$11M Trailer Dealership: Great Business or Sketchy Add-Backs?

5 May 2026 · 32 min · 15 chapters

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In short

Acquisitions Anonymous reviews a Dealonomy listing for a Missouri trailer dealership (5–7M asking price) and debates whether the deal is legitimate or relies on questionable add-backs/“distributions,” especially given financing and inventory concerns.

Guests/backgrounds

Hosts Michael, Heather, and Bill (podcast regulars). Clint Fiori is mentioned as the Dealonomy seller/operator of the dealership. The hosts discuss dealership financing norms (inventory “flooring lines of credit”) and how first-time buyers struggle to qualify.

Key claims

The teaser suggests stable cash flow, strong reputation, diversified customers, and meaningful on-hand inventory. Hosts suspect the valuation is inflated because EBITDA is low relative to revenue and inventory, and because 2024 “add-backs” appear to include ~$1M shareholder distributions that may be misclassified.

Notable examples

Heavy-duty double-axle utility trailers (not Lowe’s single-axle), trailer repairs/maintenance, and truck bed/service body sales; hosts cite that SBA loans typically won’t fund inventory flooring lines, making inventory risk central. They recommend a quality-of-earnings review.

Written by AI. May contain mistakes. Listen to the episode to check what was said.

Chapters

Tap a time to open that second in VO

Discussion on Beards

2:01 to 3:22

Light-hearted conversation about personal grooming preferences and beards.

“So I'm a disappointment to many, except for Mrs.”

Midwest Trailer Dealership Overview

3:22 to 5:12

Introduction and overview of the trailer dealership deal being discussed.

“Well, today, actually, today, sorry, I'll give you a funny girdly anecdote.”

Revenue and Customer Base Insights

5:12 to 7:48

Exploration of the dealership's revenue streams and customer demographics.

“If you're on YouTube, you can see the shots here.”

Challenges with Inventory Financing

7:48 to 13:22

Discussion on the challenges faced with inventory financing in dealerships.

“is usually on something called a flooring line of credit or inventory flooring line of credit where they pay some interest on it.”

Evaluating the Dealership Model

14:53 to 16:41

Discussion on the potential value and exclusivity in the trailer dealership model.

“If they have the exclusive territory for a really specific high profile brand, that is worth something.”

Understanding Trailer Sales and Longevity

16:45 to 19:11

Insights on the sales dynamics and longevity of trailers in the market.

“Like, you know, we know exactly what we want.”

Challenges in the Trailer Business

19:11 to 20:22

Exploring the challenges and competition within the trailer business landscape.

“You also just get all the possible life out of these that you can.”

The Trailer Convention Experience

20:23 to 21:58

A humorous take on the trailer convention and the industry's lack of innovation.

“And Michael, their expo is in Fort Worth, October 6th through 8th.”

Financing the Trailer Dealership

21:58 to 23:15

Discussion on financing challenges and the requirements for acquiring a trailer business.

“You go to a physical place, you look at it, you physically kick the tires, and you're like, all right, I'm going to back my truck up.”

Analyzing Financials and Distributions

23:15 to 25:52

Critical analysis of the financials and distribution practices of the business.

“I think we should phone a friend and ask Clint.”
Show all 15 chapters

Understanding SDE and Valuation

25:52 to 28:00

Insight into SDE, valuation mistakes, and the implications for potential buyers.

“they're very curious as to why you're not paying payroll taxes.”

Understanding Cash Transactions in Business

28:00 to 28:39

Learn about the implications of cash transactions in businesses and their impact on financial transparency.

“of cash next to his desk and just pulling some out every once in a while and a spreadsheet that his wife does.”

Analyzing SDE and Valuation

28:40 to 29:36

Discover how to assess seller's discretionary earnings and determine a fair purchase price for a business.

“It's not really running through the P &L.”

Challenges of Inventory Management

29:37 to 30:37

Explore the risks associated with inventory management and the financial implications for businesses.

“Like, give me 12 months worth of bank statements and let me see where the money went out, in what form, you know, it was probably not all cash.”

