
Be the first to curate this episode — add a title and quick summary.
Add title and summaryNo information listed yet. Be the first to add who benefits from this content.
Suggest who benefitsNo detailed summary yet. Suggest a summary to help the community.
Suggest summaryNo questions listed yet. Be the first to add a question for this topic.
Suggest questionCallum is founder and CEO of MBH Corporation PLC, an agglomeration of 27 acquisitions, small, profitable companies from around the world. By leveraging the Agglomeration strategy, MBH Corporation plc is able to create substantial shareholder value through the consistent and accretive acquisition of excellent companies MBH Corporation plc is listed on the Frankfurt and Dusseldorf Stock Exchanges and the OTCQX in New York (MBHCF).
00:00 Intro to Callum Laing
00:28 What a agglomeration is and what MBH does - partner to Jeremy Harbour - benefits of agglomeration
05:46 Comparison to Berkshire Hathaway.
07:12 How is controlling interest / stock and equity structured with agglomeration acquisitions - ultimate mastermind group
09:03 Where do the profits flow up to - all acquisitions pay a management fee plus dividend to shareholders - buying a boring 60 year old Caravan company
14:48 What is assets / leverage to you bring to an acquisition proposal - difficulty for SMBs to break through glass ceiling - the balance sheet unfair advantage of an agglomeration - 1000 applications a year now
19:27 How he started with the idea - starting / partnering with Jeremy Harbour - solving SMB exit issues
25:00 How the agglomeration gets contracts - SMBs are great problem solvers
27:47 How did the first acquisition happen - what where the challenges - how did the early "pitches" go?
33:18 What are the characteristics of the motivated seller - what are needs of seller
37:14 Arbitrage Multiples - the Master Minded Effect and Covid - working through challenges
39:52 Adjacent "tactical" Acquisitions - teaching his acquisitions to grow through acquisitions
43:12 Landscaping like a SaaS business - recurring revenue
44:57 Working on the strategy for 6 years - biggest obstacle - internal biggest hurdle to Callum -financial markets - huge learning curve - how they communicate / transparency with everyone
50:08 Challenges with OTC markets - 15C-211 purge / International trade volume issues.
54:26 What is best investment he made to change his life.
Auto-generated transcript. May contain errors.
Welcome to the top M&A entrepreneurs. I have Callum Lang all the way from Singapore. He runs a business called MBH, uh, and MBH is quite an interesting, it's an agglomeration of company, so welcome. Thanks, John. It's uh it's a pleasure to be on on the podcast. So let, tell us a little bit, United States, we don't really know a lot about this agglomeration. I, I know it's, I don't know if it's an invention of Jeremy Harbor, who's your business partner, but tell us a lot more about the structure of this and how it works. Yeah, so, so look, agglomeration is, um, it's a derivative of con conglomeration, um, and it's about bringing, uh, companies together, basically. So what we are, MBH Corporation PLC, it's a holding company, it's a UK based PLC. We're listed on the Frankfurt Stock Exchange. We're also listed on the OTCQX in New York. Um, and we're a holding company of small businesses, and The, I guess the, the difference between our model and most is that we designed it from the bottom up. We designed it for business owners like us. So both myself and and uh my partner Jeremy Harbor that you've mentioned, we come from a small business background and so we were trying to solve problems that we had had as small business owners. Um, so for example, Um, you know, small business owners often hit a glass ceiling where they can't win big contracts because procurement best practice is never to give big contracts to small companies. Um, but because you can't win those big contracts, you remain a small company. So you kind of get stuck in a, uh, in a bit of a rut. Um, same when it comes to recruiting top talent, it, it's very difficult for small businesses to compete on a level playing field with big companies. So, Basically, what we decided to do was create a holding company exclusively for the use of good, well-run, profitable, cash generating businesses. And in effect, they come in, they swap their private equity for public equity or or our bonds, so they get some consideration. And, but they keep full operational control over their business. They're not leaving, they're not exiting. This is, it's their brand, it's their hiring and firing, it's their culture. But now when they go and pitch for business, they're pitching as part of a global agglomerate of of businesses. When they come to recruit talent, uh, yeah, they can offer actual tangible stock options that, that people can, can track the, the, uh, price of. Um, and if they want to do their own acquisitions, you know, a lot of the companies we deal with, I think the average age of the company is about 22, 23 years old. So they understand their industry. They know, they know the good players in their industry. They know the bad players in the industry. Um, and they've probably thought many times about maybe acquiring a competitor or a supplier to take their business to the next level, but they haven't had the know-how or the resources to do that. Um, and so oftentimes they will join us specifically because they want to go on an acquisition spree and use us to help them do that. So. Uh, the company today, it's, um, we listed the holding company, uh, pretty much as an empty shell 3 years ago. Uh, we've now got 27 companies in the group. Um, like I said, they're all profitable, they're all cash generating. We've been a dividend yielding stock every day since day one. and actually, what, what you mentioned it's kind of a new, Invention or new innovation. Uh, it is insofar as we've really focused on delivering a solution to small business owners, um, and ironically, that has created a unique investment product for investors because investors, as you know, are very nervous about investing in small business. It's incredibly illiquid, it's risky. Um, whereas they can invest in a publicly listed company, they get all the liquidity of a big fast growth PLC, um, but they get this portfolio of small businesses and, and get all of the benefits that that come with that. As well. And each of the elements of what we're doing have all been done before. I mean, 11 of the, uh, the early media