What’s Your Business Worth? Buying Small and Mid-sized Business with Chenmark Capital Founders Trisha, James, and Palmer Higgins

Audio Transcription

Folks get prepared for a laser show because on today’s show we interviewed two of the three founders that 66% approximately of the founding team of chin, Mark capital. I’ll clarify all is with the voice of reason here I’m doing the read for the show. Who cares? You can’t come in here. Claybar Simon hired to represent the people by who? Cravers. I’m so passionate about this project that I’ve hired my soap audit Joe show and I will tell you the people know who God Gary Westerners, they know what Pete’s or heart is. They know but Donald’s, but they don’t know. Chinbock listen to your buddy. I, I’m just saying to you, I am trying to do the read for a show. We’re interviewing the folks right now who were the founders of chin, Mark capital and these guys sitting here. Our claim is that people want to talk about Kanye and Nicki Minaj and things that care about you need to shut your face and let me finish this week.

I’m sorry, I didn’t realize I was talking to a sensitive business baby. Listen, these guys are not a household name, but they buy businesses that do annual gross revenues of somewhere between five and $15 million. Yeah, but with one to $3 million per year of profits. But what about Justin Bieber and the topics that people really want to talk about? Like Nicki Minaj, Justin Bieber, and they’ve bought teen businesses in the past six years and they’re here to tell us what makes a business sellable, what makes a business unsellable, what your business is actually worth. And they tell us about the things they look for in the businesses that they might want to buy. Yes. What are they going to speak about? Jay Z? Yes. We actually talk about Jay Z during the interview where all you just landed, y’all South on news, subscribe off

Some shows. Don’t need a celebrity in a writer to introduce a show. But this show dies to may eight kids co-created by two different women. 13 Moke tie, million dollar businesses. Ladies and gentlemen, welcome

To the thrive time show.

Yes, yes and yes.

On today’s show we have two incredible guests joining us. We have Tricia and James who are sort of a big deal. These guys acquire small and medium sized businesses in a very, very unique way. Hi guys. Welcome onto the show. Ms Trisha, how are you?

I’m doing well. Thanks for having us.

Some people are out there wanting to Google you right now to find everything there is to know about you guys. I, we find a lot of our listeners like to listen to the show while Googling you. Should they go to chin Mark, capital.com to learn more? Is that where we want to go?

Yup, they can go there.

Okay. So we’re going to chin Mark capital C H E N M a R K

Capital.Com, and I’ll start with you Trish. I’ll start interrogating you before I interrogate James. Here you guys acquire businesses and you have a lot of success. But where did you start from? I mean, when did you start GenMark how did you get the idea to start Chenmark Capital? Just to walk us through the history of founding this great company. Sure. So we, so James and I are married and we, along with James, his brother Palmer, who’s our third partner, you know, we are all working in more of a traditional finance setting and all of us felt just a little bit sort of like we are missing something. We want it to be a bit more hands on with what we were doing every day. Right. And we came across this idea of buying small businesses at attractive prices from retiring owners and said, you know, Hey, that sounds like a lot more fun than working through another Excel or PowerPoint. And started just unfolding the thesis from there saying, you know, how would we buy a business? All right, let’s try to find a business to buy. And slowly built up a portfolio of these companies.

So let’s talk about this here. James, where does one go about getting the capital needed to start a company that buys companies? I mean, walk me through that. I mean that right there, that right there. James Higgins, if you can answer that, I’ll, I’ll stop asking you interrogation questions.

Yup. So we’ve taken a fairly sort of slow and steady approach to this. So you know, the capital do acquire the first business came from ourselves and sort of a small group of friends and family. And, and as we go here, where we’re sort of combining that with the cashflow, the existing group of businesses produces. So, you know, it’s not the, we’re not sort of in the markets sort of serially acquiring companies on MES. Instead what we’re doing is sort of buying one, taking our time, making sure that goes well letting that sort of produce and build up cash and then using that to sort of purchase other companies over time. So that’s like a really important thing that instead of distributing lots of cash ourselves or anything like that, all of our, our, any money we make stays in the business and goes towards buying another business, which is what we call the flywheel. Get the flywheel going.

That would be a reference to a Jason Collins book. Good to great. Am I right? Am I correct?

100%

Okay. So now let’s, let’s talk about this for a second. The, it’s, you got Tricia here, you have James, Tricia. Tell us about your, your, your third partner.

So Palmer is not able to be with us today. But you know, he’s James his brother and we’re all really lucky because we have complimentary skillsets. So some people that nobody is neutral about the idea of working with family, either people love it or, or hate the idea. And thankfully for us, you know, it’s been really, really a wonderful experience because we all, both really deeply trust each other, but also respect each other’s sort of strengths and weaknesses. And I think we fill in each other’s gaps and help our blind spots. So you know, we’ve just been really lucky that way.

Is, is James a rapper? Tricia? And then you’re the DJ. And then is Palmer like the hype man?

Hi. You know what? I feel like James is the optimist Palmer’s the pessimists and I’m the mediator. That’s fair.

Are there, are there you know, there’s, there’s, there’s Christian cussing. It’s a thing you’d say. Like we have West Carter on the show, by the way, West Carter is an attorney, his law firm, winters and King has represented and represents a TD Jakes. The minister, you know, pastor Craig Rochelle they’ve helped Joel O’Steen on the, his first book there. Joyce Meyer. I mean, so Wes, do you see a lot of families that can work together as an attorney or do you find yourself typically breaking these things up? Oh, am I meeting you might meeting you with some my beauty. Midwest, you’re back. I’m really muting. It’s passive aggressive at this point. I’m sorry. It’s a confidence killer. I think you’re back. I think we’re about to break up this. Sorry about that. No,

See common that families end up in disputes and whether that’s in businesses or ministries is just you know, like, like she said, it’s, it’s either love it or hate it, but the, the truth is you love it until you hate it sometimes. And when those disputes happen, it gets very emotional and you’re very invested. You’re having Thanksgiving and Christmas together and it makes some of those disputes a little harder to mediate because you know, there’s no fight, like a good sibling fight. And you know, he would bring some of that into it and it can make life a little more difficult.