Opinions on the Trailer Business Deal

30:38 to 31:28

Hear various perspectives on the viability of investing in a trailer dealership.

“So again, I think there needs to be, like this is a case for one of our friends to do a quality of earnings, if they can, and try to piece this back together a little bit.”
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Transcript

Automatic transcript. May contain errors.

0:00Jack Sondheim:Acquisitions Anonymous, Internet's number one podcast about entrepreneurship through acquisition. The way we do it is by looking at one deal for sale each week in the episode. Today's deal, myself, Michael, and Heather went through a trailer dealership located in Missouri that had a huge cliffhanger at the end. So stick through the whole thing and you'll see where we ended up on it. It was pretty fascinating. Hope you enjoy it.

0:30David Barnett:Thumbs down on just the plus inventory.

0:34Jack Sondheim:Hey everyone, it's Bill. And I want to tell you about maybe the most exciting sponsor we've had in a long time on the pod. It's called Capital Pad. And it is the thing that I wish existed when I started my journey of operating and investing in small businesses. So Capital Pad is a marketplace for acquisition entrepreneurs. That is people who want to buy a business and need capital to list their deals and solicit capital from other people who want to invest in acquisition deals. So if you want to back somebody buying a small business, CapitalPad is the place to do it. And if you want to buy a business and need capital, you can go on CapitalPad to be introduced to investors.

1:17Jack Sondheim:So the really great thing too from the investor side is that CapitalPad takes care of all of the details that can get hairy with small business acquisitions. They handle standardized terms, standardized governance, standardized distributions, all up front in black and white. Basically, Capital Pad professionalizes investing in small businesses, and the returns can be really, really good. I'm so stoked they exist. It's founded by my friend Travis, who is a phenomenal entrepreneur in his own right. So if this sounds like something that's appealing to you, if you want to buy a small business and need capital, or if you want to invest in small businesses, go check out capitalpad.com and tell them that Acquisitions Anonymous sent you.

2:00Jack Sondheim:All right, Heather, I do apologize. Unlike Mills, I shaved off my beard. So I'm a disappointment to many, except for Mrs. Girdley. She doesn't like the beard.

2:12David Barnett:She likes it better this way. This is better.

2:15Jack Sondheim:According to her, I am not very smoochable if I have a beard. oh well that's true so yeah yeah mills how do you deal with the scratchiness of your beard for myself or for other people for other people it's not scratchy for me my kids are like oh ow it it hurts it tickles like no i think i've talked to my wife and kids about shaving it and they're like well we don't like i mean now i've had it for i don't know five or six years but um i'd never had a beard before that and now they're like please don't shave like it would be weird uh why why would it be weird yeah just because they've gotten so used to seeing me with it and i like i'm a creature of habit i wear the same like pants and shirt and boots like i just

3:01David Barnett:i don't mix it up that much i think i just saw a video online of of dads revealing their shaved face for the first time to little kids and little kids are just scared and wincing and so yeah i get

3:13Jack Sondheim:it it goes with construction too you know speaking of being scared and wincing i brought a deal from dealonomy uh that is a midwest trailer dealership can i uh can i pitch you on this and also it says good deals only so so yeah i want to i want to play a little game i'm not going to tell you why i picked this okay uh but i also will tell you i have not read the whole deal yet so So there you go. Well, today, actually, today, sorry, I'll give you a funny girdly anecdote. I've done this multiple times. I just spent 15 minutes on the previous call giving somebody a lecture about a business concept that comes out of a business book.

3:55Jack Sondheim:And then at the end of it, I go, and I haven't read the book, but I did watch a YouTube video on it. And I'm an expert.

4:03David Barnett:I'll do you one better, Michael. I hosted the book club with my friends last week, and I didn't read the book. Nice. It was kind of embarrassing.