jokes when I was, uh, doing a lot of media was some journalist re-christened us. So MBH actually stands for Multiple Business Holdings. And after hearing our story, this journalist rechristened usin Berkshire Hathaway. Um, because it's, it's a very similar philosophy in terms of, uh, what Berkshire Hathaway was doing, certainly a few decades ago. Um, they were seen as a safe pair of hands for family-owned businesses, because Warren wouldn't try and mess around with those companies. Um, but you've also got other companies like, um, Constellation Software in, uh, that's listed on the Toronto Stock Exchange. Which, um, is really an agglomeration of 500 small software as a service businesses, which has a very similar ethos to us, has outperformed Amazon over the last 26 years in terms of stock profile. So, um, yeah, there, there's, we're sort of drawn on different areas, um, but hopefully, offer a unique solution to small business owners that, that aren't looking to exit. Let me, uh what's the comparison between Berkshire Hathaway? Because when he first started, Berkshire Hathaway was, he was the holding company, and if he bought the furniture company in, you know, Nebraska, he'd buy 81% or 90 or 100% of the business. How is that different or the same with the businesses you have? Yeah, so the, the difference is, um, and I can't remember her name, the woman that was running that company, um, Ruby, Ruby, um. That, that rings a bell, yeah. But, but basically the philosophy when he bought that company is, I'm not going to interfere. You carry on running it, and I think, yeah, she was 83 years old and she ran it until she was 103 or something insane, um. But uh uh yeah, very, very early on, like if you were a family owned business in the US of of a significant size, the attraction of being owned by Berkshire Hathaway was that the board of Berkshire would give you full autonomy to keep doing what you were doing, and, and, you know, Warren's philosophy is very much, um, you know, buy companies and let them, let them run the way they have cos cos they're clearly doing something right um now. Berkshire's has to change as they've got bigger, um, but that was very much the, the early ethos, and it made them a very attractive company, um, for, for business owners to, to want to, to join. Right. Well, the cash flow, he would own the business. Now, do you guys own most of the business or? 100% of it. Every company, every company that joins us swaps 100% of their private equity for either stock in our company or bonds in our company, so they, they have a stake in that. And actually, interestingly enough, so about 27 companies. Um, those 27 business owners make up more than 60% of the shareholders of the PLC, so they, they have that, that level of control and, and look, most PLCs, Would die to have that level of engagement of their senior management team. Um, so, you know, we've got that, that diversity across the group. They've all got a very, very vested interest in the success of the group and in the success of each other, which is, is pretty unique. Um, you know, being a small business owner can be quite lonely, um, when they join us, they still have full autonomy. In their company, they can't tell any of the other companies how they should be run, no one can tell them how they should run their company, but they all have a vested interest in each other's success, so, it's like the ultimate mastermind group because, You know, you actually have that, um, you, you've got skin in the game when you give advice, and, and so that's incredibly powerful. Uh, and, and I think very quickly becomes one of the most, uh, beneficial reasons for, for companies joining once, once they're in. I mean, often they, they'll join for external reasons, like I, you know, I, I need to retain or attract more senior staff, or I want to go and do acquisitions. Um, but once they're in, being part of that community, uh, is, is incredibly compelling. Where does the cash flow go? Is it, it, you know, let's say, let's take an average business, uh, 25 million somewhere in there. Does the cash still go on their bank account, or do you send the earnings to the holding company NBH? Yeah, so all of the companies that are, that we bring into the group are profitable and cash generating, and each company pays a management fee every month to the holding company. Now, the companies themselves decide on what that management fee is and how it's distributed, and they also pay a dividend up to the holding company, and, and that dividend is what we can then use to pay out to to all shareholders. So, Um, and again, that's kind of, you know, our CFO will take a look at the, the cash in the group and make a suggestion, and then the principals will vote on it. And, and remember, they, they own 60%, so it's very much in their, their interests. But one of the key things that We were keen to implement is, so when a company joins, on day one, it gets an initial consideration, but it's also joining as a perpetual earning. So every business owner in the group is incentivized to increase profits that they're sending up to the group. And the more profits they send up to the holding company, the more shares they earn in, uh, over, over time. So. There's a strong incentive for them to do that. Um, one of the things that we were keen to avoid is, There there's a big There's a big difference between the financial markets and the way small businesses operate, um, look, so these surveys come out very regularly, I think the last one I saw was in, In either London or New York, but something like 93% of publicly listed company directors freely admit to sacrificing the long-term growth of their company for short-term results, because there's so much focus on quarterly results, biannual results, that sort of thing. Um, yeah, and, and so you end up doing things that are not beneficial for the long-term health of the company to appease immediate shareholders. Now, The people that do the exact opposite of that is small business owners. Small business owners. By definition, are constantly sacrificing short-term wealth for long term value. I mean, any business owner you meet, um, is just constantly making those decisions because they want, you know, they're building something and they, they want to support the the staff and the community and, and what they're trying to create, um, and we didn't want a business owner to join our group. And jettison that, that value system and that belief, um, to, to now start kind of