How long have you guys been doing this, Tricia? How long have you been doing things at, at chin market?

About six years.

Okay. So talk to me about the, give me a, I, I’m not asking you to obviously break any confidentiality or share things that aren’t public knowledge, but what kind of businesses do you buy? Maybe give you an example of like an industry or the size of a company, just so we get some sort of ballpark what we’re talking about.

Yeah, so our sort of we look for companies that have between one to 3 million of earnings and that usually translates into about five to 15 million of revenue. Depending on the type of business. And we own like an example is we own what fancy people would call property services and what normal people would call it, landscaping companies. And so like one of the companies we own does landscaping for commercial property services. So you know, hospitals and schools and you know, commercial parks and stuff like that. And we live in Maine, so they do both like maintenance for the summertime as well as like snow removal in the winter time. So things like that we really like because it’s contracted, it’s very steady in the sense that we feel pretty comfortable that it’s going to continue to snow and grass is going to grow in Maine and there will be commercial property owners who want their to look good. So

That’s a type of business that we really like. Because of it sort of steady, you have slow and steady nature.

Some of our listeners are, I would say all of our listeners are entrepreneurs and some of which when you mentioned numbers, it’s kind of likely a little bit, will be a little bit of it. So I’m going to go break it down. Just make sure I’m getting this. You’re saying that you’d like to buy companies that are between $5 million and $15 million of total gross revenue, but profits of one to 3 million. Am I, is that what you’re here to say? Is that what you’re saying?

That’s exactly right. That’s exactly right.

So that means about a 20% margin is what you’re looking for. 25% profit margin ish.

Yeah, about that.

Okay. I’m going to pick on James now and I’m sorry I have to go back and forth. [inaudible] Equal time except more attrition. But James, we’ll go to you here. So James how do you determine the value? So I’m gonna throw an example. Okay. Let’s say someone’s listening to the show right now, hypothetically. And they have a business that cuts hair. All of this is very hypothetical. They have a business that cuts hair and the business does like three and a half million dollars a year of revenue. Okay. Cutting hair and the profits are 20%. Okay? So it’s kicking off a profit of, of let’s say 600,000 to $900,000 a year, all hypothetically cutting hair in the Midwest. How would you determine how much that company’s worth? Cause it’s not, it’s, it’s, it’s not in your wheelhouse yet cause it’s not 5 million. But let’s say that that, that profitability stayed. So now the company has grown and it’s a $6 million business and it’s doing 20% profit margin. How do you determine what you should pay for it?

Sure. So I think there’s some, there’s some general I would say kind of guideposts that are driven by sort of, there’s, there’s a, I wouldn’t say it’s a, a particularly sort of robust dataset or, or, or sort of hyper accurate data set, but there are enough transactions in the small business space to sort of get a general sense for the types of the types of valuations at which sort of deals tend to get done. And typically when I say valuation, I mean kind of a multiple of a cashflow or multiple of profits.

So let’s take the profits. I’m sorry to cut you off. If we, let’s take the profits again. It’s a $6 million business, let’s say, and now the profits are 20%. So we’re doing a profit of 1.2 million a year. How much guidepost offer would you make? It’s a membership model. Hypothetically.

Yeah. So so rule of thumb sort of somewhere between four and five times a profit would be kind of a, a rough benchmark. So, you know, I would, I would kind of start there is a general anchor and then sort of we’d, we’d probably need to dig in a little bit more to the business model, the personnel, some of the sort of demographic information sort of related to the particular geography in which the business is located to sort of refine evaluation from there. And then, so essentially you’re kind of waiting, sort of, you’re, you’re sort of tweaking the multiple based on factors that are gonna impact the growth or the profitability of the company over time. Yup. And then the final sort of piece would also be not to get too sort of wonky on you, but the final piece, the final piece would be some evaluation for what we call sort of the capital intensity of the business. So how efficiently it turns earnings into cash on the one hand, and then also how much is required to be reinvested in the business to sustain that level of earnings over the long term.

So let’s, so let’s say this for a second, sorry, let’s, let’s say that I just want to try to get this because we get to ask this question all the time on this show. My partner, dr Robert Zellner owns a bank. So a lot of people go to bank regent.com and they go to the bank and they try to get a loan to buy the business and the bank goes, Hey, I realize that your evaluator said the company’s worth, you know, four times profits, but we’re only going to give you a two and a half on the loan and we’re gonna give you where it’s all we’re going to lend you buddy. You pay 20% down, we’ll give you two and a half times earnings. That’s all work. I don’t care what they say it’s worth. That’s what we’re giving you. How did you guys secure your financing? Are you, you have like an investment group, like almost like a real estate investment trust would be, do you have a cash pool? Do you guys use financing teams? Do you have accredited investors? How do you, how do you, how do you finance it?

Yep. So, so usually there’s, there’s an, our transactions is usually three different components. The first that kind of as, as you’ve referenced here would be some, some bank financing from in our case, usually sort of a regional lender. And, and I would have said sort of getting sort of somewhere in the neighborhood of two times profits in terms of kind of senior term debt would be a fairly normal thing. And then we’re sort of fleshing out the capital structure with equity that we provide. So you know, our actual cash and skin in the game. And then usually we’re requiring any seller that we work with to kick in a bit of a, a seller note as well. And, and that can be structured in a way to actually have some tax benefits for for the seller. But, but also from our perspective as a way to sort of is a kind of a vote of confidence from the seller that the business that they’re transferring to us is a durable and that they have confidence in it as a going concern. You know, for the next few years.