4:15Jack Sondheim:My favorite example of this is, have you heard of the book Profit First? Yeah, yeah. Have you heard of this, Heather, or no? No. So basically, here's the idea of Profit First. The normal person goes out and says, how much revenue are we going to make this year? What's our goal for our revenue goal? And then builds your business top down. The last thing is you fill out kind of this profit number at the bottom. Yeah. So Profit First says, you as the owner should say, how much money do I want to make this year? What's my profit that I'm targeting for? What am I solving for in terms of my life? And you go build a business around that, right?

4:46Jack Sondheim:And you build your P &L the other way. So I've also not read this book, but it turns out that's the whole book.

4:54David Barnett:But you're an expert on it already. So that's good. I'm an expert.

4:56Jack Sondheim:This one, I didn't even watch the YouTube video. I just read the cover. And then I was like, what could this possibly mean? And then I confirmed it by asking Chad GPD. So that's the whole thing. Okay. Anyway, back to regularly scheduled. Midwest Trailer Dealership on Dealonomy. Good deals only. This is a new deal that is for sale. If you're on YouTube, you can see the shots here. They actually, Mills, these look like actual trailers. Yeah, these are utility trailers. Maybe there's a couple enclosed trailers in the back, but yeah, these are not semi-tractor trailers, but they're just like general utility trailers.

5:30Jack Sondheim:Like we use them in our business all the time. We got a dozen of them. So this is a Midwest Trailer Dealership. Price range between five and seven million, which is, I guess, a feature of Dealonomy, Heather. They only take deals with a price range they think will trade at. Is that accurate?

5:44David Barnett:I think so.

5:45Jack Sondheim:I think you're right. Run by our guest, Clint Fiori, in front of the pot. All right. Revenue is$11.4 million, and EBITDA is$354 ,000. Interesting. This long-established trailer dealership. And remember, the game we're playing today, guys, is why did Girdley decide to bring this deal? This long-established trailer dealership operates as a stable cash-flowing retail business with a strong reputation, meaningful on-hand inventory, and a diversified customer base. Across a multi-state region, the company's top customers represent only a small portion of total revenue, with the majority coming from a broad mix of contractors, dealers, individual buyers, and roofers from South Carolina.

6:30Jack Sondheim:Mills. Got it. Got it. Yeah. Nailed it. revenue streams include trailer and truck bed sales, in-house repair, and maintenance services. You can learn more about this business by clicking on the link. There's a steady flow of walk-in and scheduled customers, maintains inventory to meet customer demand quickly, and strategically located to serve a wide mid-rest customer base. And then you can click on the link to learn more about the business from this teaser. So I guess maybe we start with Heather. Do you have a good feeling for what these guys do?

7:00David Barnett:Yeah, I have looked at businesses like this before. We just call them commercial trailer dealerships. And there's different types of inventory they could have. I looked at one that also included horse trailers even in the inventory. It depends on where they're located, what kind of clientele they have. So I think it's just, you know, it's got probably some agreements, some dealership agreements with manufacturers for this particular geography. And, you know, they sell to businesses located in and around there. What is something I usually see with dealerships, anything from water sports, regular car dealerships, or even trailer dealerships, is that the inventory is usually on something called a flooring line of credit or inventory flooring line of credit where they pay some interest on it.

8:00David Barnett:They don't buy the inventory outright usually while it sits on their floor. They use a financing facility that comes from a specialty lender, not the typical SBA type of lender. And it has been a barrier in the deals I've seen for a new buyer because not only do you have to qualify for whatever financing you're going to use to buy the business, but you also have to qualify for that flooring line of credit or you won't be able to operate. And those lenders are really fussy in particular if you don't have industry experience, because you really do have to know how to manage what inventory you have on your showroom or your floor to make them satisfied and happy.

8:42David Barnett:So that's, I'm curious about that because otherwise the valuation doesn't make any sense unless they own this inventory. But usually when I see these, they don't own the inventory.

