesses that deal withtransmissions auto transmissions
where they rebuild autotransmissions Well, that's doing
really, really well, becausethe market two years ago would
have told me that you know,everything is EV, like fixing
transmissions.
They would have tried to makean argument for a lesser price,
whereas for me now those onesare now doing really well
because people are worried aboutthe price of tariffs and used
(04:21):
car costs, and so people aregoing to keep their cars longer,
and so now there's a huge rushon this business.
As an example, or I have a onethat does non-emergency medical
transportation and that's beenreally successful because it's
sort of completely separate fromanything going on on the macro
world stage right, all kinds ofshifts happening.
Speaker 1 (04:40):
What other industries are resilient in this current
economic environment?
Speaker 2 (04:45):
To hark back to the previous episode, hvac companies
.
We've mentioned that Really itis.
I mean that remains true, youknow.
That has not changed right?
Is service businesses ofdifferent kinds are still really
wanted and needed and they'restanding the test of time.
Through all this stuff, thestalwart remains just different
(05:05):
kinds of businesses that servicepeople's needs, whatever they
are.
So, whether it's autotransmissions, hvac or asbestos
remediation another good one,you know and I guess the other
thing is people are rolling moreequity.
They're actually keeping apiece of their business more
these days.
Speaker 1 (05:22):
Like a private equity deal.
Speaker 2 (05:24):
Any deal, even with regulars.
I mean now actually SBA.
Sba has changed some rulesaround that, which is actually a
struggle, but that's like twoweeks ago With private equity
deals or anyone that the ideathat if you keep some skin in
the game, even if you're notworking day to day let's say,
you want to sell your business,well, I'll really recommend that
you actually keep 15 or 20%because A the market shifted, so
(05:45):
if you roll equity, you'regoing to get more cash upfront
instead of having more structure, which we can talk more about
like deal structure.
And the other reason is thatthere are just people that are
really good at buying businessesand scaling them and so if you
can give someone the reins andstay on the board, you know and
be there for you know moralsupport basically not their
day-to-day A lot of people canreally take these things and run
(06:07):
with it right now and followthis model and playbook and that
you can have this second exitdown the road that can be as big
or bigger than your first andthat's a real powerful way to
get some money off the table,get your life back, enjoy your
family, but also then be able tosee this thing that you build,
grow and kind of profit fromthat yet again when it's sold in
three, five years, whatever itends up being.
(06:29):
What's funny is what I'veexperienced with people that
I've strongly encouraged to rollequity because it meant likely
they were getting more cash andthat there was a reason.
All of them universally havesaid you know what it turns out
when I only own 10% or 15% ofthe business.
It's more like a stock and it'ssomething I care about.
It's like watching a stock andnot something I have to really
be as invested in.
But I also feel like I have apiece of what was other than my
(06:53):
family and the most importantthing in my life.
And the other thing if,tragically, something happens
and the business falls apart,you still got 85, 90% of the
money anyway, right, and so it's.
It's almost just like a littlechip, like a poker chip or like
a part of a diversifiedportfolio.
That's how people end up kindof thinking about it and and I
like that a lot, especially now,like as things are changing
(07:15):
interest rates are going higherfor a buyer to know that you're
willing to keep invested in thething that you built.
It gives a lot of goodwill andit just makes for a better sale
overall and I think it leads tojust like a better, more bonded
buyer and seller Having somebodyput their equity where their
mouth is about their businessand what they say, because no
(07:35):
one's saying, oh, hey, 2025 hascome and I see the writing on
the wall.
I had everything going and it'slikely going to kind of stay
flat or go down Like no one'sgoing to say that.
Everything going and it's likelygoing to kind of stay flat or
go down Like no one's going tosay that Right, and so if you
can say, hey, I'm willing toleave 15% on the table.
And sometimes too, the way thatequity and leverage works is
that if they put debt on thebusiness, you can leave 10% of
(07:56):
the money and end up with 15 to18 to 20% of the business
because you become like anequity investor.
So it's sort of separately fromwhat the debt you put in the
business.
So often you'll you'll end upwith more equity than the money
you left.
It's not like you leave $2million on a $10 million deal
and you have 20%.
It might be that that 20% isit's being 34% because of how,
(08:16):
how much debt that they put onthe business, which of course,
that's a whole otherconversation for another,
another, another podcast, Iassume but you can end up with
quite a lot of equity.
