What are some things people need to know
if they're thinking about selling their
business? What are the typical things
you see that people don't know before
they go to market?
>> So, the the biggest thing is the
financial statements. At some point, you
need to mature and hire somebody that's
adequately managing these books. How are
you going to go to market with
financials that aren't accurate? We had
a client that had nearly $20 million in
gross rev and 4 million in Ibita, strong
margins in manufacturing. Yep.
>> But 98% of their business was two
clients.
>> Yeah. So if that one of them leaves, you
lost half the business.
>> The financials, that's the number one
thing. Uh B2B businesses, the biggest
thing is customer concentration.
>> How long do you typically work with a
company before you take them to market?
Welcome back to another episode of the
M19 podcast. Today we're going to be
talking about mergers and acquisitions.
We are here at the beautiful Tory Pines
Lodge. It's absolutely incredible
overlooking the ocean and the courses
and everything else. And I got my good
friend and M19 member, Wes Shelton.
What's up, man?
>> Hey, how are you, Ryan? Thanks for
having me.
>> Yeah, appreciate you being here. And,
uh, bro, let's jump into it. Tell me a
little bit about your business with the
MN or MNA space. It's a tongue twister.
>> Yeah. Yeah, it is. Sure. Um, yeah, I'm
Wes Shelton. We're uh SM2 Advisors.
We're a boutique M&A advisory firm
mainly working on the sell side. Okay.
We're nationwide. We have all of our
business comes to us through referral
and word of mouth, you know, mainly
through financial advisors, attorneys,
accountants, stuff like that. And so,
um, I've been with SM2 for 15 years. Um,
my partner who founded it, um, back in
the '90s, you know, he's been doing this
a lot longer as well. So, um, so yeah,
you know, really we work on the sell
side, um, with owners, typically private
owners, bootstrap businesses that are
um, lower middle market, so 5 million to
100 million in enterprise value. So, the
strata we work in is typically above
what most business brokers are doing,
but what most investment banks are
doing. So, we we really serve that niche
and and um
>> yeah, it's kind of an underserved niche,
right? Because, you know, you got the I
don't know, the the Chases and the JP
Morgans of the world going after all the
huge deals and then you've got like kind
of smaller brokers selling the $1 to5
million deals and then like nobody's
kind of serving like you said the $50 to
$50 million range very well.
>> Yeah, that's exactly right. I mean, we
actually get calls all the time from
from Merrills and from Goldman Sachs,
hey, we got a $20 million car
dealership. that's too small for us, you
want it. We're like, not only we want
it, we'll knock it out of the park for
them, right? That's that's just the
niche that we serve. And um
>> it's really all about like discretion
and confidentiality because most of the
owners that we deal with, they're very
sensitive about that. They don't want
their employees to know.
>> Yeah. Yeah.
>> They don't want their competitors to
know. And so like it's just a very
bespoke process.
>> So your your partner has been doing this
since the '9s. You've been there for 15
plus years now, too. I mean, how much
how many transactions have you guys
done? Yeah. So, as a boutique firm,
we're the we have a support staff, but
we're the only deal maker. So, you know,
we do three, four deals a year. Like,
we're killing it. Yeah. And because we
really don't want to bring on
>> Yeah.
>> a bunch of advisers and have to babysit.
That's, you know, maybe the model for
other firms or what have you. But, so
we're I mean, we've done in 15 years um
we've
>> I mean, hundreds of millions, Ryan.
Yeah.
>> You know, but we've done deals as small
as 3 million and we've done deals as
large as 180 million.
>> Yeah. you know, but most of them are
1020 million. Like that's because
there's more of those, right?
>> Yeah. And what are what are the typical
businesses that you're seeing in those
range that you're selling?
>> Yeah, we've done quite a few
dealerships. So, um yeah, car
dealerships. We've done farm and tractor
dealerships. We've done boat
dealerships. We've done multiple deals
like that, iconic, you know, shipyards
and things of that nature. And I'm I
live in South Florida, so we see more
deals in South Florida just because
we're there.
>> Cuz it's like transient or what? people
want to move and sell or just because
you get deal flow there.
>> It's just because I know more I'm third
generation businessman that down there
and so but like it's a huge marine um
you know hub there. Fort Lauderdale is
the Venice of America they call it. So
we've done you know quite a few
businesses in that space.
>> Cool. So with that being said, what are
some things people need to know if
they're thinking about selling their
business? Because we've got a lot of
guys in here at M19 that are running
great businesses, seven, eight figures,
nine figures in revenue. And so clearly
they've got some enterprise value. What
are the typical things you see that
people don't know before they go to
market?