8:51Jack Sondheim:In the trailer market mills, and maybe you might know as well, Heather, is it like automobile or other dealerships where there's a handful of established brands that people go to? you know and in heavy equipment it's caterpillar and cat and all that kind of stuff um like what is what is the dynamic here or is it just much more kind of a red ocean of there's just like a bunch of brands that people are buying everything from johnny's homemade trailer to a big manufactured one the biggest name in the space is big techs and they have like kind of bright yellow lettering that stays on the trailer you know after you bought it they're i think the best at name recognition in like what is an insanely fragmented space.

9:36Jack Sondheim:I mean, this is, you know, everything from we have one, we actually have one, uh, we have a trailer. It's not really road safe all the time. So it's a, it's like a spare of a spare, but it was like a mobile home frame that got converted into a utility trailer. Like, so you have highly professionalized, highly standardized utility trailers that are very sophisticated and like very repeatable from unit to unit all the way through to like you have people who cut the bed off of a pickup truck and made it into a trailer and it's a very wide dispersion between them um the fragmentation aside you know these guys are not making anything here they might be doing like they say some you know repairs and maintenance to them, uh, which trailers break all the time.

10:27Jack Sondheim:Like if you're using it and, and you're doing it correctly, like you're wearing it out, you're going to break the screw jack on the front. The chains are going to, you know, break lights get broken all the time, all the time. And especially the wiring for the lights. The issue I have with this is that the majority of people just fix their own trailers. They don't take it back to the dealer to put like a light in. You just do it yourself. You get it off the shelf at Lowe's or Harbor Freight or something. you do it yourself. So I think that the thing that this business has going for it is these are heavy duty trailers that you cannot buy at Lowe's.

11:04Jack Sondheim:The trailers that are for sale in the parking lot of Lowe's are single axle. Like if you zoom in on this picture, Michael, they're all double axle, which means they're 7 ,000 pounds or over because it's usually 3 ,500 pounds per axle. These are heavy duty trailers that like you could, you know, you could put heavy materials on or like one of those is a tilt trailer where you could drive a vehicle up on it or a heavy piece of equipment you can't do that with the ones at low so the people who are buying these they know what they're buying and you're spending between you know i would say five thousand dollars on the low end upwards of you know fifteen thousand dollars for the larger more sophisticated ones this photo looks ai generated or is that just me doesn't it heather because you know what i think

11:48David Barnett:the shadows are kind of the shadows are off that's the problem yeah and ronald mcdonald running in the background that just seems like it's no i'm just kidding first of all uh but yeah

12:03Jack Sondheim:but at least they did a nice job of of only the heavy duty trailers yeah um which is right on so i mean i like this business but like in the purchase price relative to eva da there's obviously, they say they have a meaningful on-hand inventory, like it's a positive thing. I would say that's probably more of a detractor in why they need to clear$5 to$7 million for, you know, what is that?

12:31David Barnett:That's going to be 14 times earnings. Yeah, exactly. You guys have, by the way, you won.

12:39Jack Sondheim:That is why I looked at this. I was like, wait, this is a good deal, which dealonomy only has good deals but why does it mean i didn't it didn't make sense to me why 14 times earnings for a midwest trailer dealership is it is appropriate and i was just like well

12:52David Barnett:there's something i don't know here so so my financing brain says they don't have a flooring line of credit and they've had to acquire the the inventory that they sell and that's a tough business model because look you're you're carrying five million or more of inventory and you're only making$354 ,000. And just as a return on your cash investment, that is way too low, you know, in addition to all your other operating risks. That is my guess. And that's kind of curious as to why they wouldn't have, why the existing owner wouldn't have had this flooring line of credit situation. It could be the type of, you know, the manufacturers that they represent just aren't good enough for the flooring lenders.

13:33David Barnett:Like I said, I've gone down this rabbit hole with a few clients before where they're trying to find the line of credit lender. And there's not very many of them. And like I said, they're very particular. So it's maybe not the easiest thing to get the flooring lines. And maybe that's the situation here. This seller doesn't have one.