It's just a better deal overall.
Speaker 1 (08:27):
When you structure these deals, does it mean that
there is a guaranteed exit dateor the seller is on the hook for
the remaining equity until thatbuyer decides to sell it again?
Speaker 2 (08:43):
It all depends on how you structure it.
Generally, you are sort of atthe whim.
Your control level goes.
Really, I think the thing tothink about it is that you want
to believe in the buyer.
I really care a lot more aboutwho is buying, not just how much
they're buying for.
It's more important than themoney part often, because that's
what matters in the long run tomake this a whole successful
(09:04):
thing.
Speaker 1 (09:04):
For the sustainability Right.
Yeah.
Speaker 2 (09:06):
And I've talked about this before.
Like you know, the no assholespolicy that I had, and like the
shared incentives and all thatstuff.
That all remains true, but Inow mean it even more because
with the world equity and withthese different things, like you
are your legacy more, I thinkthat that side of it I weigh a
lot heavier than I did even backwhen we talked before,
especially as things are gettingharder in the market, as
(09:26):
interest rates are going up andpeople are uncertain and tariffs
and all these things that arejust happening.
It's just how do you navigatethat and with that uncertainty,
what you need is a real, a realtrust in in the other party.
At Transmission Business, wehave a ton of offers right now.
I'm really looking at at thewho, not the number, more than
anything before, and we're luckybecause we have a lot of offers
(09:47):
.
So it's a nice place to be in.
Sometimes we're not that luckyand it's more of an if, but it's
just something I think about.
Speaker 1 (09:54):
The right fit?
Yeah, yeah.
So right now and this might bea hard question for you to
answer, because I know that maybe a conflict of interest,
considering that you representsellers often but would you say
that it is a seller's market ora buyer's market?
Speaker 2 (10:08):
Gosh, that's interesting.
It depends because of what Iwas saying about what's popular
and what sells has reallyshifted.
But it's probably more of abuyer's market.
If you can buy, if you can getthe financing, I mean, sadly,
it's a really good buyer'smarket.
If you're one of those peoplethat has a lot of money and can
(10:28):
go and buy things on the cheapand grow it.
I mean, if you have cash in thebank, it is your market.
So on the flip side, I mean as aseller, I think you have to
look at the realities of whatsomeone's payment is going to be
when they buy you.
If someone buys your business,that is doing a million dollars
in profit, let's say and it usedto be that the debt service,
like the amount you paid monthlyon your bank payment, would be
(10:50):
you know three or 400,000 ofthat.
So you had all of this wiggleroom to pay off seller notes, to
pay more people, to investmoney in growing all that, and
now it's like you know six,700,000 and you have taxes and
if anything goes wrong, you'remuch closer to the metal.
So I think there needs to be alot of understanding as a seller
of what your buyer will dealwith Cause.
(11:12):
You're like hey, so what if mymillion dollar a year profit
business goes down to 800,000 or600,000, it's fine, you're
still making all that money.
Well, it's like you might be,but your buyer is actually
underwater because they have tomake that debt service Right.
And so you really have to thinkabout on both sides the buyer
and the seller like what thereality is.
Given that things are settling,businesses aren't just sort of
(11:34):
growing.
I guess I would say it's abuyer's market if I had to pick.
But I think that that trulydepends on how you view it,
because in some levels it's muchharder to be a buyer, because
if you sell your business you'relooking pretty good.
The flip of it is a buyer,right, they'll cry poor, but
when interest rates shift in two, three years, if they survive,
(11:55):
they might be able to refinance,and then they've got a business
for way cheaper than they wouldhave five years ago, right.
So it might be some pain now,but that can all get shifted
because things can be refinanced.
You really have to look at itfrom all sides now in a way
where before it sort of allworked and mathed so it didn't
matter as much, you know.
Speaker 1 (12:14):
Yeah, it's similar to mortgages and buying homes.
Speaker 2 (12:17):
Yeah, oh yeah, very similar to that yeah.
Speaker 1 (12:19):
Yeah, so is it typical that valuations go up if
interest rates go down?
Speaker 2 (12:24):
Yes, exactly Because more can be afforded.
So, yes, that is absolutelytrue, as a business that was
doing a million in EBITDA willsell for more when the interest
rates are lower, because you canpay for that much more business
for that price.