trying to hit crazy targets or, you know, unfortunately, that short term focus tends to incentivize negative behavior. So basically, when a company comes in, they're all cash flow positive. Um, they set their own targets, and, and as a CEO of the, the overall group, I can go out to market, and I can be quite aggressive with our growth forecasts. But we achieve that growth through acquisition of new companies, not through putting pressure on, on the individual companies to change their, their behaviors. And, and we know that some of those companies in the group are going to outperform. Um, some of those companies will underperform, but it's a, it's a portfolio effect, and it will balance itself out. Um, and, and we've seen that, you know, we have, within our group, we have 8 different industries, we're across 5. Different countries, including the, the US. Um, and look, some companies thrived during COVID. Other companies struggled. We, we, when we, uh, went into COVID, we had a lot of construction companies, and obviously, lockdowns made that incredibly difficult for them. But equally, we had adult vocational training companies and a lot of people wanted to retrain. So, those businesses have thrived, um, We, yeah, this is an example of getting a little bit lucky, but we, in March 2020, just before COVID hit, we bought a caravan company like in the US you call them motorhome companies, um, which in, in the UK at least is very unsexy. Yeah, this is, um, typically caravans were what pensioners would tow behind their cars, little country lanes, massive traffic jams behind them. Um, very slow. But, but, um, so I got no end of stick from my friends about, you know, there's so many cool crypto projects and marijuana plays and all of this sort of stuff. And I'm buying a 60 year old caravan company in the United States. Uh, this was in the UK. And, um, and then, of course, lockdown happened and all the international travel bans happened. And caravan sales in, in the UK, motorhome sales in the US had just gone ballistic. It's there's a 5 year waiting list on some of these, uh, uh, RV companies. It's crazy. And, and the advantage that our caravan company had was because it was part of a PLC, it was able to Negotiate better deals with suppliers to, to try and fulfill that demand. But yeah, they had, they had their best, uh, their best ever years. And, and so now, now we look like geniuses, but quite frankly, how did, how do you negotiate? What's the power and leverage you're bringing to a supplier? What, what are you saying to them? I mean, you, do you own another caravan or RV company in there or is it just because you have the financial, uh, You know, an OTC listing with, you know, the last, I'm looking at the OTC Markets.com 123,120, total revenue 82 million. It's pretty impressive. That's awesome. Yeah, and look, this is, uh, I mean, that's just for the first half of the, the, uh, yeah. I, I'm not sure, maybe, maybe that was last year's numbers. Uh, yeah, OTC Markets is so far behind on updating all their numbers. Yeah, so, but, so we released our half year numbers, um, back in September. We'd had a good, good first half year, but the, yeah, the full year numbers are from 2020, which, you know, due to COVID. Uh, was tricky. I think we're, we're the big company, um, I, I think a lot of people that are not in the small business space are just not aware of how difficult it is for small businesses to break through that glass ceiling. It's, um, you know, so I'll give you an example. Uh, I mean, obviously, we, we had the, the, uh, advantage. And I think it's more kind of credibility, um, but also definitely that caravan company is looking to bring on more caravan companies. But oftentimes you'll see it on the, on the supply side. Um, uh, so, for example, we work with a lot of construction companies, and, um, increasingly big projects will ask small suppliers. To give a bond, um, because they, you know, they don't want to give a big project to a small supplier and then risk that company falling over. Um, so if a parent company like us can step in and give a parent company guarantee that allows those businesses to win bigger contracts in the education, we can give uh reassurance to government so that the government gives bigger contracts to smaller companies. Um, and that's incredibly powerful. It, it really, it, it puts small businesses on a level playing field with big companies. Um, or another way of looking at it is, it gives our companies an unfair advantage over their competitors, um, because they can kind of leverage off the balance sheet of NBH to go and win those bigger contracts. And, and we've won tens of millions of dollars of contracts, purely because we were able to write those parent company guarantees. Yeah. I mean, there was a locally, we had, I had a buddy that owned a, uh, a spa, jacuzzi. Uh, but because COVID hit and it affected his suppliers, he didn't have the cash flow to be able to buy inventory, but the next biggest company, you know, doing $13 million had no problem putting up the cash to do that, or just showing that they had the wherewithal to do that. Yeah, it's um look it's, it's tough and I and I don't think people outside of the small business. Understand how easy, how difficult it is, I mean, I, I hear a lot of, um, comments from people saying, well why, why don't they just get loans, um, and well, it's just, just not that easy uh for a small business. Um, and look, that's another thing that, uh, we do a lot of the, the companies that come into us, the principals have had to put, you know, they've had to do personal guarantees, they've had to put their house on the line in order to build their companies, um, which big companies don't do, like, it's just. The whole point of having a company as a legal entity is so that the director doesn't have to put that much at stake. But in small business, it's the only way you're gonna get access to, to overdraft facilities and, and, uh, other benefits. So, yeah, again, it's just try, really trying to help small businesses. Um, level that playing field. And, and consequently, we get about 1000 applications a year, um, from, from companies that want to join us. Uh, now, like, a, a lot of them aren't right. A lot of them are too early stage or the founder wants to exit, which, which we're not interested in. Um, but then we will whittle that down to around 40 or 50 that are going through due diligence at any given time. Um, and then circa 10 to 20 that, that we look to, uh, add each