13:51Jack Sondheim:So it sounds like this seller has a problem and they're trying to get me to buy their problem. Mills, you're smiling, but like I've seen these deals before where the seller has a problem. They're like, you know who would have a great time with this problem? Somebody else. I'm going to sell this company. Are you ready to take the leap into business ownership, but you don't know where to start? Well, look no further than Acquisition Lab, the premier resource for entrepreneurs seeking to buy their dream business. Founded by Harvard MBA and acquisition expert, Walker Deibel, the lab is your fast track to success in the search diligence and acquisition process.

14:25Jack Sondheim:With hands-on support, world-class resources, and a community of like-minded entrepreneurs, Acquisition Lab gives you the tools and confidence to navigate every step of the journey. And we're proud to call Walker and Chelsea, the Lab's director, long-time friends of the podcast. They're passionate about helping entrepreneurs like you take the next big step. So don't wait to make your business ownership dream a reality. Visit acquisitionlab.com today to learn more and schedule your free consultation. And when you do, be sure to tell them the Acquisitions Anonymous podcast sent you. So I think the bull case for this is that if, you know, in the dealership model, there's exclusivity.

15:00Jack Sondheim:If they have the exclusive territory for a really specific high profile brand, that is worth something. You mentioned Caterpillar earlier. It's not as exclusive as like Caterpillar or John Deere, where those never change hands. They just literally never sell. They never hit the market. They're not available. They're not creating any more of them. They're actually consolidating like multi-generationally. This is not that kind of case. This is the case where if this business went away overnight, big techs would find somebody else who also has, you know, an established trailer sales program and just sells other lines and they would go, you know, try and work their way in.

15:41So, you know, it's a little bit different than like the car dealership model because there are more manufacturers on the trailer side than there are on the car dealership.

15:51Jack Sondheim:I mean, on the trailer side, it reminds me a little bit of like these motorsports stores that we've looked at before where they may sell like Can-Am and Sea-Doo and like multiple different, you know, kind of categories like water sports and, you know, ATVs and UTVs and, you know, dirt bikes. Um, because they, they can't get enough volume from one. Like you, if you drive through, you know, small to medium town America, you see these places all over, all over. Right. And they're in varying sizes. Um, we buy like one or two trailers a year and we don't necessarily shop based on, I mean, price is important, but, um, we just usually go to like one of the closest places that has good inventory and get exactly what we want.

16:39Jack Sondheim:Cause we're very specific about what we want. We want a 16 to 20 foot trailer, seven feet wide, double axle. Like, you know, we know exactly what we want. And you have to go somewhere specific to get it. Because these are not complex machines. That's kind of like, because the core of this problem, right? If you look at Caterpillar or you look at a Ford dealership, right? There's fundamentally complexity there. My son had to take his Ford, by the way. and they had to go in because only the Ford dealer could do something with a stupid computer. It's just such a scam. I was like, this is a scam. I turned to my son.

17:16I was like, son, I'm about to parent you.

17:18Jack Sondheim:This is a scam. It was a total scam. They charged him$450 to go and press a button on a computer. I was like, this is a scam. But there's none of that here, right? I guess one man's scam is another man's good investment. But the one thing I I'm curious about is they do say truck bed sales. So this is also kind of congruent with the dealership model, but like service body pickups, you know, the ones that have like the, not just a toolbox in the bed, but like toolboxes built into the bed. and it's a smaller bed space, but you've got lockers and different things on them. Those are a more interesting business to me.

Read the full transcript

18:01Jack Sondheim:Like NAPI is the big name in service bodies. The only, and this is totally anecdotal, the only indicator I have on this is if we want a service body put on a truck, we buy the bare chassis from a dealership and then we take it to our distributor here and they put it on. But the wait time is like six weeks. Like they're that backed up, just constantly outfitting bare chassis because every plumber, every electrician, every HVAC guy, most large-scale roofers, they all are in line waiting for these things. And that is, I think, probably a little bit higher margin and not as commoditized if they're doing something like that.

18:47Jack Sondheim:The AI picture doesn't show that, but it makes me wonder if they do some of that too.