Speaker 1 (12:37):
Right yeah, and beyond the seller retaining
equity, are there any othercreative financing options
available that you've seen,given that it's harder to get an
SBA loan or that it's harder toprocess one?
Speaker 2 (13:01):
if you believe in them and you're willing to
finance some of it, you can getsome decent interest and get
creative and get maybe moremoney over time and then you
have more chances to makesmarter tax planning moves.
For instance, like a lot oftimes if you get paid out over
time you can kind of pay a lowertax rate potentially, which is
helpful.
So there are differentstrategies, right.
So we are doing definitely moreseller financing at times.
Equity roles, seller financingthere's a concept of an earn out
(13:24):
, but you know people are prettyallergic to this idea that
portion of your business salesis dependent on how it does in
the future.
Because I'm sure and can speakto this, but nobody wants to say
, hey, when I sell the business,I can't control what you do, so
why should I be paid off of, ofsomething I can't control?
Does that sound familiar?
Speaker 1 (13:43):
That's how I felt.
Yeah, yeah.
Speaker 2 (13:46):
And it makes sense, and I've seen examples where
they absolutely have taggedthings.
But so what I'm doing more now?
Let's just say I want to get ahigher price.
Well, it used to be like hey,we have to grow 15% a year or
20% a year in order to get yournumbers.
And sometimes now I'll dothings where it's like you have
to stay more or less flat onrevenue, right Like?
Or things have to be down lessthan 10% to get more money.
(14:09):
Or I do a thing where you makea bonus to get more money than
asking based on the earn out.
So it's less of a penalty andmore of like a hey, if the
bottom doesn't fall out from ushere.
There's obviously an inherentrisk in that, but I think that
if you're selling someone, yourbusiness, and they're giving you
a lot of money, I think thatit's a reasonable expectation to
say it's not going to drop toobadly.
It's tricky, but there are.
(14:29):
We are definitely getting morecreative and I think that'll
shift as interest rates go down.
It'll go back more to thetraditional model, but it's
definitely something that wethink through because, at the
end of the day, I need everybodyto be happy in the business to
be successful and 90% of thetime it works out that way, even
with this kind of structure.
Because, also, no, no one who'sbuying a business doesn't want
(14:50):
to pay the earn out.
Right, because if you have abusiness, you have all these
employees that love you, right,and then let's just say you have
an earn out and then you don'tget it and somehow the buyer
screws you out of your money.
You're probably going to tellthose employees, right, and
those employees are going to beunhappy.
And this doesn't happen in avacuum, like there's no buyer
that doesn't want to pay theearn out, because if an earn out
happens, it means the businessis doing better or things are
(15:11):
going great, right, and everysingle buyer would rather pay
that earn out happily knowingthat they've bought a success,
than somehow, like nickel anddime and fluff the numbers and,
like you know, buy some secretmaterials to just get under that
threshold, like the bad willthat that would have on both the
relationship with the seller,who you want to keep right, and
the employees and the people.
(15:31):
Like all of that.
People really only aren'tpaying their earnouts when
things are actually really goingbadly.
Again, I represent sellersalmost exclusively, but I am
also a buyer, also in businesses, and I partner with people and
I put deals together more nowwhere it's, you get the equity
and the operator and the debtand you kind of putting it
together and to make a businessas hard a successful business to
(15:53):
sell.
It is easy, relatively speaking, although it's no cakewalk, but
then as a buyer you have todeal with a whole bunch of
things coming into something.
You can't just buy three incomeproducing businesses and go,
hop on a plane and be gone forsix months unless you're a
Hamaginty.
But it is an incredible vehiclefor wealth and growth.
But it also is really hard andtricky and it takes a lot of
(16:15):
your life, energy and you haveto find people that you can
trust.
And this is all stuff that isnot said or explained in these
TikTok reels showing peoplehanging out on the beach as
their laundromat produces 500grand a year for them.
You know.
Speaker 1 (16:29):
For anybody that's listening in, who is hearing
that entrepreneurship or buyinga business is hard.
They also have just as manydifficulties in their careers.
Oh for sure, or?
Speaker 2 (16:42):
for me, like the one I see now, is I have a lot of
these friends that you know withAI and things.
They're VPs or senior directorlevels at tech companies and
they're being laid off and theyhave really expensive mortgages
because a lot of them live inCalifornia and they don't have
the flexibility you know.