year. Yeah, how did you find this? How did you guys, I mean, did you, how long have you known Jeremy and did you guys start that did somebody start this first he come in, or what, uh, what was the story on that? No, so I, I've known Jeremy for, for well over a decade. Um, he had, uh, he'd had, he'd figured out way before I did that, uh, M&A was a great way to grow a business. I, I was still trying to start everything from scratch, um. And, but we, uh, we've done a, a few things together. Um, I kind of, you know, we, we would talk to each other regularly. And, um, 11 Christmas, actually, we were talking about launching a project in Asia, and he was talking about a couple of people that we knew had recently sold their businesses into bigger companies, and it worked out really badly. Um, so the, the, the problem. When the way most small businesses exit is they sell to a bigger player in the industry a trade sale. And almost all of those deals are structured as a 3 year or a 5 year earnout. And the problem with that is that us entrepreneurs make terrible employees. Uh, we're just not very good at being told what to do, especially when it comes to our baby. And so, um, you know, you basically tend to have 6 to 12 months of the founders fighting to protect their clients and fighting to protect their staff from their, their new overlord. Um, and then often either they get fired from their own company or quit in disgust. Um, and this has happened to a couple of, of people we knew in rapid succession. And, and so Jeremy phoned me up and he said, Look, I've got this idea. Like, this is, this is a really rubbish way to end. A career, like if you've spent 20 years building value for your employees, your customers, your community, to then get spat out at the end, um, often leaving most of the value in the deal, because you haven't fulfilled your 3 year or your 5 year term, that's a, that's a terrible end. Um, so what about if we put together a group of companies and take them public, which which was the original idea. Um, and he had, he had worked out, uh, I think years before that just, just grouping companies together allows them to win bigger projects, and, and there's a lot of economies of scale there. Um, but the, the taking them public was, was the key thing. And then, yeah, we've really kind of spent, I guess, 6 years now. Working on the details because um you know, philosophically it it all makes sense uh uh and look if I pitched this idea to anyone in the small business ecosystem or with entrepreneurial experience, they get it straight away. They, they can't understand why everyone doesn't do this. If I pitch it to traditional investment banker, private equity, they don't get it at all. Um, the first question I'm always asked is, Yeah, but why would you trust the entrepreneur? Why wouldn't you fire them and put a real manager in place? Um, and to them, a real manager is a 32 year old with an MBA, uh, who's never risked their own money in their lives. Um, but that's their model, and that's what they're comfortable with. Whereas, give me the 60 year old woman that has been running this business for 30 years, knows everyone in our industry, um, has had a couple of near misses, a couple of bloody noses along the way. Um, but, uh, you know, we'll, we'll put a body on the line to, to save that business when things get tough. That's who we, we want to, to bring in. So, um, I think the, the nuance and the subtleties of what we're doing is very, very critical in terms of, um, how we position it to entrepreneurs and then how we position it to investors, because it, it's a. You know, this is a, this is really the first time that investors have had an opportunity to invest in this asset class, you know, 50% of the world's well developed world's GDP comes from small business, and 90% of private sector employment comes from small business. Yeah, as you know, if you're a family office or an institution, you can't invest in a small business because. For an entrepreneur that by default they'll tell you we're gonna exit in 3 to 5 years. That's kind of our exit, no, exactly, you know, there's just not that many options out there, astute investors know that. Um, so the only way they're going to invest is if they can have control over that exit process. Well, uh, entrepreneurs don't want that because next year's gonna be their best year ever. That's what gets us up every morning. Um, so you've kind of got this, this clash, and, and the problem is, investors are missing out on huge opportunities because, Uh, look, you, you're in this space, you know, small businesses this year and next year are gonna massively increase their, their profits because there's huge demand. There's been a stop-start thing going on for the last year and a half. Um, but the nice thing about small business is that one contract can double or triple their profits for the year. And yet investors have, have completely missed out on that because it's too liquid, it's too risky, and so by bringing them all into this portfolio and providing a investment product, in effect, uh, we let investors put their capital where hopefully you've got the people that actually are are delivering the real value in the world. Let me ask you about that. So now that you have uh economies of scale to say go for a bigger project, but you still have a small, let's say you want a $20 million business, a $20 million contract, but you still have a 2 to $5 million business, you're biting off more than you can chew. So they're gonna need more capital, capex to to be able to uh do that business. How do you manage that? Yeah, so, look, I think um the the interesting thing about entrepreneurs is. Small business owners by definition are great problem solvers, um, you know, like I said, the average age of the companies in the group is, is more than 2 decades. They've solved a lot of problems in that time. The problem that small business owners like more than any other problem is how do you deliver, um, you know, having, uh, having a big contract and struggling to find a way to deliver it is infinitely more uh more preferable than. But it can also kill your company if you didn't have it, it, it can be a problem. Yeah, so, um, look, the, the nice thing about it is that first of all, they are part of a, a bigger group. So, you know, potentially there's resources in the group that, that they can call on. Um, ultimately, and we're not there yet, but ultimately the idea is that NBH would have a pool of capital at the