>> Yeah, it's really really simple. You've
got to plan and it's never too soon to
plan, but you got to get your financials
in order. You got to make sure your key
talent is locked up and tied to the
business. Um you've got to make sure
that your legal documents in order, your
bylaws, your articles of incorporation,
all of these things. But if you don't
plan ahead, you know, 80% of businesses
that go to market don't sell. You know,
if you went on bis by sell right now and
you took a screenshot of all the
businesses for sale and you went back a
year from now, most of them are still
going to be there because it's garbage.
You know, they might be making lots of
money and they might have a history of
revenue and and track record and all
that, but if they haven't planned
properly and a buyer's going into
diligence, they're just going to get
destroyed.
>> Like what are some examples of planning?
Let's say their Ibidas are good and all
this stuff like so what's not being
planned properly? So the the biggest
thing is the financial statements, you
know, because you think about it, most
businesses that are started from
scratch, the owner's doing the books,
right? You don't you may or may not have
an accounting background, maybe you got
a partner in the business that's doing
it
>> and they're just not clean. And then as
you get more mature and you grow and
you're making more money at some point,
you need to mature and hire somebody
that's adequately managing these books
and what you think you're making is an
accurate representation of what you're
making. But how are you going to go to
market with financials that aren't
accurate?
>> You know, so you if you think about it,
right, like you're really only hurting
yourself. So if you're actually making
less money than you think you are, the
buyers are always going to find out.
>> Yeah.
>> And you're already going to be down the
road at that point, having spent lots of
money and, you know, attorneys fees and
what have you. If you're actually making
more money than you're representing,
then you're hurting yourself because the
buyer's never going to tell you, "Hey,
Ryan, congratulations. I just got done
with diligence and you're making you
know 20% more you've done than we
thought.
>> So you the financials that's the number
one thing. Uh B2B businesses the biggest
thing is customer concentration.
>> You know we were working on a deal last
year
>> where we had a client that had nearly
$20 million in gross rev and 4 million
in Ibida. Strong margins in
manufacturing y but 98% of their
business was two clients.
>> Yeah. So if that one of them leaves, you
lost half the business.
>> And and it's hard, you know? I mean,
it's you can't just go out tomorrow and
pick up new clients and you diversify
your customers. So that takes time.
>> Yeah. So with that being said, how long
do you typically work with a company
before you take them to market? Because
I got to imagine somebody's watching
this, they come to you, they're like,
"Hey, I'm thinking about selling my
business." And it's like most aren't
going to be prepped the right way. Like
like, "Oh, dude, we can go list it
tomorrow."
>> Yeah. Most. So you know the answer to
that is we we do an assessment called an
exit ready assessment which essentially
that is a opinion of value plus a
comprehensive scorecard an exit ready
scorecard and with that we provide it to
them and say here's an action item of
things that you can do over time. We
don't do that work. So we have a number
of consultants we know we can refer you
to that are exit planners.
>> Yeah.
>> Um but I mean it can be yours.
>> Yeah
>> for sure. But we say come talk to us
first. Like we don't need a check. We
don't need money. come talk to us. We'll
take a look at your business and we'll
help get you on the right path so that
when you are ready, you know, we can
come back to the table and we can we can
hit the road.
>> What are some expenses that people need
to factor in? Let's say you're running
this $20 million business, 4 million
IBIDA, how much are they going to spend
going to market?
>> Well, if it's if it's ready to go or if
they need, you know, some,
>> let's assume they need some stuff done.
the average person,
>> you know, for a $10 million business,
let's just say, I mean, you could easily
spend $100,000 in exit planning.
>> Yeah. Just get your financials in order,
audits,
>> all that. And and these are people if
you find the right one, they're very
good at talking to you have to think
sometimes if you got you got family
members in the business, you got kids or
you got spouses or you got, you know,
siblings in the business, and you got
key employees, you want to keep them
around. These people are very good at
talking to those people and making sure
that everybody's on board with the
mission is which is we've got to have a
succession plan and we all have to be on
board with it.
>> But that can easily be 100 to $150,000,
>> right?
>> If you need a lot of work done.
>> Got it. So with that, what's the current
climate today for selling businesses?
It's challenging because what's
happening in the private equity
environment which is basically driving
most buyer M&A behavior market is
private equity or private equity backed
businesses
>> they are having a harder and harder time
exiting their portfolio companies their
hold times are increasing more outside
of their investment window right so
where it used to be four or five years
average hold now it's six seven years so
what's happening is as a reaction to
that they're scrutinizing more in the
front end on diligence
>> yeah because they don't have the
liquidity to go buy the next one.