If you have a business and thebusiness goes down, it's likely
not going to zero, right?
(17:02):
It's a lot scarier to lose yourbig corporate job that you've
been at for 20 years than it isto have your profits go down by
20%, right?
So that's true too is like thesingle point of failure.
Speaker 1 (17:14):
Yeah, I don't know if you heard recently that Google
is doing voluntary buyouts,which we all know is in
preparation for probably massivelayoffs.
So this AI piece is going tochange a lot.
What we think we're doing todaywith AI is going to look so
primitive in a year.
Speaker 2 (17:30):
Totally, I'm a total optimist about everything all
the time and even I get a littlescared about it.
I find it to be supremelyhelpful in what we're doing
because it makes us better atour jobs and I find it to be
something that, like, enhancesus as brokers and the service
that we can provide for people.
I record most calls that I havewith permission, obviously
right, and then I give anyto-dos or tasks that I've agreed
(17:53):
to do or what we do, or followup, and then it creates all
those tasks, not only as abroker.
But I'm building software thatutilizes AI around the deal
process and actually gettingfrom the letter of intent being
signed saying, hey, this is whatI'm going to pay for your
business, to getting that moneyin the bank.
Like that is a really hardprocess and it can fall apart
easily.
And so I'm building softwarethat utilizes AI to kind of
(18:15):
track a lot of that, to collectthe documents to, to work with
financial institutions, to pullthe reports to, to, you know, to
do all these things that killdeals, because that's the
hardest part is like getting ontop of these different illegal
and the financial and theinsurance diligence and all this
stuff.
So that's stuff that I'm I'mworking on sort of separately
from my broker role, justbecause that's the point of
(18:36):
failure in any M&A transaction.
So we've been using a lot ofthat for helping on that front,
because it's hard.
It's hard to get a businessclosed.
Speaker 1 (18:44):
Yeah Well, so touching back on AI and the
changing job prospects, how doyou feel about younger people
buying a business instead ofgetting a corporate job?
Speaker 2 (18:53):
To your point, buying a business makes a lot more
sense often than working in acorporate job.
But at the same time I get alot of kids trying to buy a
business that have no rightdoing it because they have no
business experience and theydidn't go to school and get
training and they think they canjust sort of be good at
business.
But it turns out you need toknow how businesses work and how
to sell things and communicatewith people and call people on
(19:16):
the phone and know what a profitand loss statement is and learn
about accounts receivable andaccounts payable and all of
these things that you need torun a business.
And there's a whole bunch of 22year olds that have been given
$300,000 from mom or dad and meta guy at a business school
training and they think thatthey can buy a business.
(19:36):
You know, it's all sides.
It's a shifting landscape.
Speaker 1 (19:39):
Fair point.
So basically graduate fromcollege, get some experience
work for some other smallbusinesses, then go and buy a
small landscape.
Fair point.
So basically graduate fromcollege, get some experience
work for some other smallbusinesses, then go and buy a
small business.
Speaker 2 (19:48):
Exactly, and the college thing might even be.
I just went to my collegereunion and my campus is
actually being merged withanother one because enrollment's
so down.
But it costs 70 grand a year.
When I went there it was 38 andit was that was like the most
expensive college in the worldand so that I think that is
shifting.
But then I think getting thetraining and actually looking at
how these things work andbusinesses and like learning I
(20:10):
always complained about how wenever actually learned any
practical skills or math Likewhy am I learning calculus when
I can't balance the books or thebudgets, and apparently that is
shifting.
I'm hearing from parents nowthat kids are learning, at least
in some schools, more, morepractical skills like that,
which I think is really goodbecause used to be programming.
Now that's going to be goingout of the way.
So it's nice to know that thereare some people that are
(20:32):
learning the right skill setsfor entrepreneurship and
business.
Speaker 1 (20:35):
Well, I sure hope so, because my son for his eighth
grade graduation.
He was speaking at the podiumand he's funny but he's very
thoughtful and he said hethanked his teachers for
teaching him what he considersto be a whole bunch of useless
information that he believeswill help him in his adult life.
Speaker 2 (20:53):
In eighth grade.
He did that.
That's amazing.
That's amazing.
I mean that is.
I mean I went to a liberal artsschool.
Right here I am doing M&A infinance, but for me it was, you
know I did.