18:54David Barnett:I'm guessing the positives are also that they have a lot of reoccurring revenue, like the same contracting firms are coming back. Like you said, things wear out pretty quickly if you're active, and therefore you've got a lot of the same customers coming back for the next trailer or the next truck bed, whatever it may be. So that's a positive.

19:11Jack Sondheim:I think though, like to talk out of both sides of my mouth, Heather, like if you're a landscaping company and you bought a utility trailer like this to move like your riding lawnmower or maybe a dump trailer, which I think those things stacked in the background to like move dirt or mulch or something. You also just get all the possible life out of these that you can. And so, I mean, we have some that like, you know, look like they've fallen out of a tree and we still don't replace them because we're like, well, I mean, you know, it still works. It may not look good, but this is one of those things that it's not highly mechanical, like a pickup truck.

19:49Jack Sondheim:And you're like, okay, like it has 400 ,000 miles and the engine is blown. Like we've got to replace it.

19:54David Barnett:They do last a long time.

19:55Jack Sondheim:They can last a really long time, especially if you buy these nice ones that are heavier gauge, you know, steel and like more robust parts and things like that. So I would say it's not super reoccurring. I mean, I do think they have repeat customers, but it best case, it's probably maybe once a year or twice a year.

20:15David Barnett:Long time in between. Yeah, that makes sense.

20:19Jack Sondheim:This looks like a rough business to be in. So what is the... I did look up, there's a North American, it's the North American, there's an expo coming soon, but it's the National Association of Trailer Manufacturers. And Michael, their expo is in Fort Worth, October 6th through 8th. And it looks like it's probably a good time. i mean look if you're going to be running around in a convention center for three days talking about trailers 99 of the reason to get through that is to be totally drunk like i don't know i don't know how i don't know how you survive that otherwise it's a rowdy crowd yeah yeah hey man what's going on with your trailers same one you've been selling since the 50s yeah hand me another Bud Light.

21:06Jack Sondheim:Okay, great. They probably raffle off a lot of liquor at these kind of events. It's a Crown Royal convention masquerading as a trailer convention. I mean, so you bring up a point though, like there's not a lot of innovation. I mean, how much better can you make the trailer? But at the same time, as long as physical work is being done and skid steers are being moved from point a to point b or like lumber or roofing materials are being moved from a warehouse to a job site like you got to have these they don't go away yeah um but there's just i don't know that there's really much disruption that happens in this space it's just steady big market perpetual need not going anywhere it's going to be helped by like the reshoring of stuff you also won't ever buy them online you know what i mean like this is You go to a physical place, you look at it, you physically kick the tires, and you're like, all right, I'm going to back my truck up.

22:05Jack Sondheim:Let's get this thing on the road. Or you do like my friends do, just find one that you like at Home Depot, cut the chain, and drive off with it. That's the way to go. So, Heather, am I getting this financed at 14 times EBITDA? No.

22:18David Barnett:No, I have my little calculator handy here. And you could get on$354 ,000 of EBITDA, you can get about 3.75 times that is your maximum SBA loan. So that's$1 ,300 ,000. And so the rest of it, I'm assuming, is based on inventory. And so the rest of it has to come from inventory financing, which no SBA lender is going to do that because you need a special, like I said, you need a specialized inventory line of credit that we typically call flooring lines. But again, the problem with that is if you are a buyer that's first-time business owner, inexperienced in this exact business, that your odds of getting that line of credit are extremely low.

23:02David Barnett:Because those lenders absolutely want know-how if they're going to be lending on, you know, trailers sitting out in your yard. So I think the challenge here is financing. You know, even if the inventory value really is there, how are you going to finance it?

23:20Jack Sondheim:I think we should phone a friend and ask Clint. Okay, Clint. Clint. Bro. I have a cell phone. We're missing something. What are we missing? Hypothetically, if you were talking to a bunch of idiots who were looking at this deal.