>> That's right. 100% true. And so they
that's outside of their investment
criteria to hold businesses for 6 7 8 10
years. So they're going and saying,
"Hey, we got to look even deeper and
more into the minutia to make sure that
we're buying the right companies." So as
a result, you know, more and more
companies that go to market aren't
selling.
>> What What What are some hot markets
right now? I mean, clearly AI is getting
a ton of funding and acquisitions are
happening. What are some other ones?
>> The trades. Yeah,
>> the trades, HVAC, plumbing, pest
control, um, electrical contracting,
these are businesses where because if
you think about it too, they're not
going anywhere. Like your toilet
explodes, like it needs to be fixed. You
know, your you lose your electricity's
out, your AC's out, everybody is
basically
>> sweating now nationwide. These things
have to be fixed. And the younger
generations are less and less
technically mechanically capable fixing
things on their own. Like my
father-in-law could fix anything now at
70s something years old, but my dad I
mean my generation, I mean I can hang a
picture frame and you know patch of
drywall. That's about it.
>> I can look at financial statements. I
can
>> Yeah. help you find a buyer.
>> Yeah. That doesn't help the uh the leaky
toilet for sure.
>> Yeah. How do you guys go about finding
buyers? Right. So you're going on the
sell side. You're you're marketing this
thing. Like what do you do?
>> It's all basically research. Yeah. You
know, we subscribe to a number of
databases that help us identify. You
really want to go after the buyers that
are actually active in the market
because those are the ones that are
acquisitive minded where they know the
value that is added by making
acquisitions. I mean they say I've read
in places like the stock market the Dow
Jones growth over the last 60 or 70
years is almost exclusively through
acquisition and not organic growth.
>> Wow.
>> So they're the ones that know hey I can
afford to pay five six seven eight nine
sometimes double digit earnings in Utah
>> to acquire companies. So, those are the
one like people, you know, you could go
to your competitor and say, "Hey, do you
want to buy Ryan's business?" And if
they're not equition-minded, like
they're not going to be thinking, "Hey,
I'm going to pay a big number because
this is going to make me a lot more
valuable."
>> Right. 100%. So, let's transition a
little bit. You know, we're out here at
Tory Pines, uh, playing golf and
everything else. Uh, tell me about your
golf game and, uh, you know, why you
like it. Yeah. I mean, what a an amazing
like organization you put together
because, you know, I've been playing
golf. I'm I'm 49 years old, so I'm
dating myself here, but I've been
playing golf for 40 years.
>> Wow.
>> And
>> you wouldn't necessarily know it by my
my uh my scorecard, but I can I can I
can hit the ball now. You just don't
always know where it's going to go. But
golf for me is is just an amazing game
in so many ways. And I suspect that's
why M19 exists in part because you can
go out with three total strangers and by
the end of the round,
>> you know, you're sharing a beer and
stories and, you know, all that stuff.
And um there's no pressure around it.
It's unpretentious to me. Um every golf
course is different. I mean, the weather
here is unbelievable. 71 degrees this
morning.
>> Yeah.
>> But um yeah, I mean, golf was my way of
bonding with my father, you know, when I
was growing up. My my father is a
professional race car driver and um I
was six year I'm six years younger than
my brother. So when my dad was racing my
brother was able to work in the pits and
you know work on the car and I was still
a little kid. I wasn't allowed to be I
had to be in the stands and I I didn't
really get to connect with my dad in
that way and then when I started playing
golf he was bas literally pulled his
clubs out of the attic
>> to play with me and dust him off and
that was our way of bonding and
>> 40 years later we're still playing
together and take we took a trip to
Ireland two years ago with my son came
with us too who was 17 at the time and
it's just an it's a it's such an amazing
sport in that way. Um it was only
natural to, you know, join M19 and do
this and get to see places like Tory
Pines that I've never been. I've been a
lot of places, but I haven't been here.
And yeah, you look at the the schedule
next year and there's a lot of places
I'm like, how do I even pick?
>> Yeah. How what do you think of just the
views from this lodge right now?
>> You know, it's I love how in California
they seem to like build things that sort
of blend in with like the
>> the environment, right? It just it seems
like this hotel was just like born here
or built into the side of the hill and
the ocean views are amazing. I I'm I
live three blocks from the Atlantic in
Fort Lauderdale, Florida. But
>> yeah,
>> California views are they're hard to
beat, man.