So you’re saying, Hey, you know, you buddy, I’m going to give you some money right now. We’re going to, we’re gonna help you, you know, four times earnings, five times earnings earnings you can cash out of your business, but you have to stick around because we here at chin Mark, we are into this this concept that one of our listeners, Dr. Timothy Johnson, is super fired up about permanent equity. Dr. Timothy Johnson and Tuscaloosa ophthalmology, longtime listener found us iHeartRadio listens every day. He says, you got to interview these guys. I love this idea of permanent equity. A West, I want to talk to you about this. You work at winters and King, but you are not a winters and you’re not a King, but you are a partner. Am I correct? Yes. Shareholder, shareholder. So you maybe make a percentage of the profit in some capacity. Yes. So you benefit if the firm does well. Yes. Operationally, do you manage the whole team or what is your role? Are you, are you the burrito guy? Cause like in my office I’m kind of the go for guy who I go get the burritos, I go get, are you that guy or do you fix the printer? What do you do? Why

I have a big hand in day to day running of the business. So you know, as any business owner, just like any other business, we have health insurance and copiers and no rent and facilities and employees and all those other fun issues that now that I dealt with to a large degree.

So if you were to buy winters and King for a second team chin Mark, do you want a guy like West to stick around? Who do you want to stick around? Cause there’s winters, there’s King and there’s, where’s the cotton? Where’s the cotton? Ooh, where’s the cotton? I mean, he’s a beautiful guy. I mean, but who would you want to stick around in that situation?

Yeah, so, so I think in general we can, we can be fairly flexible with that, but certainly we will value a business more highly that has you know, a well functioning sort of competent team sort of already in place who are eager to you know, work to sort of continue the sort of growth and, and an evolution of the business over time. So we’ve, we’ve worked with some sort of owners or founders who would stay, stayed on board with their businesses. We worked for owners or founders who’ve wanted to retire right away and we’ve worked with some who, you know, I’ve wanted to transition out over a period of time. And I think for, for us, what we try to do is make sure that we’re building the infrastructure sort of within the entire 10 market organization to accommodate a variety of transition scenarios. That’s gonna and, and, and sort of do what to sort of be able to sort of do whatever we can do to make sure any business we work with is positioned as best as possible to continue thriving after we own it.

And the, the one thing just with owners staying on it can be really, really great because obviously there’s continuity of out of the facts. But it can be really tricky cause a lot of the companies we work with, the, you know, the owner has been their own boss for 20 or 30 years. And so this is the first time where they’ve had to, you know, have a real partner and for some people they’ve been craving that and they really want a partner, like really truly think through things and, and help them out. And understand that there might be disagreements around there. That where we have to be careful about is just somebody who wants us to write a check but then doesn’t actually want to work with us as a partner. And, and where like we have to be careful that, you know, if an owner stays on, they understand, you know, what it means to sell your business because that can be quite, quite an emotional thing that I think can catch some owners a little bit off guard after the fact.

When I sold my first business, I hated it and I still hate it after I sold it. So like I can’t be around it. I can’t talk about it. I can’t be near it when people say, Hey, you know, I used cars, I’ve sold a lot of companies, but when they say, Hey, you sold your business, I I wouldn’t have done it if it wasn’t like a order from my boss, my wife. But I, I hate selling. I do cause it’s like, I mean all the checklists, all the systems, all the artwork, all the decor, all the trophies, all the awards, all of a sudden all that shifts to somebody else and it’s like, and then they’re gonna to their own credits. You know, they’re gonna change it, they’re gonna make it their own. And that can be hard when you’re like, why would you possibly move the John D Rockefeller poster that is in the men’s restroom that whenever you would use the restroom, you would look at his eyes and he would tell you that a business founded on friendship is better than a friendship founded on business.

Or are there, sorry, the reverse of that. And then a friendship founded on business is better than a business founded on friendship. And you read the quote, you see the rock, you’re going to the restroom. It was a life changing thing. And now we’ve got Chuck Norris there and then you replaced, you know, we used to, we had no break rooms back in the day and now we got cushy ones. And I had, I had a rule, no video games. And now there’s a lot of video games and scooters and I find people that have been Horowitz rule $10 per minute. You’re late and now people are, you know, people are kind to people who are late and just the whole thing changed. And I, I just, that can be very hard at an inquiry. You own Trinity employment and I’m sure you’ve baby Oh as you’ve grown Trinity, maybe people talk to you about merging, teaming up, buying a business, growing a business, selling a business, approached a lot.

Do you have any questions for Tricia and James about Trinity employment or any business out there they might want to sell a business? You know, cause there’s a lot of, there’s a lot of questions people have about selling a business. I’m not saying you want to sell, but in the event that you ever did want to sell, what questions would you have for, for Tricia? God that it’s interesting. You always want to know it or at least we are in, and again, I want to reiterate from people we’re not interested in selling. No, they don’t want to sell it all. He’s going to have it forever. But what is it, if you’re a small business, you’ve never ever thought of trying to sell a business and you’ve never even really thought about it until somebody brought it up. What are some of the things, the key metric things that you need to be looking at to even get ready to sell its powers?

Yeah, so I mean, I think that a lot of businesses, especially the ones we look at, people have a hard time distinguishing themselves as the owner and their lives that is distinct from the business. And so we just see a lot of people who want to sell their business, but they’ve been, you know, just managing the expenses and the finances of the business as if it’s their a life. And that can just be really hard for a prospective buyer to, to unwind and to say, you know, understand, you know, if there’s maybe, you know, a little bit of extra personal expenses being run through the business. Like that’s something a lot of business owners do. But that’s not something that a buyer really wants to spend time unwinding and justifying. So, you know, we’ll see a lot of people that say, well, yes, you know, I know that, you know, my financials say that I have, you know, $100,000 of profitability, but actually, you know, it’s $1 million and just get it unwinding that is really hard.

And frankly, like it takes work for me, the perspective buyer, and it’s just a lot easier if somebody says, you know, I wanna sell my business and so I’m going to start making those adjustments now. So I have really clean financials so that when I go to buyers, you know, I don’t have to have, you know, 17 footnotes. And when I share the financials with them, it’s just, you know, it’s an accurate reflection of what the business is. And I think that’s, that’s the first thing. The second thing is is really trying to train up your people, right? So there’s nobody, buyer wants to work with somebody who doesn’t have a bench. So trying to make sure that you have that middle management of people to say, you know, there are other people around that, you know, it’s not just me, it’s, it’s, this is actually a business is something that takes years to think through how to do. And it’s something to start thinking about. You know, whether you, you know, not the day that you want to sell something to start thinking about like years before you want to sell so that you can get the best price for your, for your company and work with the best partner. That’s a decision you want to make.

