Roofing Success

How to Grow Your Roofing Business by Buying the Competition with Chris Moore

Jim Ahlin Episode 255

Want to grow your roofing business fast without hiring more sales reps or spending more on leads?
Then it’s time to stop thinking like an operator… and start thinking like an investor.

In this episode, Chris Moore from Deal Maker Wealth Society shows roofing company owners exactly how to buy the competition, stack EBITDA, and build real wealth through roll-ups.

You’ll learn: 
✅ What “EBITDA arbitrage” is—and how it builds wealth fast
✅ The difference between a single-silo roll-up and a multi-silo roll-up
✅ How to use seller financing and SBA loans to buy companies with little or no cash down
✅ What it means to be best in class (and why that explodes your company’s valuation)
✅ The investor mindset that turns owners into wealth builders

If your roofing business is your retirement plan, this episode is a wake-up call.
You’ll discover how to build enterprise value, exit on your terms, and unlock the financial freedom you deserve.

🔗 https://dealmakerwealthsociety.com/

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Speaker 1:

What if the fastest way to grow your roofing business isn't through more leads, but by buying your competition? In today's episode, we're breaking down a playbook that's changing the game, using business acquisitions and roll-ups to scale your roofing company and unlock real wealth without adding another sales rep or spending a dime on marketing. I'm joined by Chris Moore of the Dealmaker Wealth Society. He and his partner, carl Allen, have a group of over 27,000 entrepreneurs who buy existing cash-flowing businesses. Today, chris walks us through how roofing contractors can use strategies like EBITDA arbitrage, single silo and multi-silo, roll-ups and seller financing to explode their valuation and exit on their terms. Chris isn't just teaching theory. He's deep in the trenches, from SBA-funded acquisitions to avoiding deal heat and building a best-in-class company. His insights are pure gold for any owner thinking about long-term wealth. What I love about Chris is his clarity. He'll show you how to stop thinking like an operator and start thinking like an investor. And if you're counting on your business to be your retirement plan, this episode might be your wake-up call. Today's conversation is packed with actionable tactics and real numbers. Let's get into it with Chris Moore.

Speaker 1:

Welcome to the Roofing Success Podcast. I'm Jim Alleyne and I'm here to bring you insights from top leaders in the roofing industry to help you grow and scale your roofing business. Chris Moore, with the Dealmaker Wealth Society. How are you, brother? Yeah, good, glad to be here. With the Dealmaker Wealth Society. How are you, brother? Yeah, good, glad to be here. Yeah, it was good seeing you at the event recently at the Mansion Mastermind and man, when you were doing some of your presentations I think you did two or three presentations I just had an idea. I was like man, I want to have this conversation with Chris. I had an idea. I was like man, I want to have this conversation with Chris for the audience, for the Roofing Success Podcast audience. So to give everyone some context what's your experience? What is the Dealmaker Wealth Society and what do you guys focus on over there?

Speaker 2:

Yeah. So Dealmaker Wealth Society is a business acquisitions coaching program and community and my business partner, carl Allen, is the goat of business acquisitions coaching program and community. And my business partner Carl Allen is the GOAT of business acquisitions Main Street and Wall Street, and right now we have over 27,000 students that work under us and learn from us and we teach them the art and science of buying existing cash flowing businesses, and that's not just for someone looking to get into business ownership, but we actually work mostly with business owners looking to buy their competition, their vendors, complimentary businesses wanting to get into roll-ups and people who are looking to play the game we call EBITDA arbitrage and sell to private equity. So that's what we focus on, but there's so many other ways to do deals as well that people just don't even think about, so we're just spreading the good news.

Speaker 1:

Yeah, that's awesome, man. And what that? What? What really some of our conversations and what you were talking about made me think of cause. You know, private equity is huge in roofing right now and there are so many people who have who have developed an aspiration, so many owners who have developed an aspiration to exit to private equity, like that has become, you know, one of their goals, and I think they may be thinking about it wrong. I think that they are looking at that as the end goal, but I think that there are multiple ways to achieve that. The end goal may be to sell to private equity, but they may be able to grow through acquisitions and kind of skip a level is the way I think about it. Right, because a lot of the maybe you explain EBITDA arbitrage a little bit in roll-ups. Let me have you do that.

Speaker 2:

Yeah, let's start with that. So EBITDA arbitrage is just the concept of taking the one plus one equals three model and just continuously doing it again. So I'll explain that real quick. So one plus one equals three Mathematically that doesn't make any sense and maybe you're thinking this guy must be from Alabama. You are right, I am. But it's correct. It's the right formula and what it is is when you take one business and another business, add them together, you actually get a lot more EBITDA and a higher multiple. You're able to have cost synergies and you have cross-selling abilities with one type of bolt-on and then others you don't. So we'll go over that real quick. But that's the idea of taking two businesses, putting them together. Imagine each one has a $1 million EBITDA, $1 million EBITDA. Now the combined entity has a $2 million EBITDA but the multiple has gone up. That's where it equals three, right? So that's the idea of doing a bolt-on acquisition. One plus one equals three Roll-ups.

Speaker 2:

I want to go over two things with you real quick. Number one there's a single silo roll-up and there's a multi silo roll-up. So for most of you listening in the roofing business, you'll probably be looking at single silo roll-ups. What that means is that it's more vertical. It's where you're out buying competitors, you're buying other roofing companies and you're growing your market share, whether you're buying in a neighboring city, whether you're buying a competitor bigger or smaller in your same city, kind of tucking them into your brand and making your business bigger and essentially, instead of trying to work on existing our growth room like sales and marketing, you're just buying your growth that way. So that's a single silo roll up, where you're putting a whole bunch of the same exact businesses together and then you're selling a larger business to a trade buyer or to private equity. Okay, what you don't have with the single silo is the ability to do cross selling, because you're not able to do that because it's the same exact service. Or if you're buying a roofing company in a neighboring town, you're not going to cross-sell one customer, the other service, but that's okay. That's the EBITDA arbitrage, where you're building up, taking lots of smaller businesses and you're having the ability to exit at a much higher multiple and the more EBITDA you can get by stacking it together, the more PE is going to want it.