>> Yeah, they are. And the weather the
weather's tough. So, what do you think
is uh your first because this is your
first trip? Yeah. So, what's been your
impression of uh you know, hanging out
with guys? I know we haven't played
around yet. We're getting out to to play
our first one today, but how's it been
going?
>> Yeah, it's great so far. I actually
brought my wife on this trip. Um, you
know, she just doesn't go on me with
business trips, but never been here and
I thought
>> we're about to be empty nesters. Ryan,
Sarah, we're trying to uh figure out
that that whole new life. But, you know,
I think it's so far we got we went to
the, you know, cocktails after dinner
last night and I love that
>> you everybody here is pretty down to
earth so far and um, you know, but
everybody's like-minded. You know, we're
all family people and we're very driven
by our business and motivated and we
want to make the best use of our time.
And I think when you join something like
mastermind, it's an admission that like,
hey, I don't know everything. Yeah.
>> But I want to be around other
entrepreneurs and like-minded people and
try to learn and grow and um blending
that all together with golf is just, you
know, it's a great place to be. I think
>> what do you what would you say to
somebody who's been thinking about
joining, they've seen the ads and
whatever else and maybe they're on the
fence.
I think pull the trigger because um it's
a great way to spend your time and if
you're you're already a golfer um I mean
the destinations you pick are amazing
and some of these courses you can't
necessarily get on Tori. Yes. But um you
know everything's very well organized
and you know Tiffany gets a lot of that
credit I'm sure. I mean just there's no
questions unanswered and um I mean I
think it's a great use of time and money
and um absolutely would pull the
trigger. Yeah, you guys know I love the
game of golf and that is why I started
M19. It is a golf mastermind for
entrepreneurs who are doing over seven
figures in their business and who want
to go on bucket list golf trips
together. We already have hundreds of
members all across the country and we've
been to some of the best courses in the
world, places like Pebble Beach,
Pinehurst, Bandon Dunes, and many
others. The course is the best place to
do deals, make great relationships, and
have fun. So go to mastermind.com today.
So, as we start to wrap up here, what
are the plans for you? You know, what's
the future look like for the business,
for your family? You said you're about
to be empty nesters. How do you think
the next five years are going to go?
>> Yeah. So, one of my big goals is to be
able to travel more. Yeah. And my
business gives me the freedom to be able
to do that. Do it from anywhere, which
is neat. And I think yours is probably
somewhat similar.
>> Um, just to travel and see the world and
and um I want to get my go. I I was at
one point a six handicap and now I'm a
13. So there's really no excuse. Yeah. I
mean it's like
>> there's no excuse for that and I hit the
ball probably farther than ever you
know. So um you know link's not an issue
but you know travel see the world
continue to grow my business and really
as as my role at my firm SM2 is to
become more relationship management and
rain maker and less bogged down in
individual deals and due diligence and
I'm I'm better at that anyway. just
relationships and managing processes and
managing deals and not, you know, the
minutiae of, you know, due diligence and
and all that, you know.
>> Yeah. You want to get a deal done in
place and then let the team handle the
transaction thereafter.
>> Yeah. 100%. So, we've done a great job
of adding some people on our team that
do really good. We have one guy that's
an X advertising guy that builds all our
pitch decks and they're phenomenal.
>> I used to do it.
>> Yeah. He's way better than me. So, it's
like it's all about how to how to scale
properly. Really? Yeah. I know.
>> How's AI impacted you guys' business? I
think about pitch decks and everything
else. It's like, man, dude, AI can crank
them out real fast.
>> Yeah, it it's, you know, AI has been uh
a big help for us. And also for me, you
know, I built some custom AI tools and
just having a tool to bounce ideas and
thoughts off and filter. Yeah.
>> Uh has been great. I mean, I it's almost
like having a clone, right? they can
help do perform tasks but also, you
know, kind of keep you honest and make
sure that, you know, you're sending a
letter or you're writing an article that
everything's proper and in line and
there's no contradictory sort of
statements. And so, it's been a big
help. The annoyance is you have clients
and prospects sometimes use it and these
they send you these long lists of
questions that are clearly AI.
>> Yeah.
>> And that can be annoying because clients
and people like they'll take it as
gospel.
>> AI is definitely not perfect at least
yet.
>> No.
>> So, that's it's a good and a bad, right?
>> Right. Right. So, what do you think
since the your your space is so heavily
dependent on the economy and what
markets are doing? What's your
prediction on where things are headed
here in the next year, you know, and
then it's hard to say 5 years from now,
but I mean, we're in a not even a high
interest rate environment, but a very
like just stale environment where things
really haven't changed. We push for
lower rates. They're not happening. Yet,
the stock market keeps crushing. you
know, real estate is very stagnant or
down. Like what do you think?