holding company level that companies could lean on in order to, um, you know, basically take a soft loan from the holding company in order to, uh, deliver on a project or invest in new technology or, um, and that would be, you know, there'd be an investment committee of their peers that would determine that. Um, so I'm hoping that, uh, you know, hopefully by this time next year, we, we should start to have that sort of facility in place. Um, but actually it's even, even without that, you'd be amazed how creative companies can, can come at, at solving problems to, uh, deliver on big contracts and, and again, because these are their companies and their brands. Um, you know, they're not gonna walk away from these problems, you know, they, they, uh, they, they stand by it, and they, they see the opportunity, and they have, you know, huge incentives to, to deliver on, on these projects. So, um, yeah, I, that, that's probably, uh, not high on my list of list of concerns. Oh, yeah. So how did you, uh, so what was the first acquisition you guys, uh, executed on, and how was that story and then like, what was the feeling afterward? Oh my God, it worked for this one, let's see if we can do it again. Yes, it's a it's a great question because it's, it's easy to look at where we are now and and quite frankly, the conversation with businesses today is is a trillion times easier than how many have you given a total to get 27 companies, how many pitches? So, myself and Jeremy were joking about this the other day. I think, um, you know, we, in the last 6 years, we have given Thousands and thousands of pitches, there, there is not a single question that someone can start asking that we don't know how that sentence is gonna finish. Um. It's almost, yeah, yeah, and, and look, I mean, this is, uh, you know, as, as any entrepreneurial endeavor, we had the idea and then we went out and, and pitched it, and quite frankly, our first pitches were. Pretty hideous, it was, look, I'll tell you what, you give us 100% of your company, we'll take you public, we promise, even though we've never done this before, um, and it'll all work out great. Yeah. Let me, let me close. Next. So, um, look, we, we basically kind of evolved and, and iterated as, as we spoke to business owners. It, it was clear that what we were offering was attractive. We were solving a lot of problems that small businesses had, but there was a lot of Risk in in trusting us, quite frankly, and so what we did is we de-risked it for those early companies, and this is even before MBH this is sort of way back sort of 67 years ago. So we would have conversations with companies, and we'd say, look, this is what we're gonna do. Um, we will put together a, a contract and we will sit there with you and write out, what are the things that you're concerned about. And they would say, Well, I'm concerned that you're not gonna list within 12 months. Great. OK, we'll put that in the contract. If we haven't listed within 12 months, we'll give back the, the, um, uh, the shares or the, the control. Um. And, uh, I'm concerned about what if I don't like one of the other companies. Cool. OK, so we'll put it in, if you don't like one of the other companies, uh, we can, you, you can walk away from the deal. So, so we put in place a lot of, um, uh, clauses to give that. Principle, that business owner, uh, that reassurance and that peace of mind that they could walk away from this deal at any time, but then of course we could, once we've got that first signature we could leverage that to get the next deal done and, and, and sort of it gets progressively easier and even though that was, Years and years ago, when it came to MBH, a lot of those principles, uh, a lot of that kind of ethos is still very much in place. It's about de-risking it for the business owner, and, and it's about understanding that what's important to them. You know, again, I think from the outside world, people tend to look at business owners, especially the finance community where value is created by how much money you make. When you're in that world, you tend to assume everybody else is in that world, so they tend to look at small business owners and think that small business owners are mercenary and are just trying to get the best price for their company. And while I'm sure there is an element of that, that's not the business owners that we're working with our business owners are more missionary than mercenary. What they're concerned about often is, is their legacy, is it, is the, the legacy of what they've created in terms of, you know, if you've spent 20 years building something, often your clients are your best friends, your, your family are like your staff are like your family, um. You know, a great example of this disconnect is because we offer companies the opportunity to carry on running the way they run, that attracts lots of companies to us. When, when an investor looks at us and looks at us through the lens of a balance sheet, our model doesn't make any sense because they'll say, well, look, you've got 27 businesses, you've got. 22 finance people or CFOs in those companies, why don't you just fire all of those, consolidate the finance function, and you would save yourself, 2 million a year in salaries, um, and yes, if you're looking at it through the lens of a balance sheet, you're absolutely correct, but if you're looking at it through the lens of a small business owner, Yeah, 9 times out of 10, the CFO is the most trusted person in that organization. In fact, half the conversations I have, that the CFO is the guy's wife or the, the brother-in-law of the uh of the CEO firing them would cause way more damage than than paying that extra premium, um, and cause all sorts of disruption, so. Um, that's really what makes this, uh, such an attractive model for, for business owners to come and join us. So, you find these businesses, so you first started out and, you know, it's the same process. You gotta find somebody that's interested in selling a motivated seller, right? Um, what are the characteristics of that person, not, not the business like the the metrics. I'm talking about, is it They're exhausted, they're stagnant, they want to grow more, uh, divorced. What, what is that? Because it sounds like your USP when you get to the point of saying, you know, give us 100%, we'll exchange it for shares. Uh, that's a different person that stays around. Yeah, so I think first of all, if somebody's already decided that they want to sell, normally that's