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Episode Summary
You built it. You ran it for 20 years. You Googled “what does an HVAC company sell for” and saw the private equity multiples. Now you’re sitting across from a broker who has to tell you the real number, and the gap between what you think it’s worth and what a buyer will actually pay is the conversation nobody warned you about. I had Clint Fiore back on after years of catching up only on Facebook. Clint is one of the best-known Main Street brokers in the country and just launched Dealonomy, a closed marketplace that sells qualified businesses for zero seller commission. We got into the real mechanics of Main Street valuation: why SDE runs the conversation under $2M of earnings, why 95% of small businesses never cross $1M in revenue (the “plankton” layer), and why the only deals that actually close have a motivated seller, clean books, and realistic price expectations. Clint walked through a real automotive deal where the bank pulled IRS transcripts and the tax returns didn’t match the P&L, and how they had to rebuild revenue from the credit card processor, the U-Haul system, and ADP payroll data to save the deal. The line that landed for me: you can only steal it once. If you stole it from the IRS, you’re not stealing it from the buyer too.
Top 10 Takeaways
- Your gross profit isn’t what a buyer pays for. Your transferable, provable, bankable earnings are.
- Under $2M of earnings, you’re in Main Street, and SDE runs the conversation, not EBITDA.
- If your tax returns and your P&L tell different stories, you’ve made yourself unbankable.
- You can only steal it once. If you stole it from the IRS, you’re not getting it back from the buyer.
- The smallest sellable business is around $250K of SDE, and you have to be the operator to make the math work.
- A motivated seller, clean books, and realistic price are the three filters that separate a deal from a wish.
- Your valuation expectations were probably set by Googling the wrong comps in your industry.
- If you’re unbankable, you become the bank. That’s the trade-off you priced in by mismanaging your books.
- The 95% of small businesses under $1M in revenue are the plankton. Whale sharks absorb them through easy-button exits.
- Selling for the right buyer at a fair price beats squeezing the last dollar and watching the deal collapse.
Sound Bites
“100% of the companies on the planet that I’ve ever met are underpriced. Meaning in some corner of the business, there’s something you could charge more for.” (@TBD) — Clint Fiore
“You can only steal it once. If you stole it from the IRS, you ain’t stealing it from the buyer.” (@01:09:19) — Clint Fiore
“The most important skill set of a business broker is the compassionate bubble-bursting evaluation of the seller. That’s a master skill.” (@00:42:39) — Clint Fiore
“Buying a business is like looking for a needle in a haystack. I’m just going to make a freaking needle store where you can just go in and all you see are needles.” (@00:56:27) — Clint Fiore
“If you’re not at $500K of SDE and you don’t want to be full-time 40 hours a week, you’re dead in the water. Once you back out debt service and a GM, there’s just not enough there.” (@00:49:48) — Clint Fiore
About This Episode
Clint Fiore is the founder of Dealonomy, a closed marketplace for vetted Main Street business sales, and the former founder of Texas Business Buyers (now Bison Business). He’s been in Main Street business brokerage and M&A for over a decade, holds valuation and IBBA certifications, and is one of the most followed voices in small-business transactions on Twitter/X. Before brokerage, Clint built and sold Nature Blinds, a hunting blind manufacturing company, and raised seven-figure angel rounds for three pre-revenue startups. Ryan and Clint originally crossed paths at John Warrillow’s Value Builder training. This episode is a candid catch-up after years apart and a deep look at what Main Street valuation actually looks like through the buyer’s lens.
Resources Mentioned
- Dealonomy — Clint’s new closed marketplace selling vetted Main Street businesses with zero seller commission. — dealonomy.com
- Bison Business (formerly Texas Business Buyers) — Clint’s brokerage firm.
- $100M Offers by Alex Hormozi — The book that drove Clint to rebuild his offer structure.
- Rich Dad Poor Dad by Robert Kiyosaki — Referenced for the framing that pushed Clint into entrepreneurship.
- Axial — Open marketplace for middle-market deals. Peter Lehrman, CEO, invested in Dealonomy. — axial.net
- BizBuySell — Where Clint first discovered established businesses were for sale.
- Value Builder System — Where Clint and Ryan originally met during certification training.
- C12 Group — Christian CEO peer group Clint has been part of for 5-6 years. — c12group.com
- IBBA (International Business Brokers Association) — Where Clint earned his brokerage credentials.
- Live Oak Bank — SBA lender referenced as one of the active lenders on the Dealonomy platform.
Connections
Phase + Module:
- Module 2 — Expand Knowledge — Understanding what your business is actually worth in the real market, not what Google says
- Module 3 — Owner’s Playbook — Building the owner discipline that separates a sellable asset from a job
Milestones:
- Milestone 5 — Market Value — The Main Street comp framework Clint walks through: motivated seller, clean books, realistic price
- Milestone 6 — Transaction Value — What a buyer can actually pay after debt service, working capital, and operator comp
- Milestone 4 — Owner’s Value (DCF) — The owner’s view of what the cash flow stream is worth before a buyer ever shows up
Concepts referenced:
- Normalized Net Operating Income (NNOI) — The Main Street version (SDE) and where it differs from middle-market EBITDA
- Normalized EBITDA — What it becomes once you cross the $2M earnings threshold
- Value Gap — The distance between what the seller thinks it’s worth and what the market will actually pay
- The Multiple & WACC — Why Main Street multiples look nothing like the headlines from PE-backed roll-ups
- The Owner-Operator Trap™ — The trap that makes most Main Street businesses unsellable at any meaningful multiple
- Capital Allocator — The “whale shark” framing: building wealth through acquisitions without ever raising institutional capital
Related episodes:
- Ep. 443 — Elliot Holland - The Real Math Behind Buying a Business — The buyer’s side of the same equation Clint runs from the broker’s chair