I learned how to think, youknow.
I thought that was actually themost meaningful ever because I
actually know how to thinkthrough and execute a problem
and if you really are trainedhow to think through stuff, then
(21:13):
it makes you, I think, able todo anything, you know.
You know I said I remember Isaid on that last podcast we did
that I made a quip about howyou know, if you spend a year
locked in a room, you could beanything.
You know, you could be a rocketscientist or whatever.
And I people, a lot of peoplelike made fun of me for that
because they're like it's nottrue and I was like well, I mean
I was maybe being a littleinflammatory, but but at the
(21:35):
same time, I think that youreally can put your mind to
something, learn how to dopretty much anything Like.
I kind of stand by it, eventhough I got a lot of flack for
it.
Speaker 1 (21:44):
Well, so okay, back to like business brokering.
Speaker 2 (21:47):
I know on the last podcast you and I talked about
like people who were importingdead rats, stained glass window
companies, hvac, a few timesWould have been some of the most
interesting businesses thathave crossed your table over the
(22:18):
last 18 months employees in insome place in Ohio in two days
and they can go and make ithappen.
They can go and hire that manypeople instantly.
They can just go and be likehey, go to this set of people
and say we need these manypeople, get bodies like just get
tons of people and it's not notthe highest skilled labor but
labor nonetheless and theirability to sort of go anywhere
in the country and put up awarehouse in two weeks solve
(22:40):
really big, big scale problemsfor people fast.
But that was really interesting.
Just because I'm used tothinking about tech companies
and what people can do virtuallybut to be able to physically
manifest that kind of a thing Ithought was so cool.
I'm selling a business rightnow that's in the medical space,
selling hormones and peptidesand the high life extension
stuff.
Like there's a whole bunch ofthat now which is really popular
(23:01):
.
I mean there's so many coolthings.
I mean I have one that theymake all of the cool stuff.
If you go to Disney world orDisneyland or any of these theme
parks, all the cool stuff yousee in the floats and the
characters and the you know thePokemon running around and all
that stuff.
Like someone has to make allthat right.
I'm selling a business that doesthat and it's so neat because
they they just have a bunch ofthese, like you know, big kid
(23:22):
adults that want to build allthis really cool things that
fill up these theme parks,because people want more
experiences, they want to go tothe disneys, they want to go to
the lego lands and all over theworld too, you know, and like in
dubai they're building tons ofthese amusement parks and I
thought that was neat.
You know, building escape rooms, like people have to build
escape rooms, it's not a thing,they're all there in every city
you go to.
But someone makes that stuffright.
(23:43):
We have a helicopter tourismbusiness right now.
That's not my deal, but it'ssuper neat.
Like, okay, cool, go fly out ofthe Grand Canyon.
I mean, it just is all theselike neat things that people are
doing.
Speaker 1 (23:53):
And when you look out at the world and you just you
know you've got a business brainlike.
You've started businesses,you've bought them, you help
people sell them.
What are you looking out at andnoticing gaps in?
Speaker 2 (24:09):
I think don't steal this but I think med spas have
gotten really popular, as youknow, to go and get an NID shot
and all these things, becauseHuberman and Brian Johnson and
all these guys are trying tohelp us all live forever as the
millennials get older, and Ithink stuff supporting that
space is really, really exciting.
I really.
I really think longevity Ithink that's going to be a huge,
huge thing and the costs areprohibitively high right now, so
it's really for the kind ofcoastal elite, but I think that
(24:30):
that's that's changing reallyrapidly.
I think that's going to besomething that in the next 20,
30 years is going to be 10, 20times bigger than it is now.
I think that's.
That's a market that I'm seeinglike a lot of activity in, but
also, I think, a lot of room togrow.
Speaker 1 (24:43):
So interesting yeah.
Health and wellness andlongevity, those topics keep on
crossing everything that I'mlooking at.
Speaker 2 (24:50):
And I just thought it was because I was naturally
getting there, because as youage, you know, you start trying
to like bed.
But yeah, I became a parent andI'm trying to be faster, better
, stronger.
But I think it's just sort of auniversal thing.
It's not just my cohort, youknow.
I think it's.
It's a pretty global thing fromwhat I'm seeing.
Speaker 1 (25:05):
So what advice would you give?
Let's say, somebody approachedyou today and they said hey, I'm
not ready to sell my businessyet, but I think I will be in
the next one to four years.