>> Yeah, I think M&A is going to still be
robust because the demographic is
driving that. You know, boomers are
retiring in droves. I think it's 12,000
people turn 65 in this country every
day. So, while the boomers may work
longer than they have historically,
they're going to have to do something
with their businesses and they can't
always give them to their kids or
>> Yeah. Most of these kids don't want to
do it
>> most of the time.
>> Yeah.
>> Most of the time. So I think that M&A is
going to continue to be robust. How
robust? Like it's definitely going to be
I think more and more of these
businesses are going to fail to transact
because they're just not ready. Um
>> yeah,
>> you see more planning out there and the
statistics show that there there's it's
still got a long way to go where sellers
are just not thinking about getting
things in order in order to sell. And if
you think about it, there's competition
when they go to market. this PE firm. I
just interviewed a guy on my podcast
who's a private equity managing
director. He says they look at 1300
deals a year and they close on two,
>> right?
>> So, if your business isn't high and
tight, there's 1,299 behind them to look
at. Yeah.
>> Goodbye. On to the next,
>> right? Yeah. It makes me think like, do
you plan, you said your kid was 17 when
you guys went, you know, do you plan to
put him in the business or he wants to
do his own thing?
>> My son?
>> Yeah.
>> Uh, he's very curious about it. you
know, he helped me out this summer, and
I'll be honest with you, like he's much
smarter than me.
>> Yeah.
>> Um, not just from like a book smart
standpoint, but he's very street smart.
>> He's formed his own car detailing
business at 14, and he's got a whole
rolodex of Bentleys and Rolls-Royces. He
does. And like,
>> you know, we all think highly of our
kids. It's part of our job. Yeah, he's
like, but I I think that um I I I would
be surprised if he went into it, but I
think getting an internship or at least
starting and getting some deal making
activity and experience would be, you
know, hugely valuable for him. Whether
he wants to be an M&A guy like me, you
know, that remains to be seen, but you
know,
>> Well, it it just makes me think like
even with your business, it it used to
be 30 years ago it's like expected that
your kids
>> Yeah. you know, are are going to take
over the family business. And now today,
it's like even I have four kids and you
know, they're young, but still my
current mindset is no, I'm not what they
want to do is like what I'm going to
support, you know, and if they happen to
want to do things that I do
business-wise, great. And maybe they'll,
but even then, I think about it from my
own perspective. I'm like, but I'm still
putting the best person in charge,
>> you know? So, like I think that way for
myself right now. I'm like, if I'm not
the best person to run this business, I
will get the best person to do it. I
have no ego about it.
>> Right.
>> Whereas I think 30 years ago it, you
know, it's like no, like Johnny boy is
going to be the CEO.
>> Yeah.
>> Even though he's an idiot.
>> Yeah. I think I think it's it's the
thought is like my dad and uncle were
the same way. Like, hey, we'll always
give you an opportunity here.
>> Yeah. You got to earn it.
>> You have to earn it though. And one of
the guys I interviewed um with one of my
clients at home, City Furniture, uh he's
now the CEO of Second Gen, but like he
worked on the loading docks on the
midnight shift loading furniture for
over a year. Like he earned his stripes,
right?
>> And I respect the heck out of that, you
know? And like the guys around us all
like, "Hey, this isn't just the boss's
kid like with his feet up on the desk.
Like he's his ass off and like putting
in shifts, you know?" So I'll always
give my son and my kids opportunities
and it would be, you know, but I'm the
same. Like I just want to see them to be
the best versions of themselves and and
nothing short of that.
>> Right. So if somebody wants to work with
you guys, where do they go?
>> Yeah, our website sm2advisors.com,
send us an email. Um I'm on Instagram,
uh Wes Shelton Acquisitions, and uh we
have a podcast called Like a Champion.
We interview people just like you,
entrepreneurs, buyers, sellers, and all
that stuff. And I'm pretty easy to find,
I think.
>> Sweet. Well, guys, we will link to all
of that down below in the description.
And so go connect with Wes if you're
thinking about selling your business, if
you want to just get more information on
the planning side of things where, you
know, you're just, you know, you're
making money, you're thinking about an
exit, it could be a few years from now.
I mean, now's the time to start planning
for it so you can get all your ducks in
a, you know, order. So anyways, we will
link to that down below. And if you like
this episode, make sure you're
subscribed and we'll catch you on the
next one. Peace.