not our target. Um, now, having said that, we've had plenty of people that, have wanted to sell because they've thought that's the only. Option, um, you know, they, they are tired, they are exhausted, um, and, and look, with small business owners, entrepreneurs, When your business starts to plateau. That's like going backwards for a small business owner. What, what we thrive on is growth, and so oftentimes you see people that have built companies for, for decades will start launching little side projects just because they want to capture that growth again. So we do occasionally have people come to us and say, look, I want to sell, and then when they learn about the model, Um, they realize they don't want to sell, they, they want to come in because suddenly they can grow again, suddenly they can start looking at acquisitions. Suddenly they're part of a PLC, they've got bigger opportunities, they can look at international expansion. Um, they can win bigger contracts, they can incentivize their stuff. Suddenly business becomes exciting again, so occasionally we bring people back from the brink, but generally, uh, that's not our target market. Our target market is companies that are the founders are already doing well and sure look, you know, 70% of small businesses are run by baby boomers, retirement is definitely. Uh, on the radar, but they, the ones that we end up with normally feel like they've got another 3 to 5 years, um, and they want this opportunity to, to grow. And I think in terms of your question about what, what, uh, I guess their, their values or who they are, it's quite self-selecting. Um, one of the things that we, we have learned is, for example, that I think the average age of the principals in the group is early 50s. Um, we learned very early on that that it doesn't matter how smart the entrepreneur, how good the business is, it's really not worth pitching this to a business owner in their 30s or early 40s. Um, and, well, there, there are some exceptions, that the reality is that for most people, most business owners in your 30s and 40s, you're still trying to prove to the world that you can do everything yourself. And you got a big ego. A lot of trying to get listening to things is usually doesn't find its way in your head. Like, I, I put my hand up completely where that, that was me. I, I said to somebody the, the other day, like, I was, you know, when you, one of the big differences between being a small business and being in, in PLC, and a small business, a dollar is a dollar. I, I buy something from you, I give you $1 I sell something, I get $1. When you get into the PLC realm, and suddenly everything's multiples of profit, that dollar can now be worth $20 on, on the share price. I was like, oh my. Why did nobody explain this to me years ago when I first got into entrepreneurship? It completely changes the way you think about things. Uh, and then I realized, I'm sure plenty of people tried to explain it to me. I just wasn't listening. Um, so, like, it's always been there, the arbitrage, you know, it's I keep this P multiples, but a 2.5, your seller discretionary and then you move up, you move up in your You know, a $10 million ebi of business, you're in double digits 15x probably. Yeah. Yeah, exactly. It's, it's a, I mean, it's, it's a very different way of thinking, um, and, and yeah, it's a big learning curve for for companies coming into us, but, um, so yeah, I think what what we end up with is Very experienced business owners. Um, like I said, they've, they've had a few bloody noses along the way. So when, when the COVID first struck, um, all the business owners decided, I mean, we, we talk regularly. We're, we're all on slack. We have monthly meetings, but we decided to move to weekly meetings because the situation was so dynamic. Um, and one of the first conversations was, You know, it doesn't feel like the global financial crisis was actually that far away. Like, for most of us, it was still pretty fresh in our minds. So one of the questions we asked was, what do you wish you had done sooner in the last global financial crisis? Um, and that kind of sharing and people shared what they'd done right, what they'd done wrong, what they wished they had done, uh, and that determined a lot of the way the companies reacted, um, and I was so grateful, uh, that they had that experience. There was no panic. I, I saw other companies outside of our network run by younger entrepreneurs or less experienced entrepreneurs. That were really kind of just in freefall trying to figure out what to do, whereas none of the companies in our group did that because they had experience and they could lean on each other and, and share what was working and, and what wasn't working. So we do kind of get these like-minded business owners together and, and I think that gives me. More confidence than, than anything, really, on the long-term future of, of NBH. Because I think regardless of, you know, um, yeah, we, we have a very long-term, uh, plan, you know, this is designed as a multi-generational holding company. So I'm not always gonna be on the board. The, the current board will, will change over time. But I think as long as we can continue to attract great experienced business owners into the group that will have that stake in the future, um, then it's a, it's a pretty safe uh long-term project. Uh, I got a question about some of your acquisitions. Did, do some of your acquisitions come to you and say, hey, look, if I acquired this company, I could be, you know, 30% more profitable. Is that a bigger niche or was it to keep growing wide or keep growing each little ecosystem larger without? Yeah, no, great, great question. I think it's actually we've we've got two things happening at the, at the same time. So. Firstly, uh, we, we will continue to bring in what we call strategic acquisition. So find a good company that fits the group, we bring them in, um, and, and look, there's no shortage of good profitable cash generating small businesses out there that are looking for an alternative to, um, being subsumed by a, a big corporate. Um, so we'll continue to do that. And, and what's more, as we get bigger, as our, um, uh, the size of our total revenue and and our market cap increases, you'll see bigger and bigger companies joining us, each of which kind of move the needle that bit further when, when we acquire them. But equally, we've got companies. That join us specifically because they're looking to do acquisitions. And, and, and we