I would just add to that is a, I think a lot of business owners or certainly business founders they tend to be highly entrepreneurial. And that’s a good thing. So a lot of times they have instincts that are generally right and if, and if it allowed them to sort of grow their business to a, to a level where sort of selling to some, some, so some other party, whether that’s 10 Mark or somebody else’s is a viable option. Oftentimes I think entrepreneurs you know of that type tend to take for granted the fact that they’ve just been acting on gut instinct. And so the more that, that they can do a little bit of work ahead of a transaction to build additional visibility into how exactly they make money and, and what makes the business successful that that can really help valuation and it can give a lot of comfort to a buyer. And so to be specific about it if we take our hypothetical, you know, hair hair salon we were talking about earlier you know, do you make more money doing regular haircuts, doing color treatments or doing you know nails or some other things. So like if there’s, if you have a little bit of like detail about what we, what we internally call unit economics that can be, that can be extremely helpful and, and I think is something that a buyer we value pretty highly.

Now, real quick context here for you, James. I’ve worked with Corey. Corey, how long have I been working with you? Is it getting close to, I think it’s probably about eight or nine years. It’s gotta be, I mean, I’ve been doing consulting forever. I’ve worked with Corey for a long time. He’s an O G original client there. And I am my business my consulting side of my business that, that, that particular business, I do a make your life Epic. It isn’t, it is entirely unsellable make your life Epic because when anybody reaches out to be a business coaching client, become a client. Andrew, who writes all the business plans you do and how long does it take me to do these things? A couple of hours at least every time. And no one else knows. I’m like the rain man of my thing. So they’ll come see a potential client reaches out.

We only take on a 160 and they say, I need help scaling my landscaping company. And I’m like, okay. And I draw the constellations. I put it all together. Like the rain man usually takes me three to four hours. I come back and I give a plan to a guy like Andrew and I say, Andrew, take them down the path that brought me once a week. You’ll go, what does that mean? Yeah. But you know, we just take you down the path and Andrew’s kind of the Sherpa and I make the plan. And, and what a great [inaudible]. If you want to sell a company, you’ve got to make it, it’s scalable and inquiry. Your business, a Trinity, which is not for sale, you are, are, are scaling you. He’s grown 35% again this year, nine years into business. I do want to ask you this before Corey has his next question. Tricia, how many businesses have you bought or can you even disclose that at this point?

Yeah, so we’ve bought I think 14 I should probably know the answer to this question. 1414 businesses. And so some of them are, are larger and then some of them are smaller and get integrated into some larger ones.

So you bought 42. I just want you to listeners to know they know what they’re talking about. They have a great podcast where you can listen to more about this. Corey, what’s your next question here for, let’s go with James for 5 million mega points. Right, right. How important is, how important is it to you as a buyer of another company for them to have like a procedures manual and all of these things written down, handbooks, operations, MIGS operation. How important is that in your decision making?

So it’s, I would say it’s it’s definitely important. I’d be, and certainly I think we would value a business more highly if some of that exists prior to a transaction. Oftentimes we, we, we are however willing to do some of that work, sort of post-close. And because oftentimes sort of business will have that, whether, if it’s, maybe it’s not necessarily written down but, but sort of that will be, there will be a standard operating procedure, whether it’s documented or not. And we’re looking to identify that as part of our diligence. And, and if it doesn’t exist, we’re looking to get that in place very quickly. Post post-transaction. But certainly the presence of that sort of thing is, is certainly a benefit in our, in our view. And and we would certainly value that more highly than if it’s present in the business. And we would sort of value businesses doesn’t have that a little bit lower.

The thing is, the one thing I have noticed though is sometimes people, it’s like they have a handbook but it’s not actually like used in the business. So you know, they like just to have something so that they can say they have it. But then you ask people in the company like, Hey, like have you looked at this handbook? And they’re like, Oh, I didn’t even know that existed. So to me it’s like you should have these things cause they’re actually a reflection of your business processes, not just so that you can say you have it. And so like that’s when it’s actually really valuable. So when it’s actually like a business document which might end up being something very brief and you know, more like a summary document, which if that’s actually something that other people in the company live and breathe, that’s much more valuable than having like a hundred page manual that nobody’s ever looked at.

I, I can’t, my next question here is for you know, James James, I’m going to throw at you six questions. Rapid fire, rapid fire. This is like the laser show you get, you get a mega point if you get it right, if you get it wrong, you lose a mega point. But because you’re the guest, you can’t ever get one wrong. I mean, it’s, it’s really, it’s set up for you to, to win here. Too big to fail. The show is, it’s just too big to fail. So what I’m going to do is I’m going to throw out a question and I just want you in this as quickly as possible. It was like, you have to tweet it out. Respond is as succinctly as possible. We’ll, we’ll, we’ll see. We’ll test your wizardry. Okay. Here we go. Use your pretty impressive on your podcast, but I want, I’m going to test you here. Here we go. How do you identify businesses to consider purchasing James

Durability of the revenue stream?

What does that mean?

So what we care about is we want to, we want to evaluate if we, if we were to look out a decade or two, how confident can we be that the core product or service that the business provides is going to be in demand and in and around you know, on that timeframe. So what we care less about how quickly the business can grow in the next sort of one to three years and much more about you know, how, how likely the business is to be, or, or at least the, the demand for the product or service is going to be around a few decades from now. And so that’s, that’s sort of our, our, our primary initial filter.

Do you use, do you use brokers, James?