Speaker 2:

The other concept is a multi-silo, and a multi-silo is where you're not buying all the same exact style of company, but instead you're buying around the one customer or customer avatar. So a multi-silo roll-up for a roofer would be also buying in your same geographic area or service area businesses that your customer also does business with. So an HVAC company, it could be cleaning companies, it could be remodeling, it could be asphalt repair companies, things like that, where you have the ability to leverage the customer relationship and have them buy something else from a different business without the cost of customer acquisition, which is where you can have a profit maximization period there as well, as you have all the cost synergies like you would have in a single silo roll up. I don't know if you want me to go over that with you, but it's like you don't need three, Miss Pams in dispatching, you can have one.

Speaker 2:

You don't need three different offices, you can have one. You don't need three COOs, you can have one and you can really consolidate your back office and your administration team and that's where you can save a lot and your profit margins go up. So that's a roll up. That's EBIT arbitrage Real, quick, simple descriptions.

Speaker 1:

So if thinking about it this way or I think a great question to answer is or I think a great question to answer is is for a roofing boat business owner, in understanding this, they can, they could, they have the ability to go into a single silo rollup and a multi silo rollup, what, what would be their objective, what would be their ultimate goal and and what would, what would the fastest path be to get them on that track?

Speaker 2:

Yeah, let's begin with the end in mind, right? Yeah, we need to focus on what you want. If your goal is to sell and I wouldn't just say, hey, I want to sell to private equity Maybe that sounds cool, but private equity is not always extremely fun and exciting. There may be earnouts, et cetera. We'll get to that in a minute. But even selling to a larger regional trade buyer or a national trade buyer, if your goal is to sell, you want to do two things in general. Number one you want to have your multiple increase. Right, you want to sell for a higher multiple.

Speaker 2:

So the reason why you would look at doing a single silo roll up and buying a competitor is because you're able to grow your EBITDA, which grows your multiple, without having to just do traditional sales and marketing, and it's a lot faster. So growing through acquisition is a lot faster. Here's what I love about single silo roll-ups there's actually you know you're familiar with the NAICS code, n-a-i-c-s code. When you buy a business with the exact same NAICS code as a business, you actually can unlock financing through the SBA with no down payment. It's a very interesting secret that is available to you. So it's even. It's literally built. The government put the SBA program, the 7A program and then also this extra program in play for you to be able to buy your competitors. It's that simple and you can do it without any down payment as your business. So that's an easier way to grow than rather than traditional sales and marketing. And as you do that, you do need to take advantage of the cost synergies and make sure that you're not doubling down on your labor, because you can actually can consolidate that. Whether it's in a neighboring city or not, you can have one person or two people answering incoming leads from Google and Google local service ads. You don't need to have one for each business. So there's a lot of ways you can save money, but that is.

Speaker 2:

I hope that explains a little bit, but that's the goal. So the idea of I want to sell to private equity, I want to sell to a larger business Well, go in and do a couple different things. Number one grow through acquisition. Take advantage of the same NASECODE service that the SBA offers, and there's a lot of information on that. We can help you with that as well. The other part of it is is you want to make your business best in class in as many ways as you can. That's where you're going to get a much higher multiple and that's where you're going to be much more desirable and the acquisition process to sell your business one day is going to be a lot easier. Do you want me to dive into a couple of those things?

Speaker 1:

Yeah, let's dive into how to. How do you make your roofing company become best in class to get the best return on your exit?

Speaker 2:

I don't want to go like extremely deep because this is a long this is a three or four hour topic but I'll keep it as surface level as I can and make it extremely easy to understand. Number one when I'm saying best in class, carl, who's my business partner, number one business buying coach in the world he talks about how businesses are evaluated by most people completely wrong. There's actually four pillars of valuation and this is how you get to a best in class multiple. Most business buyers, who are individuals, don't want to buy a best in class business because they can't afford it, but these larger businesses do because they don't want to get in and get their hands dirty. So I'll make it is very simple for you.

Speaker 2:

Number one the owner does not need to be involved really in the business at any level. That's number one. You can't be the rainmaker. You can't be the one out giving estimates. You can't be the one that's going and checking on job sites. You can't be the one that's creating the opportunities. Right, you need to work yourself out of a job at some level. Most businesses have three different departments that should be running the business for you. Number one you have sales and marketing. Number two you have operations. And number three, you have the HR and the finance arm of a business, truly for being best in class. The owner cannot be involved in any of those three things. If the owner is involved in those things, what it does is it hurts something called the transfer of value. And at this point, transfer of value means what does it look like for the new buyer? Customer relationships, the ability to generate more leads, the ability to actually close these leads into actually new roof installs at a high rate. Like you can't be involved in any of that stuff. So that's number one.

Speaker 2:

Number two predictable customer acquisition. This is huge If a business doesn't have the ability to predictably acquire customers and really do this in a very redundant manner, where you actually have lots of different ways that you are getting new leads in and you're able to close these and convert these without your, without you being a part of it, but also have a very, very strong system and process around that. So what I mean by that one? On the lead acquisition side, you should be getting leads a lot from Google, local SEO, you should be getting leads from more scalable lead sources like Facebook ads and things like that. You should have a lot of strong branding that's generating more top of mind awareness. You should have Google pay-per-click or Google local service ads. You should have somebody who's also going out and door knocking and getting leads. That way, you should have a professional referral network and BNI all these different things where you have leads coming in very consistently it's from your team's efforts or it's from an outsource company bringing it to you, but a way where someone else can step in and there's a system that literally will keep running whether you're there or not, and it's very easy to predict your revenue and your projections. Without that, you're not best in class by any means.

Speaker 2:

Number three is your people. Your people it's huge. Your people are everything People look at. Imagine you're out pitching for capital. Your team is one of the biggest levers for you getting capital. If you are out raising capital and it's the same thing with a best in class business your team is everything right. You need to have very, very good operators in place. You need to have very good people who are driving the sales of the business. One thing that I do this is just a pro tip is I focus on separating reactive and proactive activities and make sure that I don't have a lot of people on my team that are focused on both, because they're not going to be very effective, right? So just a very surface level.

Speaker 1:

That's three of the things that I would be focused on, so that's what that's kind of the work on your business, work in your business, the old mantra, right, you, you, you can't. I like to separate this, chris, and maybe you know, get your thoughts on this. I. I think that we don't separate the ownership in our company from the role that we play in our company as a small business owners. A lot of times, right, we don't understand that we sit in a seat, Sometimes we sit in multiple seats, right, but?