call those tactical acquisitions. And sometimes it's, uh, as simple as, you know, you might have a supplier that's a 2 or 3 man business and the founder wants to quit, and you say, well, OK, look, I'll take that over, I'll bring that underneath me, and, and that company is responsible for it. So NBH would, would pay the consideration in stock or bonds again. But that the the existing principle is the one that's responsible for that company and consolidating the financials underneath them. Um, you've got, I mean, increasingly, so we, we had a, a taxi company in the UK that had been trying to put together a nationwide network of taxi companies for, for about 5 years. And everyone agreed it was a fantastic idea, but nobody wanted to be the first company in. Um, they joined us in August of last year and within 9 months they'd acquired 3 more taxi companies to start to build this network out. Um, I had a company in, I, I won't say what state but uh a state in the US. Um, that does landscape gardening, and they had a shopping list, literally a shopping list of around 160 mom and pop owned landscape gardeners, um, that all were looking to retire over the next 5 years. Um, in, in this guy's words, none of them had updated their website or answered an email in, in years, if not decades. Um, you know, they basically each had sort of a, a dozen. Consistent clients. It was, they're nice little businesses, but nobody could ever sell, sell them because they were, um, you know, each one made 100 or 200,000 profit. It was just too, too small. Whereas what he could do, if he came and joined us, was kind of hoover up all of them, put a layer over the, the top. Um, keep their clients, but just deliver better customer service and, and reach out to a wider audience. So we are starting to see companies joining us specifically because they want to grow through acquisition and, and leverage us as the, the tool to do that, which is fantastic for everyone. I have to mention something about the landscape. This is actually the 3rd time it's been mentioned in an acquisition strategy, because the dynamics or characteristics of the business, if you get the right clients, it's reoccurring business. You just send people out, they do the job, they get the paycheck, monthly, monthly. It's like a sass business. Yeah, yeah, yeah. No, look, I mean, 11 of the, one of the, um, perks of, of my job is this opportunity to meet and learn from, from all of these different businesses. And, and, um, yeah, it's so diverse. I mean, last month, we brought in, uh, a company called Approved Air, which, um, Looks at air filtration systems for hospitals, which, um, needless to say, has been much in demand, uh, over, over the last couple. Yeah. Um, but a great, yeah, fascinating business. Um, yeah, really looking at, at kind of the, at the molecular level of, of getting. Um, uh, yeah, air filtration. Um, and then, you know, half an hour later, I'll be talking to Kevin at 3K Engineering in Wales, which does heavy engineering projects. Um, and, uh, you know, they were just retooling a, a, I think it was a 72 ton. Pair of tongs, which basically pick up these huge. And yeah, like the, the, the difference, um, in these companies, uh, and the way that they run and the cultures. Um, but it, it's fascinating to see that there's, you know, so many different, uh, niches out there. It's, uh, pretty fun. Um, so what did you, I mean, you've been doing this for over almost 10 years plus. See, I mean, this, this particular strategy we've been working on pretty much full time for 6 or 7 years now. 6 or 7 years. What do you think, uh, what kind of What's your biggest obstacle as far as, let's say just internal obstacle, like you believing you could do it or or not, you know. It's like a lot of people have this like a, you know, some people say imposter syndrome until they do it and then it just keeps snowballing. What, the feeling, keep snowballing or? Um, look, I think the biggest hurdle for myself personally was. Really understanding the difference between the value systems of small businesses, which is what I had grown up in, and then moving into the world of the financial markets where, Like it, I just found it so frustrating at the beginning that they couldn't see what I could see, um, and, and it took me, uh, and, and quite frankly, I I think we, we did a very bad job at the beginning of understanding the financial markets, because in, in effect, the financial markets become your customer, um, and so really it was a huge learning curve. Um, and, and yeah, continues, you can always do, do better to understand what the financial markets are looking for in, in companies and how you communicate with them and, and I think. You know, I, I struggled at first because there's a huge mistrust in the financial markets of microcap, small cap companies and small businesses. Um, and, and I, I think, I, I probably got quite defensive, cause I was like, yeah, but these guys have spent 20 years building it. They're not just gonna walk away from it. Um, you know, this is, this is their, their lives. Um, but that didn't really make any sense to a, a trader that's in and out of a position 6 times in a day, and. Increase, I need to see, uh, liquidity, um, and, you know, trading volume on this. Exactly, exactly. So, um, a lot of that, and, and kind of basically what we, a lot of what we realized also was, you know, a lot of people have had bad experiences with microcas and small caps. Um, and I, I, yeah. for Wall Street, thank you. Yes. Yeah, yeah, um, but, but I think when I started to look into that and try and remove that, what I realized as well is it's uh. You know, even the good, the, the, even the good guys, even the really good smaller microca businesses, it's incredibly difficult for investors to try and figure out what's going on, um, because. For a CEO of a small company that goes public, that CEO has got a full-time job prior to going public. Yeah, they're already 100% of their time is based with their clients and with their team. And suddenly they go into the public markets, and now the investors want 100% of their time, um, and so typically what happens is the CEOs of these small caps, Just return to default to what they know best, um, which is working with what they know, and, and consequently, the investor relations of most companies is incredibly poor, and it's very difficult for investors to try and figure out what's going on. So one of the things that we have focused on relentlessly with MBH is