Yes, we do. Typically what we find is whenever we first approach a whatever they whatever is on the market at the moment, we first engage with a broker tends to not be a particularly high quality trade deal. But we do see, we do feel that there’s a lot of value in cultivating relationships with brokers over time and maintaining and, and actively maintaining those relationships. And we find that that then can position us to be maybe not the first call, but sort of among the first few calls that a broker makes when a new deal comes to market and, and, and that seeing that deal flow to us is valuable.

James, doctor, a Timothy Johnson has three questions for you. How much time do you spend on the ground after purchasing a business? Actually on the location at the business?

It varies. I would say anywhere from as short as a day or two to a week. I would say it’s less about the time-span in, in the initial days and more sort of the consistency over time. So we’re fairly consistent about checking up on our companies fairly regularly. And we’re especially consistent in maintaining dialogue with each of our management teams in each of our businesses. But we’re not, but we’re, we’re fairly deliberate about not, and it’s embedding in our companies and on a day to day sort of constant way at bed immediately. Upon closing,

Dr. Timothy Johnson writes, how frequently do you check in with your businesses? Weekly, daily, hourly?

It depends on what’s going on. Like our, we have standing weekly meetings with all of our management teams. And, and, and those can, those check ins can be as short as 20 minutes and sometimes as long as an hour, an hour and a half. And then periodically they’ll be kind of moments where something’s going on. We’re making a, we’re doing an additional acquisition or evaluating some big initiative in the company. And you know, there can be almost daily touch points. But I would like the cadence of interaction is, is weekly as a baseline.

The next two questions are gonna be rough for you. And then [inaudible] we’ll, we’ll be nice with, with your, with your partner, but we’re going to, who is your favorite rap group?

Detention. You can feel it.

I’m a JD fan.

Jay, you’re a Jay Z fan. Are you excited that his music is now available on Spotify today? It came as now available as of this morning.

Thrilled. Thrilled.

Really. You liked you like Jay Z?

I do. Yeah.

Do you have a certain Jay Z song?

I will. I’ll, I’ll, I’ll call. I’m not a huge rap guy person overall, but if I’m just sitting around with them and I’ll cop to be more of like a country guy.

Hey, can I, I want to cue up just a little bit of a song for you. I’m a dedicate this to you. If you heard the song called 30 [inaudible]

I have, yeah,

This song is great. Jay, Adam, Spotify.

Now will young age show. This song’s about shin Mark in my mind, there’ll be an educated in buying businesses. This is the GenMark theme song. Boys how to do this thing. Just listen a little part and we’ll just do like one verse and we’ll get back into this full ask Trisha questions. The maturation of JZZ. Oh, the maturation check me out. Thirties the new 20 I’m so hot. Steel. Better bra. Better bill. Huh? Betty yacht? No bet a hundred mil. They bought a song. Fin. I probably started another train. I know everything you want to. I did all that by the age of 21 but 22 ahead. That brand new act. Cool. I guess you could say to him Monday, just be gun. I’m young enough to know the right car to buy. Get grown enough stock to put rims on it. I’ve got this six two suit coat in so you can’t see me in R D you need to have the foot tent. I don’t got the bright wax. I’ve got the right watch shall buy out. I put the night spot. I’ve got the fright. You guys buy nightspots

What’s that?

Do you guys buy nightspots? Do you buy buy bars and restaurants?

Oh,

Not really. Okay. Let me keep playing. Okay. Austin wrote this best movement in like white. I know you like this is a child abuse cook dice. I might just be nice. Two more seconds here. We got boys st ready. Thrill the song goes out to James. Yes, Matt. Canvas baby boy. Now grown up. You write your pants sag by the way, James, back in the day.

Yeah, for sure.

Oh yeah, I just got street. Oh Carrie not slide. Yes. Okay.

All right. Okay, now we’ll get serious. Now Wes Carter give you the microphone like you’re a member of the Wu Tang clan. Everybody has a mic. I want to hear some more stories. So one of the things, and I’ve represented quite a few people that are buying or selling businesses. So one of the things that always freaks me out and scares me is when the other side is not represented by counsel. So either the broker’s doing it, you know, play an attorney or they’re just saying, Hey, I don’t need an attorney. I’ve been in business, I’m going to do it myself. Which always scares me because, you know, I like working in other attorneys, so I know that they’re getting informed. They understand what the documents mean. Have you ever been in those situations where the other side’s not represented and you’re, you’re, you’re trying to educate the buyer or the seller, you know what I mean? Tell me how that works usually, or have you had any weird situations like that?

Yeah, we’ve, we’ve had plenty. The I would say, I guess our perspective is it’s highly dependent on like who, who the advisors to the seller are. And and so you can get I think you can get some advisers who have been invaluable in helping a deal get done fairly smoothly and, and they’ve, they’ve exactly what you performed exactly. The service you’ve, you’re describing where there’s an educational component, there’s an important like informing the seller that you know, kind of about what’s normal and what’s kind of standard for, you know, there’s the language in a purchase agreement. The however there I think there are other advisors who may who the seller may trust a lot but maybe don’t have a ton of M and a experience and they may be sort of playing sort of a more aggressive hand than they actually sort of have in terms of their ability to actually sort of facilitate the transaction.

And those cases we actually prefer to deal principal to principal and it’s sort of our job at that point to build enough sort of trust and rapport with the other seller with the seller. To sort of explain how these things are going to happen, to sort of translate the legal ease that inevitably comes up and to help navigate any gaps. I think we view the we do the transaction process as a very personal and sort of intimate thing. And, and frankly, we’re usually dealing with people who are only going to do one transaction in their life and that’s the one they’re doing with us. And so we we re we respect that and understand that a lot. And, and we, we recognize that part of our job is not only to get the deal done, but also to get it done in a way that is fair and transparent.

And we don’t really look at the, we look at the negotiation of the valuation for the business as the time to, you know, to assign value to, to the business. And, and the other, the other phases of the process whether it’s things like asset allocation or or the specific terminology within the agreement, we just want that to be done in a fair and transparent way that reflects the understanding between the parties. And we don’t really look at that as sort of an additional opportunity to extract value. You know, that may not necessarily mean we’re getting every last dollar. But I think what it’s, what it helps us do is build, build trust in a, and a reputation for being kind of authentic and open and, and how we can, and how we handle deals. And we think that’s gonna put us, you know, stand us in good stead over the longterm.