Speaker 1:

But there's a, there is this, there's a kind of a thing with it, with us, that we're like but I'm the owner, I'm the owner, yes, you are the owner, yes, you own the stock of the company, but you also play the role. Right, you sit in a seat, you do a specific activity, you know, eventually, maybe you're the CEO or the president of the company and you're acting as that. Maybe you're the sales manager, Maybe you're the production manager. You can sit in any seat, but there's a difference there and I think that that's a good thing for people to understand.

Speaker 1:

And I think that's where you got to a little bit, because if someone wants to buy the company, they're buying the ownership level, right, they're not buying your job there, and so I think that's a thing that people need to think about, a thing that people need to think about and getting out of getting out of the business as as being essential to the day-to-day, that what, what you said having predictable sales and marketing, predictable lead flow, predictable, uh, revenue and then having a great team that that is. That is that, that that can, that can do the work. That that's what someone will buy. That's what they're looking for Really. They're buying the revenue, but that revenue is the predictable sales and they're buying the team to manage it. No one is looking to buy a job.

Speaker 2:

It's correct, and that's why people get to the conversations with PE and they're so flabbergasted that they'd have to work an earn out because there's transfer value issues, right. So knowing this upfront is a lot better. And you know business owners like I do, especially people who own roofing companies at some level all of us, as business owners, have a little bit of a control freak problem. We want to stay in control. We have something that we've built, something that's very important to us. Maybe it's our entire livelihood. All of our customers and our employees are very important to us. So keeping a very close eye on it, as well as on the pulse and being able to control the outcome, is something that we instinctively do. But I think a paradigm shift has to happen inside your own body and your own mind, and you have to shift towards I don't need to be in control of everything in the business. I need to build a business where it doesn't need to be in my control, and I think that's the biggest thing you got to think about. And I'll tell you, there's a concept to me called the investor mindset, and investors want their resources to create them more resources, want the money to make them more money.

Speaker 2:

Most business owners do not have the investor mindset. A lot of business owners are protective of what they've built. They're staying in control of what they've built because that's the only thing they can control and they have their livelihood and their entire identity tied up in their business, compared to somebody who has kind of elevated their mindset to an owner investor. And the investor mindset is I'm looking to go and build a portfolio, I'm looking to go and take this money that I'm generating at some level passive now, since I've replaced myself in my business and have more businesses and invest in real estate and things like that. And this is the scary part about business ownership in today's world. It's interesting If you look at the kind of the baby boomer who is retiring, who has a business, the average they only have $202,000 in retirement savings outside their primary residence. And why that is is because so many people maybe this hits home if you're listening have only been reinvesting and investing in their own business and they haven't been building wealth outside of it. And this is where it gets a little scary for a lot of people is because when you come down and your only significant asset that's going to give you the ability to retire at some point is your business, because you've been ignoring other investments. You were not a W-2 with matching in 401k. Maybe you haven't been maxing out your ira even if you did, it wouldn't be that big and you have your primary residence. All of a sudden it is liver like do or die. You've got to sell this business.

Speaker 2:

So I think listening to what we're talking about today is huge and don't leave anything to chance, and I think the big lesson that you mentioned earlier is the idea of let's not just get our business ready to sell to PE. Let's go out and grow through acquisition and be able to sell for a much larger number. And when you grow through acquisition, you're also grabbing amazing talent. You're getting access to superpowers that another business has that you don't, that you can cross leverage into yours. So I think it's very powerful and I think this, hopefully, is a wake up call that if you own a job and own a business, you need to focus on the things we're talking about if you want to retire one day and I think if you, if you hear what I said and say, wow, he just described me. I don't have a lot of money, I have my primary residence, but all my, my entire world is in this business, then you need to pay attention, right? I'm not trying to scare you, I'm just giving you my honest feedback.

Speaker 1:

It's true. I think that, on just a little to expand on that, I think a lot of business owners don't look at their business as their retirement. They look at it as their income now and really don't even consider the enterprise value of their asset. They don't even know what it's worth. You can look in your stock account, your E-Trade account, your 401k, and you can see a number. A lot of times looking at your business, you, you can see a number A lot of times looking at your business, you can't see that number. So, getting a better understanding through what you're talking about and understanding what businesses are valued at, so you can look at your books at the end of the year Okay, this was our net profit, this was our EBITDA. At this stage of our business, our enterprise value is probably this If we hear a lot about Jeff Bezos and Elon Musk's net worth, that's really just their ownership in the stock in their companies. Right, it's not, and I think that's a missed thing for people.

Speaker 1:

Before we carry on with the episode, let's give a shout out to one of our sponsors. I talk to contractors every day that feel stuck, not because they're not working hard, but because they're missing the structure to grow without chaos or their culture's falling apart because their team's unclear, unaligned or just burned out and when change hits, they're reacting instead of leading because time and priorities aren't under their control. Day 41 Thrive helps to fix that with proven strategies for growth, culture and leadership that actually work, ready to thrive beyond the storm? Storm? Visit the link in the description or visit the roofing success podcast website on the sponsors page to start your journey today. So now let's agree, let's speak a little bit about that.

Speaker 1:

Go going back to the ebitda arbitrage and the roll up really around that enterprise value. Let's say they're a roofing company and they say a net profit EBITDA of $500,000 a year. Maybe someone will give them a 3X and I'm making up numbers here. Maybe you know better numbers, I don't know but maybe someone will give them three times their EBITDA at that level. But if they go and buy another roofing company and get to a million dollars in EBITDA, maybe someone gives them 5X. And so there are levels along the way that I've seen and you could give me your perspective, that I've seen and you could give me your perspective top line revenue and EBITDA levels that change the multiple on the way up. Do you see any benchmarks that people can look at Like, oh, if I'm around here, I'm in this range, but if we get it to here, I'm in this range.

Speaker 2:

Yeah, we have multiple models. We actually have formulas and spreadsheets where we can simulate this. Revenue is vanity, profit is sanity, cash flow is king, right. So, like revenue, and top line revenue is part of it.