What advice would?
Speaker 2 (25:18):
you give them to prepare for that.
One obvious one is that youwant to make your books be as
good as they can be.
Right, you know it's worth itto pay maybe more taxes than you
might otherwise for a year ortwo, knowing that it's going to
pay dividends when you sell itfor more later on, or being
really thoughtful about how youdo write-offs.
The other big one I'd say isit's about management team.
(25:38):
You know, if you have goodpeople that you can elevate.
It's a funny thing, cause youwant to sell your business.
You're like, well, I'm gettingout, who cares?
But you are going to have amuch easier time selling If you
have good people in place.
People would love it if theycould run the business, but even
people that you know are goingto stick around, that you can
put some faith into, because itmight be that by doing that you
(25:58):
don't need to sell because youfind the stresses are clear and
feeling good and maybe you don'tneed to sell and you can just
keep making money which go forit.
Right, but it also means thatwhen someone's coming to buy you
, that they're going to have alot more faith and be willing to
take more of a risk, likehaving people know and have
faith in your key people andyour management.
That, I think, would be areally good investment.
(26:18):
Even if in the short termthere's a small dip in the
income, it's worth it to getgood people.
Speaker 1 (26:23):
What does that do to the exit multiple?
So like I'm reflecting back onwhen we sold our business and
wondering what if we had putmore upper management into place
and potentially even hired aCEO to replace me?
What would that have done tothe valuation?
Speaker 2 (26:40):
One is that you know if we sell a business and you
are there and you have a salarythat you are earning and you
work your butt off in thatbusiness, like we can't add back
your full salary because you'regermane to the business you
work there.
If you pay yourself $500,000and your role is worth $150,000,
we'll adjust that differencebut we have to kind of keep on
that role.
But if you truly have a managerthat like runs the day to day
(27:01):
that you can go off for a monthor two, I'll add back all of
your salary and all that moneybecause you have those people in
there so often it can be like awash, so like your multiple
will be the same.
And then, more importantly,it's not just the multiple, it's
who comes to the table and theoffers you get.
You know, like I might valuesomething similarly but you're
going to get 20 offers andthere'll be people competing to
(27:23):
pay you more if there's goodmanagement versus if there's a
risk that you're the key man andif you go away, what's going to
happen?
And anyone's going to pay moremoney.
If there's someone that cankind of run the business, it's
closer to the head to Bali andhang on the beach model of
things, right.
Or if it's an equity group,right.
They of course they don't wantto have to put in their own
(27:44):
people.
They will and they want tobring their own people, but
having somebody that reallyknows the business and also it
also will mean now these days,that you have to stick around
less too, because if you'rereally important to the business
, they're going to want you tobe there consulting longer.
They're going to rely on youmore heavily than they would in
the past.
So that's another reason.
Speaker 1 (27:58):
When you're looking at a business that is
potentially going to become alisting for you, like, what
documents are you scanningthrough that are the most
important to you?
I mean, there's obviously theprofit and loss and balance
sheet and things like that.
But like, what else are youdoing to evaluate the business,
to see whether or not it's theright fit for you to represent
them?
Speaker 2 (28:18):
That's a big one.
I mean one thing that I lookfor.
It's very obvious when peopleare squeezing every dollar they
can to increase profit andthey're not reinvesting the
business at all, right, you cantell pretty easily when somebody
like, oh, these numbers lookreally good, but they're
spending a lot of money on offthe balance sheet let's say, for
instance, to to bolster things.
And you can tell when somebodyhas been trying too hard to like
(28:40):
, make their numbers look good.
And that's one thing is thatyou want to be healthy with that
, because there's the P&L right,profit and loss statement that
you can show and especially youcan talk about accrual versus
cash accounting.
But you can do things to makethose numbers look good when the
underlying business isn't asmuch.
Or there's the concept of freecash flow, which is a business
might show it makes a profit,but if you are buying off of the
(29:02):
balance sheet all your yourtrucks, let's say so you have
these capital expenditures thataren't on that profit and loss
statement.
Well, you could have a businessthat looks like it's making $2
million in profit but you'respending a million and a half
dollars in trucks every year,right, and that that then brings
your free cashflow down to verylittle.
That might be for a purpose andthat might be totally fine, but
(29:23):
it's it's going to be somethingthat we look at as well,
because it's really easy to havesomething say it looks like
it's making so much money, butit might not be right.