So you obviously say, you know, it’s, you’ve been through this many times now you know what you’re doing. Have there been any instances where despite your due diligence that you get to the other side of the transaction and there’s been some funny business, someone’s cooking the books or [inaudible] or have you had some, some big surprises after closing?

Yeah, I would say I don’t know that we’ve ever come across this in a scenario where there’s like, Oh, over cooking of books that we’ve uncovered. Yeah. [inaudible]

Okay. All right.

For like light appetizers. But no, I would say in general, there’s I would say a it kind of comes back, I think to some sort of the comments I made earlier about you know, founders, owners, like folks who found companies and take them from zero to, you know, say 5 million or 10 million of revenue generally speaking, but the folks who have that skillset and, and that sort of entrepreneurial itch and like risk tolerance and all of those, all those things tend not to be the same people who are going to like rigorously pick apart the financials every month and identify, you know, exactly how every dollar is accounted for. I, you know, that’s a big generalization. I’m not saying that’s the case and it’s the case all the time, but as a, as a general rule will be observe is there’s a level of sort of granularity of financial reporting that we generally bring to most companies post-closing that hasn’t existed previously. And sometimes that can uncover sort of trends in the business or you know, or, or, or sort of particular spending patterns that maybe we didn’t fully understand when we were first doing diligence.

So you go in expecting a little wiggle, wiggle, wiggle room, the socks.

I think that’s part of the, I mean I think, you know, a lot of smaller businesses sort of don’t have perfect data and so if you’re going into the transaction, assuming it’s, you know, you’re getting kind of perfectly audited, set the financials of a public company that that’s just an unrealistic expectation. Yeah. So part of the reason why small businesses transact at, you know, four times or five times cash flow and not, you know, eight, nine or 10 times cashflow or more where you’d see sort of, you know, bigger LBO type things get done is because of this sort of uncertainty in the data. That requires that there’s sort of an additional margin of safety to accommodate for the fact that there isn’t perfect transparency.

You just said James, at the elbows that we use at LBL, correct? Yeah. What does that mean? If you’ll, if you’ll break down what that means for our listeners, I will share a what opp means. I’m just kidding. I will not, I won’t do that.

So yeah, so the, a lot of times where we are sort of lumped into the, and I think there’s some reasons why we feel we’re a little bit different, but, but you know, rightly or wrongly, we’re lumped into kind of the broader private equity industry. Mo, most companies that are that carry that, that sort of private equity label are managing quite a lot of money. Generally other peoples and are, are focused on transactions that are, that are far bigger than the ones we we’re talking about on this call. And we’re talking about in the, in the a hundred million, hundreds of millions or billions.

And that stands for a leveraged buyout. Correct. Leveraged buyout. Yeah, exactly. Okay. And

So companies would you know, would would acquire a larger business with a bunch of debt and generally they’d be valuing those types of businesses at a much higher multiple than we’ve been talking about.

No, I have a three final questions for you that I’d like to ask. And then these guys can one up me if they want here. Chin Mark. What does chin Mark mean?

Ah yeah. Y’all go. So my brother and I used to live in Japan when we were growing up and my brothers, he was learning English was, you know, sort of bombarded with both English and Japanese at the same time. So his word for question Mark was 10 Mark. And and that sort of became a kind of internal sort of family term for kind of taking the plunge into the unknown and sort of pushing boundaries and kind of always asking sort of what’s next. And so we, we felt that was when we first got into this, we literally knew nothing about a fire in small businesses. And we still, we still feel like there’s a lot to learn. And we still feel like a core part of our culture is kind of focusing on sort of what’s next, next and continually working to sort of push our boundaries. And so we felt that that’s been a, I think that’s, that’s why we named our firm accordingly. And it’s sort of a core, core part of the culture

When I play some Japanese music. Do you feel like you’re at home? You feel your home is, this doesn’t work for you?

Yeah. Very normal. Yeah.

Okay. Okay. Now I have my final two questions. This will be for Tricia the real brains of the operation here. Okay. Tricia, I’m going to play an audio clip. This is, this is an audio clip from it. It’s a, it’s one of our listeners, I believe. Well, not our listeners. The listen to another show. It does listen to your shore, our show. He’s like he found some other random show on iTunes, like how to get rich and seven minutes or something and he’s taken over his dad’s company. Okay. His dad’s company, they sell car parts. His dad sells car parts and he’s taken over as his dad had a sudden death, his dad died. So now he has to go out and try to sell the car parts to their, you know, the, he already has current pretty consistent revenue. Trisha, you know, the revenue is very consistent over time.

He’s got 20% margins. He’s got that consistency of the income and you guys are looking into buying his business. And you know, he sent me an audio clip and he wanted you to listen to this. It’s about a minute, 30 seconds he wanted and he’s having a hard time selling and he wanted to know if this will prevent him from being able to sell his company if it makes it less sellable. And then maybe also you could share with what kind of things will make your business unsellable. Okay, so I’m going to keep the audio. This is a listener out there who, not to our show, other shows who would like to sell his company. He’s taking over his dad’s business. Let me cue up the audio. Just

Trying to say is that our new brake pads are really cool. You’re not even going to believe it. Like let’s say you’re driving along the road with your family and you’re driving along on it, then all of a sudden there’s a truck tire in the middle of the road and you hit the brakes. Whoa, that was close. Now let’s see what happens when you’re driving with the other guy’s brake pads. You’re driving a lie. You’ve driving a lie and I was done. The kids are yelling in the backseat. I gotta go to the bathroom, daddy. Now. Truck tire stop. There’s a cliff and your family’s screaming. Oh my God, we’re burning alive. No, I can’t feel my legs dragging. And the medic gets out and says, Oh my God, new guys in the corner puking his guts out. I don’t want to save a couple extra pennies. And to me it doesn’t get out. Now

What makes your business unsellable and why is that guy probably going to have a hard time, you know, selling his company you took over for his dad.