Speaker 2:

Yes, it has less to do with the multiple than it does with the actual EBITDA itself, but yes, if you're at $500,000 in EBITDA or SDE and you're probably going to trade at a 3x multiple, what we were referencing earlier, getting more towards best in class, will also increase that multiple. So a best in class business that doesn't need the owner to operate and everything we spoke about, at that same 500,000 EBITDA, can trade at a higher multiple. But yes, if you go out and acquire another business, say, you're at 500,000 EBITDA, you acquire another business that's at 500,000 EBITDA and then, between the cost synergies, you're able to raise the EBITDA now combined to 1.3 million and now you can trade at a higher multiple because, like you said, these PE companies and these, these family offices, these trade buyers they're buying cashflow, they're buying that right and a lot of times they're in roll-ups as well. They're buying market share, just like you are to play another game of roll-up and sell it to somebody even bigger. Yeah, so that's a very big thing.

Speaker 2:

Can I go back to something you said a minute ago around?

Speaker 2:

net worth right, yeah, net worth is something that most people don't really know about, and this is just. We're an industry home services is where a lot of people who if you follow the E-myth somebody who's a technician and a manager than the entrepreneur a lot of times people end up building their own businesses from working from somebody else and a lot of times, like the financial literacy is never something that people worry, like focus on, right? So I just want to go over a few things. So, net worth really in essence equals what you own minus what you owe assets minus liabilities, right, when you talk about Musk and you talk about Bezos, they own stock in publicly traded companies. You cannot actually take your private stock and add it to your true net worth. It doesn't compute. It's actually only private or publicly traded companies, so that's why they're worth so much money, like as a business owner. Let's say we have a business owner and we're pretty proud of what we do. We have $5 million in revenue, even coming out of the last couple of years, we're growing even faster, right. And let's say we make about 1.2 million net, take home profit and your EBITDA is around that range. Right, that actually doesn't compute to your net worth and it's interesting. Your business isn't worth really anything at all if it has tons of transfer of value issues where the business can't really operate without you. Sometimes it's worth just liquidation value, and this is the stuff that no one likes to hear and that's why you got to pay attention. The goal if you want to sell the business is you need to make sure that it has lots of transfer of value. You need to be able to have what we talked about earlier and have a best in class business. Not only you're going to make a lot more money when you sell it, it's a lot more desirable and you can even create a bidding war Like that's what you're really going after.

Speaker 2:

Just think about real estate. Imagine you had a house that's dilapidated and no one really wants it and it doesn't have enough equity for a flipper to grab it. And then the HGTV buyer that wants to make something pretty is not going to buy it. Like you're in that weird zone where no one's going to touch you. That's actually where most businesses sit, where you don't want to be in that. Think about the like bridge of real estate. Would you buy that property? Well, there's not enough equity. It's probably gonna be a lot of surprises. It's gonna take a lot more work. I'm not gonna be able to make a profit. That's how most people see businesses that are in the zone that we're discussing right now.

Speaker 2:

So you have the moment here to be intentional and understand this is what I need to be building towards to be able to make my business really, really desirable. Even create a bidding war and it runs without me, so it's going to sell for even higher price, right? It's just an easy concept to think about. So just be careful. We don't want to calculate hey, we're worth this much money. Well, technically you're not. It's what you own minus what you owe, and your business, unless it's publicly traded, doesn't count in that.

Speaker 2:

But if you think about it from this angle, like, this is the enterprise value of my business, and you start calculating that, just like you were referencing keeping on on your E-Trade or your Wells Fargo account and your IRA, that's the right way to do. It Say, all right, we're building something big here, I'm watching the value increase and I'm getting it ready to have a liquidation event. This is where wealth comes from and you know that, right, you've. You've sold some businesses, right? This is where wealth comes from. I call it surges of income. It's money coming in from a sale of an asset above and beyond your current income source. So I think it's powerful and this is where people are making the most money. You just have to be intentional, educate yourself, um, and do the right things.

Speaker 1:

What are some of the some of the biggest challenges or mistakes that people make going into this process? They make the decision okay, this is what I want to do. I want to develop a roll-up myself. I want to go and increase the value of my business through acquisitions. What are some of the biggest challenges and mistakes that people make along the way? What are some of the?

Speaker 2:

biggest challenges and mistakes that people make along the way. Well, just for the context of just a roofing company owner going after and buying another roofing company or a complimentary business or vendor, let's go that direction. In general, the biggest mistake we see people make is only waiting for a business to come on the market. Going to biz, buy, sell and broker sites and just looking at what's available. And there's this thing we think about just like in real estate. Why would I go out and look at all these off market deals when there's millions of businesses for sale? Well, that is okay, but you're getting somebody else's leftovers or you're going to negotiate with a business or a business owner that has a third party broker involved that may have set improper expectations that may not be very easy to work with. They're going to have lots of blocks and loops and jump a hoop tree to jump through, and it's just not the best way to do it. Going off market is actually the best way to acquire a business in today's world, believe it or not. 80% of businesses that trade hands and this is true for 2022, 2023, and 2024, did so without a broker. So it's not customary to use a broker. I think if you're selling your business, I think it's more appropriate for you at that point to have some sort of representation. But if you're looking to get a good deal, definitely go off market. That's number one and number two. Don't assume no one will take seller financing. Number two don't assume that business owners will not take seller financing. We call it shopping out of your own pocket. Don't look at your own viewpoints and perspective and just assume that's everyone else's. You may say, well, I'd never take seller financing. Don't assume that for other people right Inside of our programs, we call it a mud score motivation, urgency and distress.

Speaker 2:

You want to look for businesses great businesses with distressed owners, not distressed businesses. This is an easy thing to find if you go out there and look for it. There's so many people who have motivation, urgency and distress and they're looking for someone to come in and acquire them. What's interesting is, in your position, being able to leverage the SBA, especially with the same NASE code, and be able to buy businesses with no down payment. This is a lot easier for you, but a lot of people who are looking to do seller financing or they don't want to leverage traditional bank financing or SBAs. There's a very big opportunity to go off market and get a lot of seller financing. We call those annuity deals right.

Speaker 2:

So that's the two things that I would recommend from the very beginning is go off market and really get good at finding opportunities. The person who can find opportunities is going to do very well. Imagine in any business, if you can't prospect, you're obviously not going to sell any clients and sell any customers. So get really good at prospecting. Go out and find deals off market and then don't just assume somebody wants all of their money up front, because it's not very often that happens. Actually, I'll tell you this from every acquisition we've seen period and we've seen well, I guess in the last three and a half years in our program $1 billion of transactions have closed.