So that's something to thinkabout.
So for us you know PNLs,balance sheets, and then we
might even ask for free cashflowbecause we want to see what
CapEx you know capitalexpenditure the CapEx of a
(29:47):
business is important becauseyou can depreciate those assets
and there's advantages.
But it's it's only a thing tothink through, like how much
money do you really make and howdo I optimize that without
making it look like I'm goosingnumbers?
Speaker 1 (29:57):
If somebody had a business and they kind of were
curious about their ownvaluation.
Are there any rules of thumbwith equations?
Speaker 2 (30:03):
I touched on this last time.
But yeah, the multiple range isthe same.
It's just that where peoplefall in it's different.
Roughly, in 90% of cases yourbusiness is going to sell
anywhere between three timesmaybe two and a half sometimes
if it's very small, but three toseven times the sort of net
profit.
So the kind of EBITDA plus anyadjustments you know, adding
(30:23):
back anything personal thatisn't germane to the business.
We'll multiply that anywherefrom three to seven.
Almost always there areexceptions.
I've sold things at 10, 11.
There are some people that sellat a one X because of some
other factors.
But generally speaking, if youmake a six $700,000, you're
probably going to sell for twoto two point five million.
That rule changes once you kindof get above four or five
(30:45):
million in EBITDA, those numbersgo up and there's a lot more
nuance to it.
But you know 90 percent ofbusinesses right where you're
probably under under 50 millionin revenue and under four
million five million in kind ofEBITDA.
That's your range across theboard.
Speaker 1 (31:01):
Interesting for the ones that are like 10X, 11X, I
mean, is that software?
Speaker 2 (31:04):
Yeah, so software and that kind of stuff, for sure.
But then even if you have abusiness that's growing a ton,
has a lot of subscriptions,recurring revenue, making 10, 12
, 15 million EBITDA you know Ihave businesses that are doing
that now and they're trading at10X but also how you structure
that's different, causetypically you'll be rolling a
lot more equity.
You're going to stay on as theoperator, you're trying to find
growth partners and big capitalgroups and it's a kind of a
(31:26):
whole different game at thatpoint right, because you're
you're trying to scale, you'veset off a rocket ship and you've
got to keep the rocket shipgoing.
It's that's typically wherethose businesses are, because
it's it's less so selling yourbusiness as it is finding the
right partner to keep scalingyour business.
Speaker 1 (31:41):
Well, just to close up here, is there anything that
has shifted for you?
I know you're a dad now, sothat changes things your son
like when he gets older, as hegrows, like what do you think
are the most important lessonsfor him to learn or skills for
him to acquire over his next 18years?
Speaker 2 (32:00):
Oh, that is a great question, truly.
So I had a friend in town Ijust left this morning, actually
this couple with theirfour-year-old daughter and he's
a very successful guy insoftware stuff, entrepreneur,
has sold many companies and he'sdefinitely a guy who would say,
hey, I want my daughter to be adoctor or a lawyer or a
(32:20):
developer.
Right, he was saying he thinksthat he's going to actually be
much more open to pushing hercreativity and her artistry
because he he sees that theremight be more value in in being
an artisan than there is inbeing a developer with the way
that things are going.
And this is guys like he is ahe's an engineer guy, you guy,
you know, and and even he'ssaying that and I thought that
(32:42):
was extremely telling and Ithink about my own son and I
feel similarly.
I think you have to be techforward and enabled and learn
everything as it's happening.
But I do.
I think the people that aregoing to win the day it's not
going to be the fact that youcan code, it's going to be
because you can really think ona broader level about how to
(33:05):
solve a problem and use whatevertools exist at that time to do
it right, and so whatever theneed is being able to sort of
adapt with things that arechanging and figure out how to
problem solve using all thetools available.
The people that are willing toshift and grow are going to be
okay, and then those that aren't, I think it's going to narrow
their paths.
(33:26):
Again, I'm optimistic.
I'm so into this stuff we'redeveloping.
What we're able to do now isjust so different than when we
talked a year and a half ago,and I think it's going to have
some growing pains, but I think,ultimately, you're going to be
able to execute on things thatyou want much faster, no matter
who you are, and that can't be abad thing, right?
It's going to mean that morepeople are able to build the
(33:47):
things that they want andexecute on their vision.