Well, I mean, I have to give him process. I’m good at. That’s some good advertising. Right? They’re very, very, very memorable.

Okay.

When a business seems like there’s, my business seems like it’s just a guy. Or it seems like, you know, it’s not being run professionally. It’s, it’s hard to, it’s hard to manage. So, you know, sounds like a, a good advertisement. But for me, you know, if it, if it doesn’t seem like it’s somebody who’s really serious, it’s, it’s hard to, hard to get over the hump of saying like, yeah, I want to give this person a lot of money for their business

In anything else. I mean is does perpetual lateness, inaccuracy and financials, I mean, what other character traits you look for where you go? That right there. Trisha is a deal breaker.

[Inaudible] Our big rule of thumb, and this is like unscientific, is that we can pretty much tell within like five minutes of visiting someone’s office, whether it’s a business we want to buy or not. Not that an office, not that an office has to be nice. Like fancy. Not fancy, but if an office is dirty, if it’s unorganized, if it, you know, it’s just dingy or like it, it’s like you can just kind of tell, you know, they’re just like big, huge piles of like random tools and like the corner, you know, it’s a reflect the office is a reflection of the business processes. And if the office is messy, the business is messy. And we haven’t really seen any exceptions to that rule. So it’s not like it has to be perfect. But we’ve been in some offices that look like, you know, just complete messes and it’s just, you know, we’re not gonna fix that.

And it makes you really wonder what you’re buying. So that’s really like a huge gut check for us. Same thing with the responses or the ability to turn around information requests quickly. Yeah. So you know, a lot of times when you’re first looking at a business you know, there may be an initial visit or something, but at some point along the way, pretty early on there’s going to be, you know, some type of requests for information, whether that’s financial or operational. And the the speed of the turnaround there tells us a lot about sort of how sort of organized and and pulled together the business. Cause we might say, Hey, you know, that sounds interesting. Send us the financials and then they’ll go sass for two months saying like, they’ve got to get them ready and you’re like, it shouldn’t take you two months to get your financials ready. So the responsiveness is a big, you know, usually when that happens we just say like, you know what, it’s not the right fit for us. And then obviously like the basic things like, you know, being rude to people saying like racist or sexist comments you know, like all those things are pretty cool.

Real quick notes, don’t tell the listeners out there. We have a lot of our, a lot of our listeners are great people. They have friends who are not great people that you know, that they associate with. Make sure if they’re, if you’re gonna say racist and sexist things, do it after the deal’s done. Is that a tip? That’s the ticket?

No. What? It’s actually interesting because like a lot of [inaudible] I actually get like a different perspective than like James and Palmer do. Dealing with some of the guys. And so like I can actually see sometimes a little bit of a different side of people that they might they might not realize they’re presenting. So kind of get a sense of that.

No, James at Kellyanne parks, we do a great job. I just want you to know, I hate white people. I hate white people. Not a big fan of women or white people. Just want to get that out. That going to be a deal killer. I’ll get you my financials in four months. And by the way, those tools over there, those are random, but I have a plan that’s, that’s the key to not getting a deal. Okay. I just want to make sure. Okay, so we have time now for rapid fire questions from West Andrew and from Corey. We’re going around the horn. Here we go. Andrew, you worked with a lot of businesses that are in this category, five to $15 million businesses, people with 50 employees, 30 employees. What’s a hot question that you have for either Trisha or James, but make sure we designate who the questions for? Yeah, I’m a, I’m curious let’s do a, it’s kind of for both of you, but let’s go Trisha, let’s go with you. What is what is your end goal? Is your goal to own a hundred businesses? Is your goal to own, what’s your end goal? Do you plan on selling them all at one point, cashing out and go buying an Island or what are you doing?

So our goal is not to sell. We were trying to build companies that were going to own basically indefinitely. And I think if any, if we were to have you know, a sale of any thing, it would be, you know, a partner in our larger holding company. But that’s not going to be anytime soon. So our, our end goal

Is not necessarily to have a hundred companies. But I think it could happen. You know, right now our goal is to get to like 100 million of revenue. And then our goal will be to get to get to two 50 and then our goal would be to get to 500 and then, you know, we can do another podcast and you can ask me what my goal is there. There you go. We talk a lot about having kind of big, big ambition but incremental thinking. So, you know, our goal is to close the next deal well and keep sort of stacking up if we keep stacking up those you know, we, we sort of have strong belief that the big picture

That is very bill Bellacheck. Yeah, that’s a great answer. I hope you’re not offended James, but I, in preparation for the interview, I broke into your office West, West. We’ll deal with this later. Broke in after after work and I got out. He is a notepad, you know, it’s like where he keeps his journal. It was marked private. I was reading his goals here it says I’m young enough to know the right car to buy yet grown enough not to put rims on it. I got that six deuce with, no, these are JZ lyrics. My bad. I thought I was reading my bad. I’m sorry about that. I was just great goals, great goals. A West. The final question here for, for James about other JZ Wu Tang clan. Ah, Tommy boy. Anything at all? Well, I have something that might be a political tour listeners out there. One of the things I talked to about clients starting businesses, how are we going to settle disputes? So I know we had mentioned there’s a, you know, I think Tricia’s the mediator, but James with three people. I mean is it, if you don’t all three agree, you don’t do it, is it majority vote? Do you arm wrestle? How do you decide if there’s a difference in opinion, whether to move forward or not?

Yeah, most mostly I’m wrestling. I think that that’s, that’s [inaudible]

Beautiful. Always a fair way to do it. That’s a great way.