Speaker 2:

There's not been one that we're aware of that didn't have some level of seller financing. It is customary to have it at some level and a lot of times it's in an earn out or a lot of times it's in a place where you're making sure or hedging your bets to make sure that the owner stays around long enough to make sure there's no transfer value issues, et cetera. But those are the two big things to start with. Number three is is university of YouTube is not going to give you what you need. It's not going to give you what you need.

Speaker 2:

Most people have never sold a business. Most people have never bought a business I'm talking 99.9% of the population and it's not the same as a real estate transaction. It's not something that you should go in and wing. There's very, very different things that go on in a business transaction and it's not something you just need to go to YouTube or chat to BT and try to figure out on your own. You need to follow a system, and people who try to do it without a system tend to fail quite often, or they get to the finish line and something goes wrong. You need to have somebody guiding you on that and you need to have a system that you can follow step-by-step, because it's very much different, not very complicated, it's not hard, but it takes hard work.

Speaker 1:

Definitely One thing that you made me think about is in buying businesses or selling businesses, there are many ways for the seller to be compensated for that business.

Speaker 2:

For sure.

Speaker 1:

Could be all cash right. It could be some sort of terms, some sort of financing earnouts you mentioned. Let's give everyone a kind of an idea of all of those so that they have that in their mind that it's not just one way.

Speaker 2:

Yep.

Speaker 2:

So there's lots of different ways. It's not very customary to pay all cash for a business. That doesn't make a lot of sense. It may work in some scenarios If you're buying a competitor who's going out of business and you're doing an asset purchase and you're buying all of their equipment and you're buying their lead list and you're getting a couple of their subs or their crews to work with you. That makes a lot of sense. But when you're buying an actual good, cash flowing, profitable business, it's not customary to pay cash. You will find sometimes these large family offices, large private equity firms would, but for you as an individual buyer or a business buying another business, it's not very often but it is possible. Okay, money's cheap. There's no reason to spend that kind of money. Keep your liquidity.

Speaker 2:

Number two is you can get financing. Financing through a lot of different ways. So you have the SBA is a great option. Like we referenced, there's the 7A program. There's also something called the 504 if there's actual real estate involved in the transaction. And then there's that extra additional way you can acquire somebody in the same NASE code for no money out of pocket. That's also part of the SBA program. There's also kind of traditional bank financing like commercial loans, probably not the best bet. There's a lot of different lenders out there that can work with you on that, but most lenders that do business acquisition loans or SBA financing can guide you through that process.

Speaker 2:

The next level is seller financing. Seller financing is just what it sounds like just an installment sale, and the IRS now actually taxes people when they sell their business with an installment, where they only make them pay taxes on the money they receive in that year, which is a great benefit. The reason why a lot of business owners choose to get seller financing is because it's very much better for their taxes. They're not being charged capital gains at large amounts upfront. They're able to get their money over time and pay a lot less in taxes.

Speaker 2:

There's also what we call consulting for equity Very, very common. I've done this many, many times. This is what I specialize in and that's where you come in and get equity in someone's business, usually when you can't finance it because it has all these issues and the banks won't touch it, you can come in and you can combine forces with them, or you can come in and get equity in their company, help them fix things to get it financeable and then buy them out of the rest of the business and it's much easier once you're already part owner of the company. Or you can do it and just stay just a partner in the company and leverage it as a business you own. So there's lots of different ways to do that.

Speaker 2:

Like I mentioned, we haven't seen very many at all with individual business buyers where the seller financing is not part of it. The other thing to think about is there's also the ability for the seller to retain some equity. Not every time you buy a hundred percent of the business. A lot of people who are trying to get into your industry, who are not people with contractors, general contracting license, builder's license they can actually buy a roofing company or buy a plumbing company or electrical or HVAC and then the seller can retain some equity and they can leverage their license. There's just so many different combinations and it's just a creative deal structure process. You know there's there's so many different ways it can go and that's part of understanding acquisitions is knowing all right, I have all these tools available to me, so when I go to look at a business I have a way to get it done, depending on what tools necessary I'm prepared.

Speaker 1:

Yeah, and that that that's what I wanted people to understand. So thanks for that, because it's not just one way like it's, it's almost up to your imagination right.

Speaker 1:

It's almost like you can. It's it's between you know if you're doing. It's almost like you can. It's it's between you know if you're doing, if you're the buyer and you're talking to a seller. I mean you guys figure it out, figure out how how this could work If it's something that you want to acquire. What are, what are some of the biggest risks that that people face? Like there, there have to be landmines out there. What landmines can they avoid when they're going and looking, maybe evaluating a company to buy, um, something like that?

Speaker 2:

Uh, biggest landmine is what we call deal heat, and that's when you get emotionally excited and attached to an outcome. There's certain things in an acquisition that you need to outsource. Listen to me need to outsource due diligence is definitely one of them, like real deep due diligence, because what happens as humans we decide when we get excited about something, we start taking concessions. We'll start looking into the business. That's not perfect, it's not exactly what I was looking for. Yeah, that's a little bit surprised, but I want it. But I want it, and I think that's part of the biggest landmine is allowing yourself to get emotionally attached to the outcome. You need to have more of a concept of kind, of the power of choice and abundance, and you want to go out and originate a lot of opportunities. So you have that power of choice, so you can look at all of them and choose which one that you would like to acquire, rather than only having one opportunity. This is your one shot. You got to make it work, because that's when you start taking concessions, right. Number two don't go out and try to buy perfect businesses. Your goal is to build a perfect business to sell at best in class, but you don't want to buy something that's best in class. You want to buy something with sunk equity. You want to buy something where there's room to grow and low hanging fruit where you can get a good deal, and that's why we like to buy somewhat distressed owners of great businesses where we can get better deals.

Speaker 2:

The next landmine is trying to not use an attorney. That's the dumbest thing you can do. Attorneys are going to protect you. Usually, you come to terms at some level once you have a business under LOI letter of intent and then the attorney needs to step in and work with you because the deal structure can change very rapidly depending on the entity structure. On the other side, whether it's a C-corp, s-corp, llc there's a lot of stuff that you just don't know about. The attorney can guide you on whether you should do a stock purchase or an asset purchase. So either stock is buying the entire stock of the company versus buying all the assets and the customer relationships and the money and opening it in a new LLC.