I think that there will bethings that come out of all of
this that will lead to peoplehaving more success and being
happy and making things moreaccessible for people.
Because things are getting soexpensive, it's hard to live,
and so maybe the AI and therobots help stuff become more
democratized over time.
Like I do think there's asilver lining to all this.
Speaker 1 (34:08):
I think you're right.
There can be a silver lining,and while it's unsettling to see
certain roles disappear, it'salso creating space for new
kinds of work that didn't existbefore, so it'll be very
interesting to see what happens.
Well, lauren, thanks again forcoming back on to chat with me.
We might have to turn this intoa yearly thing.
I'm always so fascinated by thework that you do and I really
(34:32):
appreciate you taking the time.
Speaker 2 (34:33):
Yeah, no for sure.
Anytime, I'm happy to come backand again can answer anyone's
questions.
My business is built onconnection and communication, so
you can reach out.
I'm Lauren at Business Exitsand then businessexitscom.
I have 50, 60 businesses thatI'm just kind of guiding them as
they work their way towardsthat exit, as opposed to being
ready to sell, and that's how Iget most of my business's
referrals from people tellingother people about it.
(34:55):
So I'm happy to help anyonewho's interested.
Speaker 1 (35:01):
Today's key takeaways .
Interest rates have shifted thelandscape.
Higher rates have compressedsome valuations and changed how
deals are structured.
Certain industries likee-commerce and Amazon-based
businesses have fallen out offavor, while others like auto
repair, hvac, asbestosremediation and non-emergency
(35:23):
medical transport, are thrivingbecause they provide essential
services.
Buying power has diminishedunless a buyer has cash on hand,
making it more of a buyer'smarket, but only for the
well-capitalized.
Rolling equity is becoming morecommon and smart.
Rolling equity is becoming morecommon and smart.
It increases upfront cash,makes the deal more attractive
(35:45):
to buyers and preserves upsidepotential in a future second
exit.
Sellers feel less burdened withminority ownership more like
watching a stock than running abusiness, and buyers feel more
confident when sellers stayfinancially invested in the
future of the company.
In volatile markets, trustbetween buyer and seller is
(36:09):
critical to the point that itmay be more beneficial to
prioritize the who over the howmuch in offers.
A shared vision and values canlead to smoother transitions and
better outcomes for employees,culture and performance.
Deal structures are gettingmore creative now In response to
(36:31):
lending constraints.
More deals include sellerfinancing with interest income
and tax planning advantagesEarnouts, though these are
structured conservatively,requiring revenue not to drop
instead of needing to grow andequity rollovers, as mentioned
earlier.
If you're preparing for a saleone to four years out, clean up
(36:53):
your financials.
Prioritize accurate,understandable books, even if it
means paying more taxes.
Build a strong management teamand keep in mind that buyers may
pay more when founders aren'tessential to operations.
Don't optimize short-termprofit at the expense of
long-term health, because buyerscan tell when a business is
(37:14):
squeezed too hard before a sale.
Most small businesses under $50million in revenue and less
than $4 million in EBITDA sellfor three to seven times
seller-adjusted net profit.
Three to five times is commonfor solid businesses with less
than a million in earnings.
Six to seven times is reservedfor those with strong growth,
(37:36):
recurring revenue or exceptionalfundamentals, and 10 to 11
times is possible for highgrowth software or
subscription-based businesses.
Watch out for capitalexpenditures.
A business may look profitable,but free cash flow can tell a
different story, especially ifit requires high reinvestment,
such as equipment-heavybusinesses.
(37:57):
Buyers will scrutinize CapExand depreciation when evaluating
real earning power.
There is a huge growthopportunity in longevity and med
spa adjacent spaces, driven byconsumer interest in health,
youthfulness and performance.
It's possible that the categorycould grow 10 to 20x in the
(38:17):
next two decades.
Buying a business isn't ashortcut to easy money.
Take caution against theoversimplified.
Buy a laundromat and chillnarrative.
Buying and running a businessis hard work, not a passive
income hack, and experiencematters.
Young buyers oftenunderestimate the skills needed
(38:40):
sales, communication, financialliteracy, management.
However, for those willing tolearn and to get the experience
needed, it can beat thecorporate treadmill.
That's it for today.
I release episodes once a week,so come back and check it out.
Have a great day.
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