Yeah. no, seriously the I think that the point you brought up, I forget who it was, but earlier in the call someone mentioned sort of how you know, with, with family especially, it’s like you get along until you don’t. And I think we’re, we were all, all three of us were very aware of those, those sorts of risk factors when we first started started this. And, and sort of the one, the one rule we have and that, that we’ve been very, very diligent and sort of aggressive about sticking to is, is sort of open dialogue and transparency across the three of us. And so it isn’t that we don’t just agree we, we actually do quite regularly. But we, the commitment we made to each other is that we will never let those things fester.

And so the disagreement ended up being kind of small brush fires instead of like big, giant forest fire type things. And as, and I think like that the commitment to that for the three of us collectively, I think not only helps us generate better work products because you know, often that that kind of creative process of like hustling ideas back and forth helps us settle on a, a good finished product. But it’s also helped maintain really strong relationships between the three of us where we feel like there’s an opportunity to voice concerns early and often in a way that ends up sort of helping the longterm partnership.

So two

Did feels like hiring people and deals. We all have to agree, but one person is out and then, you know, we’re out and we respect, we disagree but commit and that’s fine. And we move on. We don’t hold it against the other. We can tease them if it’s obviously the wrong decision after the fact

As you should, as you should.

Yeah. But we, we, we, we say like, that’s just the way it is. Everybody’s on board or they’re not. And we all know at one point we’ll be the person who’s not on board and we respect that. And just move on and

Okay. Yeah, go onto the next thing

West. Okay. I again, legally, I don’t know if I can do this. I was recording one of their meetings where they were really fighting a lot and I’ve got the audio. This is, this is, let me queue it up here. This was the audio, right?

It sounds a lot like street fighter two 12. And this thing is coming out here. I wonder what that was. That was James getting into it right there. That was all good. It looks like James is his body slamming, calmer. Paul, he’s, you’re getting into it. James has got him. He’s got him in the death grip.

Three. Agree. Oh, look at what happened. The three agree. That’s incredible.

Hello?

You hear me? Okay, Corey, we have time for one last question here. With these incredible folks at chin Mark capital, which, ah, has Japanese origins. I’m interested to hear them. Just briefly describe the most impressive company that you’ve ever looked at. What were some of the things that you just wow. Beautiful. That’s a good question. Yeah, that’s a good question. It’s a great question. I’m gonna keep my, my romantic music to get ready for this. Okay. I’ll let you guys go. Whoever wanted me to, it’s a, it’s a husband wife thing. We’ll decide who wants to tackle this question. I know it’s always a moment of a hard question because everything seems great until you know more about it and then rubs off a little bit. Once you’re in the nitty gritty, things are always better before we buy them. Always better before you buy. I

Think, you know, the I, when we, when we sort of have these types of conversations, we like it. It’s mainly focused on more like business models and industries that we usually passed on. Like, I think the, the regret list is, is fairly long. So you know, they’re there. I think in addition to that sort of durability of revenue piece if we can find businesses that perform a service that is mission critical or even regulated to some degree but, but ended up representing a fairly small portion of their end clients overall budget that ended up being like a really, I think, interesting sort of niche to be in. And there there’s a few businesses like that that we’ve, that we’ve come across that have had valuation expectations sort of towards the higher end of where we’ve been willing to pay.

And I think w, you know, when we talk about it with the benefit of hindsight, we sort of feel like, you know, I, I think in general the three of us have a bit of a value bias. So, you know, it, it, you know, we, I mean like any buyer would prefer paying lower prices, but I think that that is a, a bigger factor and has been a bigger factor in our, in our decision making. And as we sort of are a bit self critical and look back on it, there are certain businesses in certain industries that just have dynamics that are worth paying up for. And and so I think when we look back on it, you know, anything that sort of fits that profile, we’ll, we’ll look up, we’ll look at certainly more more seriously and, and, and be willing to, you know, contemplate a higher multiple just because of the position that it’s ended.

If I was going to buy you guys, I’ll tell you what, it’s going to be $1 billion. You guys are incredible. You guys have been great guests and all I ask my final ask here is could you give a shout out to Tim Johnson? He said he’s done. He’s an ophthalmologist. You know, he’s a guy doing very well. He just needs a little shout out.

Absolutely. Thanks Tim Johnson for recommending us. And if you’re ever in Portland, Maine, we’ll buy you a lobster roll.

Oh yes. And by the way, this is Tim Johnson laughing when we had them on as a guest. I mixed him laughing with the audio of naked gun where Leslie Nielsen forgets that he’s wearing a lavalier mic while going to the restroom. And something about this audio mix changed my life. So I’ll play it for you now. Twice the first time. Try not to smile the second time when you smile, you can let it out. Here we go. This is Tim Johnson laughing mixed with Leslie Nielsen from naked gun wearing a microphone.

That’s how he laughs. He’s serious to labs like this. This is his. He is perfect

Fact that the perfect flap and then incredible. That’s a gift to you. And now without any further ed do, it’s time to end this show with a boom because boom stands for big, overwhelming optimistic momentum. Are you ready? I feel like I’m ready. Are you ready? You are ready. Am I ready? You were ready, but then I wasn’t ready. Now I’m ready. Are you ready? We’re both ready. Here we go.

Hi, my name is Tim Johnson. I’m the owner of Tuscaloosa ophthalmology as well as Southern eye consultants to ophthalmology practices in Tuscaloosa, Alabama. And I’m a client of clay Clark. I am a big fan of business podcasts and his podcast popped up as a recommended listening. So I started listening to the podcast. I was a little suspicious or skeptical because I thought there was going to be like an upcharge or an upsell. But the idea of the month to month canceling really appealed to me and I kept waiting for the shoe to drop and for the upsell or for the scam to come in, but it never did. It’s very legitimate. Since working with clay I’ve gotten a much firmer grasp on how business works even in medicine. Business is business under I’ve learned a lot about marketing especially how Google reviews work and how important that is. And that’s very important even in medicine. At least once a week, if not every day I get a new patient because somebody’s a Googled eye doctor and Tuscaloosa or T or ophthalmologist in Tuscaloosa. And you’d be amazed how many patients just look for an eye doctor that way. And so he’s really changed our business. Our business has grown a lot to 15 to 20% this year.