Speaker 2:

There's reasons why you would do one over the other. I just you don't ever want to try to do this on your own. That's one of the biggest things is the university of YouTube and chat. Gpt will not get you there. Number one. Number two there's professional services companies like quality of earnings reports and due diligence companies, and there's M&A attorneys. And there's lenders. Like you need to build a deal team around you and not try to do it yourself. This is not amateur hour. And then the last thing is I would stay away from just going after brokers. That's what called the broker wall. If you go in and go in and just start talking to brokers, you will have a very, very hard time and it's going to take you a while to learn how to even navigate that and they're going to block you like crazy. They're going to want to see your social semen sample and your net worth statement just to show you a P&L, and it's just a pain in the butt, right. So that would be the three things I would avoid right out of the gate.

Speaker 1:

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Speaker 1:

Let's talk a little bit about due diligence, because if no one has gone, if someone hasn't gone through it, it's a very extensive process and a very important and impactful piece of the puzzle. We just backed out of a deal recently that we were going to acquire or looking to acquire. We had an accepted letter of intent. We started going through due diligence. In the process, I learned a lesson, and I think it was. It might've been I might've taken this from Alex Hermosi, but it was what needs to be true for for me to to buy this business, and so I'm sure you have a lot of thoughts and processes around the same kind of concept. So what I, what we, didn't do, was we didn't rank the things we needed.

Speaker 1:

To be true, we, we kind of knew in our head you know, oh, we want to have this, we want it to have that, we want to make sure the financials are in good order, we want to make sure that there's, you know, predictable sales engine. We want to like, we had these things, but we didn't have a specific order to them. So when we went through due diligence, it was our you know, a rookie mistake. Right? We, we, I think we spent too long in due diligence because we didn't diligence the thing that was most important to us first. Do you have any thoughts around that?

Speaker 2:

Yeah, yeah for sure. Like one of the thoughts we talk about a lot is the concept of what do you want this business to do for you? Right, go back to the real estate investor for a second. Some people are only investing for appreciation. Some people are only investing for cashflow. Some people are buying houses sight unseen through tax deeds and they're flipping. You know, some people are doing short term, long-term, multifamily commercial, like it's so different and they have different objectives that they're looking for. So for you, when you go and acquire another company, what are you hoping it's going to do for you? And then what has to be true, what would have to be true for this to work really well? It can be different, like you may say, hey, what I'm looking to do is get access to this local competitor and buy them, and that way I'm buying my market share and I'm expecting the business to not be in great repair. I'm expecting the seller to leave very quickly, but I know what to do with it and I'm the only person who can buy his business here and save him. Other people say I want to buy something and I want to make sure it doesn't take any of my time whatsoever. It has to run itself completely and since the profit margins are thin, I can't afford to hire a lot of people Like I think understanding what you want it to do for you first is huge.

Speaker 2:

Number two and due diligence. This is what most people don't understand. There's actually a vetting process before the LOI and then there's deep due diligence after the LOI. Right, and this is where a lot of people fail and they take way too long or they put way too much energy into things that don't deserve it. So before you submitted that LOI, you should have done some sort of sniff test or initial vetting to just determine whether this seems to have the right ingredients for me to be able to submit an LOI. Most of the time submitting an LOI and if you do it right, there's no financial risk there and there's no risk there really in general You're just getting the ability to dive deeper into due diligence. So don't be too cautious to jump into LOI. You're not obligating yourself like a real estate contract would be. You're able to just get in just to see what's on their side.

Speaker 2:

On the due diligence side, like you said, knowing what you're looking for is going to be interesting and it's going to be very helpful for you, but also understanding the due diligence beyond the spreadsheet, and this is one of the things that I teach specifically. If you just look at the spreadsheets and just look at the balance sheets and the profit and loss statements, there's a lot of things that you're not able to really see and those are the things that are going to surprise you. So don't be scared by that. Just make sure you're asking the right questions beyond just looking at the numbers. Questions like tell me, what do you do to acquire customers? If you had to acquire 15 new jobs this month, right now to hit your numbers, what would the lever you'd pull be? Tell me what happens when you're not able to come to the office for 30 days. Who would run the business in your absence? Like understanding those transfer value issues as part of your seller conversations is a big part of it as well, and that's just as important, if not more important, than just looking at the spreadsheet. So I don't know if that helps a little bit for you all.

Speaker 2:

On the business that you decided and you backed out on, it didn't have everything you're looking for and you kind of said man, I wish I would have just started there and say are these things true? Right, when you develop your buy box for me, I have these five pieces of criteria and before I even look at it, if they don't fit my five pieces of criteria, I don't even touch it. Which is high ticket, high margin, nationwide to worldwide audience, extremely easy to target and people would have paid 10 times more because of the value they received in my business and digital services. That's what I look for For you all. You may be looking for something very specific. If they don't have their, their, their, their deal origin or the all you may be looking for something very specific. If they don't have their lead generation machine dialed in, they can't acquire customers on demand. That's not a problem that I'm ready to go and solve For you.

Speaker 2:

Being a marketer, you could say if they don't have their customer acquisition dialed in, that's low hanging fruit for me. I'm just getting a discount on the business because I know how to solve that problem. But you say I may not be really great at recruiting this kind of skilled labor. So they need to have that recruiting process really locked down. They need to have a number two and a number three employee who are solid, that we can make sure we can get to stay, because that's not a problem that I'm ready to solve yet, right? So, kind of looking at your core strengths, you may say, wow, I'm not really good at marketing. We have a great sales team. Then you need to buy a business that has good marketing. Does that help?

Speaker 1:

Yeah, definitely I talk about that, or heard it referenced, in terms of synergies, right, like, what synergies do you have with this business business? And if you put this, that's the one plus one equals three, not just in the multiple arbitrage right, but just in the value, in the efficiency of the business. And those are some of the things that to be self-aware of. Then, as the business owner, if you are a roofing business owner who wants to grow through acquisitions, be aware of your strengths, right. If your strengths are. I know I know some, some owners who have very competitive advantage from a materials perspective that they have. They. They do very well with buying bulk materials. They create extreme efficiencies and and increased profitability with the with, with what they do there. If they, if you are that person and you are out doing due diligence and you're looking at the materials cost in a business and you go, man, I could shave that by 10% day one. These are the types of things I think Chris is talking about right. Talking about right If you see a team I know a private equity owner in the roofing space who their buy box started as companies that do retail roofing really well, who are in areas who occasionally get storm restoration work, but they don't know how to.