23:36Jack Sondheim:I am really curious if somebody does dig into this one on dealonomy. Like what's going on? Because Clint is like, that's the ideal of dealonomy. Like there are brokerage that only curates good deals and like it's a platform that works that way. So I just don't understand what makes this a good deal. And I'm very curious because I got to, it's the brand promise of dealonomy. Like they've got to live up to it, right? So there's something here I don't understand. We don't sign NDAs on the podcast, but like what is their NDA process like? There was a link at the bottom. Is it all like you sign it, you get the SIM sight unseen, or is there a conversation that has to be had?

24:18Jack Sondheim:Oh, wait. They actually have more. Oh, wait a second.

24:21David Barnett:Wait a second.

24:22Jack Sondheim:Rerecord the episode. Holy cow. Wait a second. There's a whole other website that doesn't thing. Okay. All right. You just doubled the episode length right here. There's so much more they're telling us. Well, we're supposed to wrap it up by 25 minutes. Okay. Okay, so it's in Missouri. And here is, they actually give us the P &Ls for 2023 and 2024. But look at the SDE. And they're willing to sell our finance. Look at this. So this is one of those things where the teaser did not represent reality, evidently.

24:55David Barnett:They blew it.

24:56Jack Sondheim:And look at the EBITDA. The EBITDA in 2024 was$31 ,000. But so they're adding back shareholder distributions of a million dollars.

25:07David Barnett:You can't add back. If they're really distributions, finance person here, if they're really distributions, they were not expensed or they should not have been. And if they were expensed, then there's a big problem with the way they're doing their accounting. But normally you should not add back distributions because they're a balance sheet entry. They're a balance sheet entry. Exactly.

25:29Jack Sondheim:Yes. So they're taking that in lieu of, you're saying they're taking that million dollars in lieu of taking a salary working in the business?

25:36David Barnett:Right, usually. And they just take the cash and they don't expense it. So it's already included in your EBITDA if it's a true distribution.

25:45Jack Sondheim:So why are you advertising? I think this is a presentation problem. Could be. But you should not do this if you're a shareholder because if the IRS gets this, they're very curious as to why you're not paying payroll taxes. It doesn't make sense. I mean, some of our initial analysis still holds true. on 10, right at almost$11 million in 2024 revenue, their cost of sales was 8.8, almost $8.9 million. They have 20 % gross profit, less than 20 % gross profit. But you look at their operating expenses, their net profit, their operating profit is negative because the operating expenses are more than the gross profit.

26:28Jack Sondheim:They're saying though, in that$2 million of operating expenses, there's$1 million of distributions. I would be shocked, right? I mean, this place costs more to run than that.

26:40David Barnett:Right. Because it's a retail location. So you've got the cost of the real estate, the rent or whatever, if you own it. And you've got employees that you've got to, you know, you've got salespeople, you've got to get paid commissions and you've got employees running it. Yeah, this math is very curious.

26:57Jack Sondheim:And to your belief, they're carrying a bunch of inventory out of working capital, they only paid$33 in interest, which basically equates to we paid our credit card two days late one month. That's the extent of debt that you have.

27:10David Barnett:So they don't have a line of credit for the inventory, correct?

27:13Jack Sondheim:Also, this is like a pet peeve of mine, but in the ad backs, okay, personal vehicle equipment, I'd be willing to bet that the guy who owns this business has a bunch of equipment that he's run through the business and expense. Okay. Fair enough. Credit card charges is an even$36 ,000 both years. Like give me a real number. Give me, even if you make it up in the teaser, give me a real number. That's like 36 ,228 because then I think, okay, they actually went through and like reclassified all the meals and entertainment, you know, or something. But I just, I don't like that round number. It just tells me there hasn't been enough legwork done on this.

27:55Jack Sondheim:It's got the hallmark of the books are being kept by this guy having a big old bucket of cash next to his desk and just pulling some out every once in a while and a spreadsheet that his wife does. Like that's what I've said.

28:08David Barnett:And I have seen businesses like this where there's a regular price and there's the cash price. And if this is one of those businesses, beware, because Because if they're not putting that cash in the bank, which they almost never are.

28:21Jack Sondheim:That's the point. Yeah, that's the point.