to be the most transparent public company that you will own. um and. What that means is that we are constantly putting out content, we're constantly answering uh investor questions. We put together quarterly webinars where the the investors can meet with the principals and ask them questions about their businesses. Uh, I do a monthly a video with one of the other board members where we talk about any questions that come up during the month, any recent acquisitions, and just put some more color to it um. And that, that I think is, is important, but it also, it's a recognition that 60% of our shareholders are the business owners themselves, and business owners are used to having full transparency in their company. So they don't want to be part of a group that they can't figure out what's, what's happening, uh, as a, as an outsider. So, um, I do kind of, uh, yeah, that, that was all part of a, a learning curve. And, um, I, I think that was probably the hardest thing for me. Personally, was trying to shift from that kind of value creation small business world to creating value through investing, which, which is what the investment community does. Um, so yeah, that was, that was a shift. I, I, I think you can do as much as you want to put out and be transparent and content with your business. I think the problem For the United States markets is the OTC uh listing. I mean, it's essentially a bulletin board right now. It's going through its 15C211, which is getting rid of 3000 companies with, you know, there's no where there's no there there, where there's just people on day trading, and it's becoming much more expensive for a broker dealer to want to sell that stock to somebody. Um, I think it's like $200 if you wanted to list on ETrade, somebody buy it and you list it, like it's $250,000. If I wanted to buy the stock, it would cost me, you know, probably $5000 to open an account, 250. I mean, you are qualified with the assets you have and the revenue to to be in ASDAQ or the New York Stock Exchange. Yeah, so, I mean, very good point. And, and I think a lot of people outside of the industry aren't aware of the challenges, um, uh, around different markets. Um, and, and look, there's another thing with, with OTC that we weren't aware of until we went on it, which is that if you, John, today wanted to buy stock in NBH in the US, you can go to your broker. Uh, you put in MBHCF, uh, you buy it. If there's nobody in the US market selling on OTC, uh, QX, it will go through to Frankfurt, and we have the market maker that that does that. But that trade, because it's gone international, will not show up as volume on the OTCQX. So people are looking at the volume, our daily volume trading on OTCQX and saying, well, it's really low. Um, and actually it's, it's not low. They're just not showing anything that's international. Whereas in, in Frankfurt, we're kind of doing 100, 200,000 trades a day. Um, on OTC, it's, it's like 500 to 10,000 today an investor would look at that if you don't have that liquidity, that trading volume, they're gonna go, look, I, I'd love to give you 50 million bucks, but you have no trading volume. I'm not gonna do it. Yeah, exactly. And, and so it's a little bit misleading. But look, I, yeah, there, there, there are those challenges. To be honest, when we, we look at markets for different reasons, um, so, we, obviously, as a UK PLC, we'd have done the London Stock Exchange, which would have made it. We wanted to be on a main market. Um, the problem with the London Stock Exchange, and, and actually quite a lot of main markets globally, is that they want to, you need to be able to demonstrate a centralized management function. So all decisions go up to the top and back down. Um, and we are the ultimate in decentralized management and, and very proudly so. So that wouldn't have, have worked. Um, actually, so we went on Frankfurt, Frankfurt's an incredibly liquid, uh, very flexible market, great for, for our needs, um, and then we, the challenge that we had was when we were talking to an increasing number of small businesses in America, the first thing they do is they check, For your ticker and, and uh a lot of US brokerages just won't cover anything outside of the US um and so that our reason for going on the OTCQX was less about reaching a new investor community, although, you know, I'm, I'm very grateful to say we've met some, some brilliant investors through it. Um, but it was more about the business owners being able just to, to check and see, see us on on their existing platform. I do work with the OTC market. I could tell you even. You know, I, I know a business owner doing $5 million.03 million dollars in cash, and there's no trading volume, but he checks the symbol like twice a day, like. Look, I tell you, when it, when it's going well, when the, when the, the price is going up and the volume's crazy, it's better than Netflix. It's, uh, you know, it's pretty crazy. So I, uh, Callum, I asked for an hour's worth of your time and I'm almost out of that. So I wanna ask you a last question, um, uh. Over, over the course of this, what is the best investment that you've made to, to get to where you are? a person yourself or, you know, um, you know, Benjamin Frank and say the best investment is education, right? Yes. I, I think, um, uh, look, I think 11 of the philosophies that guides me a lot is, um, environment dictates performance. So, if you put yourself in the right environment, um, automatically your performance changes. You know, if you're, if you're trying to motivate yourself in, in the gym, that's one thing. But if you're with a group of people, um, that are all working out, you're gonna work out that much harder. Um, so I've constantly tried to put myself in environments, whether that's with sophisticated investors, whether that's with great successful small business owners like we are, uh, now. Um, so yeah, that's, uh, I guess that would be, um, what's made the biggest difference for me. Beautiful. Yeah, I appreciate your time. I really do. It's been a pleasure. Hey, I could talk about this stuff all day. So do I. That's why I do these interviews. I love talking to M&A entrepreneurs. Well, let's keep in touch. Thank you so much. Thanks for your time. Cheers. Bye.
About Mergers And Acquisitions Newsletter™
Jon talks to the "Top M&A Entrepreneurs". Our guests have acquired over 600 businesses and over $52 Billion in Value!
mergersandacquisitionsnewsletter.substack.com
People who have contributed edits to this page.