Speaker 1:

They don't have the knowledge or skillset in dealing with insurance claims properly. So when his, when he was going out and looking to acquire he's looking for a company, that man, they know how to, they know how to produce, they know how to build roofs right, they know how to sell retail roofing, but when a storm comes through, they're undercapitalizing on that. So now, if that owner, if I, can buy that company and add my skill set in the storm restoration side of things, boy, that just increases the value there. So, some of those things to think about. What are your core skill sets? Are you really a solid door-to-door marketing company? And this company has a great digital marketing presence and team that can amplify what you're already doing. There's so many ways that you can create this, but knowing yourself a little bit and then, like you're saying Chris, knowing exactly what you're looking for, right.

Speaker 2:

One thing I'll tell you on top of that when you're doing your due diligence is I want to see what's being measured and what's not being measured. I don't know how often you stare at that, but when I ask questions, I'm trying to see if things are measured, like if you go into a business and you say where are your leads coming from and they don't know. That's a red flag for me, right? Because I can't do more of what's working if we don't know what's working, and that was one of the biggest things that I look for. So I always ask questions around during due diligence is what are they measuring and what they're not measuring? Because what is measured can be managed and what is not measured cannot. So that's where we found most of the surprises.

Speaker 2:

One of the things I'll tell you is my best due diligence tips and tricks and strategies have come from the bad acquisitions we've made Not ones we haven't, but like, literally, acquisitions where we said, wow, we should not have made that Like. One of the biggest red flags in my business is if the seller, the owner, is the person that actually converts people into customers, I won't touch it because a lot of times it's harder to replace their efforts, because no one's going to have the trust and the confidence that they can give the customer like the owner wire that maybe are great bolt-ons then we find the sales process is very difficult, yeah, but I think looking at you and what your business does really well is huge, like you just explained, and I think that's a big part of it. So they say roll-ups in general are three different things you're focusing on. One is cost synergies, one is cross-selling abilities and one is leveraging superpowers from one business to the other and that's where the profit maximization goes up.

Speaker 1:

Yeah, that's awesome. That's awesome. I think a lot of times you had talked about hey, have a professional team, have attorneys, have a diligence team, have these things. I think that scares some people because there's an investment there. What kind of investment is that and what considerations should people make around that?

Speaker 2:

really it's different than the buyer and the seller side. Uh, one thing that we focus on a lot is is helping turn people into sophisticated business buyers. And when you're a sophisticated business buyer and when you go and speak to somebody who's going to help you with due diligence or a cpa, an attorney, and you're saying, hey, will you work on contingency fees which just means they only get paid when the deal is done, a lot of times they're going to try to see if you're a sophisticated buyer or not. They're trying to say what's the likelihood of this person actually closing a deal? Because at that point they're accepting all of the risk. Right? Most people will not work on contingency fees, especially if they can smell you and say this is not a sophisticated buyer, right? So one of the first things that we do in all of our programs is turn people into sophisticated buyers, because that makes the process so much easier. It increases your likelihood of actually achieving and succeeding in buying a business. It's going to make you much more of a safe pair of hands to work on contingency fees with through your deal teams. But don't expect that right out of the gate, because you're not going to be able to give people that kind of confidence right out of the gates. That's why learning what you need to learn and learning a lot about the process is important. So the investment it depends on kind of the way you do it.

Speaker 2:

A lot of people in our programs get around the investment by teaming up. There's very common where they'll create a little group where you have somebody who's amazing at due diligence, you have somebody who's amazing at acquiring new opportunities and getting new sellers on the phone, sellers on the phone, somebody else who's an M&A attorney, and when you go and buy businesses like that as a group, especially if you're going after a roll-up, then you kind of have everyone on staff rather than having to pay and getting nickel and dimed. That's a very common way and that's why a lot of people group up when they're doing roll-ups, even if you are not giving them equity in your existing business you own, but giving them a percentage of all the businesses you acquire. And then they have the chance and success fees at the end of the day when they close the deals. But they also have the ability to make much more upside when the business sells. At the end the roll up sells. So I don't know if that answers your question.

Speaker 2:

You can go out and kind of hire someone to do due diligence. You can hire someone to be your attorney and it will nickel and dime you. It will cost you money, but it takes money to make money Absolutely and to do it correctly. We have an attorney on staff and this is one of his favorite sayings. He says if you think it's expensive to hire an attorney, try not hiring an attorney. Right, and it's just. It's one of those things. It is a sunk cost. But if you want to get away from the sunk costs, you need to potentially team up with some people and bring them in on the deal. People who are already doing this every day, maybe, who are already working with other companies, and for them it's just one more thing that they're adding to their plate and they can get success fees and they can get part of the upside at exit.

Speaker 1:

Yeah. So the team is important, right, not just in your company, not just in the company that you're buying, but this is another team that you can add to help do this, to help do this. Where do you see the landscape, chris? Because you guys have 27,000 students. We have Cody Sanchez all over YouTube talking about buying boring businesses. We have private equity rolling into the home services contracting space with outrageous amounts of money and and and and effort. We have you know. Where do you see this space over the next five years?

Speaker 2:

It's hard to know, like who to pay attention to or who's telling the truth, and things like that. The space in general is going to continue to get bigger. Cody has been a blessing for our business for sure, even though she's considered a competitor, because she's growing the awareness that business acquisitions is one of the great wealth builders. She teaches very, very small levels of business acquisitions and she's lovely. I'm not disparaging her at all. She's teaching her to buy car washes and vending machines and laundromats and it's not really relevant to anything we're talking about today.

Speaker 2:

Carl and I and specifically Carl is the is the goat at roll-ups, Literally. He just raised a billion dollars. He has his own fund. We're a part of five roll-ups together. He just has another roll-up in New York. He just started. This is what he does. He's from wall street and roll-ups is literally everything he's ever worked on. Amazon's a roll-up. Facebook's a roll-up Uh. So we we focus there.

Speaker 2:

I think roll-ups are the big part of the future when it comes to acquisitions, yes, but I think the biggest wave you're going to see is is people becoming sophisticated business buyers? I think that's the biggest thing that you can focus on to really set yourself up for success. Here's what I will tell you. Those of you who do get to the other side you're going to be wanting to get back in the game again Once you get into M&A, whether it's selling your business to PE and you have this big windfall of cash. You're going to want to make that money. Make you money.