28:23David Barnett:Then you cannot do a proof of cash. You cannot reconcile the bookkeeping with the bank accounts. And so you will never really know how much they're getting in cash, even though they'll tell you there's a certain amount. So I think it's a little combination of that's what's going on. And the distribution may be just some of the cash they're keeping for themselves. It's not really running through the P &L. I don't know. that I'm very confused by this math.

28:48Jack Sondheim:Okay, so let's say they actually are doing 1.2 million in SDE, real SDE. And Clint has a great explanation for the distributions and why it's presented the way that it is. 1.2 million dollars in SDE and they're asking between 5 and 7 million dollars.

29:04David Barnett:Yeah, because 3.5 times 1.2 is 4.5 million. That's about how much SBA loan you could get. And so yeah, 5 million, a little bit higher maybe purchase price would work if that's really the verifiable. Well, I'm sorry. I take SDE. I knock it down for actual salary for the owner. So I'd make it a million one times 3.75. And that is an SBA loan of 4.1. So, yeah.

29:32Jack Sondheim:I think, I mean, you could fairly easily reconcile the shareholder distribution number. Like, give me 12 months worth of bank statements and let me see where the money went out, in what form, you know, it was probably not all cash. Maybe it's some cash, but like you could tie this back to, to reconcile it and figure out, is it real? I don't love a 20 % gross margin business just because it doesn't leave you that much. That tells you who has all the leverage, just the manufacturers. If their prices go up 8 % from one month to the next and you're sitting on inventory, you know, yeah, good for you because you have inventory at a lower cost, but I don't know.

30:16Jack Sondheim:It's just a tricky dynamic to navigate. And either you're taking the asset risk by holding the inventory or you're taking the financing risk and thinking you can turn the inventory quickly enough, which it doesn't seem like they do.

30:27David Barnett:And since they don't have cash flow, I don't know where the cash is coming from to pay for the inventory. You know, if it's all going out in distribution, where's the money being generated to buy the inventory since it's not being financed? So again, I think there needs to be, like this is a case for one of our friends to do a quality of earnings, if they can, and try to piece this back together a little bit.

30:53Jack Sondheim:A quality of earnings, you say? Quality of earnings. I've heard that's a good business to be in. All right. Okay, so what do you guys think about this deal? I'm curious to know more. I mean, I think these trailers will continue to be bought and sold in Missouri. I'm really curious about what the financials actually look like. Yeah. For me, tough business to be in. You got to live in probably somewhere in the middle of Missouri, swapping trailers around in a hard commodity. So I'd rather own a Ford dealership, but this doesn't seem too terrible. So Heather?

31:29David Barnett:No for me because I don't want to own any business where I've got to hold a lot of inventory especially high ticket inventory so I'm no just for that reason Alright super cool

31:41Jack Sondheim:well this is a fun one you definitely had a cliffhanger at the end We're going to click the link early next episode What the heck is going to be here Alright everybody thanks for being here this week we appreciate you and if you enjoyed this episode tell a friend about it and we'll see you next time Thank you.

From the publisher

In this episode the hosts dissect a Midwest trailer dealership priced at $5–7M and uncover a financial cliffhanger—questionable add-backs and heavy inventory requirements that may be masking weak true profitability.

Business Listing – https://mail.mixmax.com/m/R8B9vgpovo59ao3bC

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This episode analyzes a Midwest trailer dealership generating roughly $11.4M in revenue but only $354K in reported EBITDA, with an asking price between $5M and $7M. At first glance, the valuation appears unusually high—around 14x earnings—until the hosts discover additional financial details suggesting the owner may be taking large shareholder distributions that distort the reported profit numbers.

Key Highlights:
- $11.4M revenue, $354K EBITDA, asking $5M–$7M (≈14x multiple)
- Large inventory requirements likely driving valuation and financing complexity
- Possible hidden earnings via shareholder distributions
- Commodity product with steady demand but limited differentiation
- Requires deep diligence on accounting practices and working capital

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