Speaker 2:

A lot of people want to jump into something new. Like if I asked you, everyone watching right now. Like something new. Like if I asked you, everyone watching right now. Like if you could trade in your business for a new one today. Just like you were driving into a car dealership but you drove to a business dealership and you can get a newer model, maybe new bells and whistles. You can get a truck instead of a car. You can serve different customers. Like. A lot of you would probably take that, because the reality is what we've been passionate about for 20 years sometimes changes over time, and that's where we say, man, with everything I know now, all this new perspective, all this knowledge, all this experience, I would be doing this, and that's one of the reasons that you need to pay attention and go and try to find a way to get to that successful exit.

Speaker 2:

Set yourself up. So you have lots of different options. You have money in the bank and you're going to become a dealaholic. So when I say, what is the landscape looking like, here's what I see. Pe, by the way, would never play, even 10 years ago in this market. You had to be $10 million in revenue or above. They're swooping down and they're buying these smaller businesses in roofing, in electrical contracting, in HVAC, and they're playing in these markets when they weren't before.

Speaker 2:

I think that's going to continue. I think next thing is you're going to see more roll-ups are going to continue. They've been around for a long time, but you're going to see much bigger companies and a lot fewer mom and pops. I think, as time goes on, like I guess you can consider them like oligopolies versus having kind of the transfer of wealth across all these different businesses. Like you see it in home health care and you have all these roll-ups that are going around and buying up and hospital systems, buying up all the doctor's offices. It's going to keep happening. You're seeing it in dermatology, You're seeing it in equipment rentals, You're seeing it in electrical contracting, You're seeing it in roofing. You're seeing it in every industry where, all of a sudden, 10 years later, you're either got purchased by one of these larger companies and you did it earlier and you got a much higher multiple, or it's going to be your only option and you're not going to get as much money later.

Speaker 2:

So to me, I would probably staying focused on that. Buying cashflow or selling your cashflow is never going to go out of style. So focusing on your business, making it best in class, operating without you and raising your EBITDA is going to do nothing but make you wealthy. I don't know if that gives you the answer you're looking for, but what I see when I look at the landscape Carl talks about this all the time is that compounding annual growth rate and industries that are starting to get disrupted. Those things are the ones where are going to drive more demand to you. So, like an industry that can get disrupted by AI very easily, like software development or IT staffing, industries that can get really disrupted by conflicts and wars and the fear of the unknown. That's going to drive a lot of people away from those businesses and they're going to start putting their eyes on your industry and I think the demand is going to start to rise for people who want to buy businesses.

Speaker 2:

So I think it's your chance to jump into what we would call a seller's market in the real estate business, where the sellers control the price and the terms, and I think you have the ability to capitalize off that and then learn to become a sophisticated buyer in parallel. So you are poised and ready to go, like Warren Buffett always says, when it's your turn, and you're able to make even more money with your money that you've generated. So, um, I'm not a psychic, you know. I'm not the world renowned expert on M and a Carl. My business partner is. I have acquired quite a few companies. You can see I got tombstones. Uh, my job is to grow businesses once we buy them, and that's what I'm really really good at. So but I hope that helps.

Speaker 1:

That does man and and. So much great information, so much value. Just to do a kind of a summary of everything that we talked about how can a roofing business owner create their own roll up?

Speaker 2:

Well, step one you need to be educated on exactly what has to happen and understand and become a sophisticated buyer. Otherwise, you're going to walk into conversations. People won't take you seriously, even though you have a great company. Number two you need to build a deal team around you, and that is people who are ready to go, who have experience and a track record working in this industry, someone to help you vet deals, someone to help you get deals financed. And then you need to have an attorney on your team as well, and then you need to master the art of finding opportunities offline, off market, and be able to get good deals.

Speaker 2:

The other thing is your vision. A lot of times, you can get people to sell to you because your vision and they're they're believing in you and they're buying your confidence, and that's why having a and being a sophisticated buyer is so important, as well as having a good deal team, because you're asking people to sell you their baby, sell you their business. Sometimes you're buying a part of the business at a discount and bringing them with you to help them get a larger exit that they couldn't get by themselves, right, so so, learning how to really tell your story and your narrative, learning what financing options you have available that you can take advantage of. Learning how to find deals that other people can't find and be able to get good deals like. That's what I would be focused on if you want to do a roll up but education is definitely the first part you need to take action as you're learning, but if you try to do it on your own, it's going to be a very difficult road yeah, definitely.

Speaker 1:

And that kind of leads me to my last question is for people that want to really explore this and develop a skill set around this. How can you guys help them with that?

Speaker 2:

Yeah, well, we can help you. Step one you got to get educated. Let's give you some free training. You can go to startdoingdealscom startdoingdealscom, and we'll give you access to our business acquisition blueprint as well. As you can go on our website, dealmakerwealthsocietycom. Click on coaching. We have some programs there, but we'd love to talk to you.

Speaker 2:

We have a lot of people in our program right now that are actually buying roofing companies and a lot of home services companies. We have a couple advisors who've sold their businesses to pe 30 40 million dollars and they're actually coming in as advisors in types of companies like yours and helping them get ready to sell the PE and helping them get to best in class. So we have a lot of resources. There's over a thousand people active in our community called Protege that's what I'm wearing on my shirt, Protege and it's just full of all the people that you didn't know, that you need to know, and we'd love to be a part of your journey. Help you not only grow through acquisition. Help you and put you in touch with the right advisors that are going to help you get ready to sell a PE or a family office and get best in class multiples and then help you on your journey and turn you into a sophisticated buyer, so you can continue to play the game after you take your exit.

Speaker 1:

Awesome, chris man. Thank you for your time today. This has been another episode of the Roofing Success Podcast. Thank you for tuning in to the Roofing Success Podcast. For more valuable content, visit roofingsuccesspodcastcom While there, check out our sponsors for exclusive offers, shop for merchandise and sign up for our newsletter for industry updates and tips. Also join the Roofing Success Facebook group to connect with other professionals and stay updated on the latest trends. If you enjoyed this episode, please subscribe, like, share and leave a comment. Your support helps us continue to bring you top industry insights. The website link is in the description. Thanks for listening.

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