Episode #79
You Did Everything Right to Sell. Now Comes the Part Nobody Warns You About.
You lowered the owner dependency. You fixed the customer concentration. You grew. So the offer comes in where you expected — right? John Martinka has spent 25+ years on the other side of that moment. He's Co-Founder of Nokomis Advisory Services in Kirkland, Washington, a sell-side M&A firm working the lower end of the lower middle market — deals he puts at "five to fifteen, twenty million is our sweet spot" on earnings of "about say one or so until about three." He's written five books, he's known as The Escape Artist, and he's back on the Value Factory to pick up where he and Nick Anderson left off. On the sale itself, John is blunt about what sellers still get wrong: "And for the seller to think, well, I'm gonna sell my business for 15, 20, 25, or whatever million and just get a check at closing — no note, no earnout, no rollover, nothing besides cash — they're mistaken." … "Or they're gonna sell it for less." — John Martinka On tying an earnout to EBITDA: "It shouldn't be the measure. Because it's easy to manipulate." — John Martinka On who is actually responsible when a seller gets blindsided by deal structure: "If the attorney and the intermediary do a good job of educating, if they're surprised it's because they have their ears closed." — John Martinka And on the 90-day transition period nobody finishes: "I was so glad he wasn't coming in on day ninety-one." — John Martinka, on a buyer who wanted the seller to stay a full year Nick brings the other half: what it actually looks like to retrofit a 26-year-old consulting firm into an AI-native one, and whether buyers are paying for it. "Zero to eighty is transformational. Eighty to a hundred is marginal." — Nick Anderson "I've given my agent a name and her name is Sarah. And Sarah is my SEO agent." … "I have five digital employees for less than a thousand bucks a month." — Nick Anderson "We will save a hundred thousand dollars in operating expense by way of not having to pay for a human to do something that quite frankly humans loathe, which is creating a slide deck." — Nick Anderson "If the business doesn't have, like, underlying fundamentals around their go-to-market, their sales strategy — you bolt AI onto it, it'll never work." — Nick Anderson And John's counterweight: "You also have to watch out what it tells you. And make sure it's feasible." — John Martinka Guest: John Martinka, Co-Founder, Nokomis Advisory Services — https://www.linkedin.com/in/johnmartinka · https://nokomisadvisory.com Host: Nick Anderson, CEO, OneAccord — https://oneaccord.co CHAPTERS 0:00 "They're mistaken" — the line that opens the show 0:14 Value Factory intro 0:42 John Martinka is back — and this time we go past the prep work 1:33 What Nokomis Advisory actually does at the low end of the lower middle market 2:27 The sweet spot: $5–15M deals, $1–3M of earnings, five books 3:51 The law of diminishing returns on getting "sale ready" 4:10 "Zero to eighty is transformational. Eighty to a hundred is marginal." 5:41 90 days of transition support — and why owners leave sooner 6:23 "I was so glad he wasn't coming in on day ninety-one" 6:52 Eight-figure deals: earnouts, rollover equity, the second bite of the apple 8:00 Why an earnout measured on EBITDA is "easy to manipulate" 9:10 If the deal structure surprises you, whose fault is that? 10:05 "No note, no earnout, no rollover… they're mistaken" 10:15 The private equity logjam, the COVID bump, and a B2C deal that stalled 12:05 Feeding frenzy: pent-up capital, cheap SBA debt, and variable rates 14:36 Does deploying AI actually create enterprise value — or just look like it? 15:08 Retrofitting a 26-year-old firm to become AI native 17:35 Meet Sarah, Nick's SEO agent 19:09 And Donna, the chief-of-staff agent who runs the growth report 19:26 Clay web intent: knowing which owner visited your site yesterday 24:23 The November 9–10 hands-on AI workshop 25:30 ICP first — "AI exacerbates what their personality is" 31:25 AI in a restaurant: real-time margin calls on tonight's specials 33:41 AI in construction: estimates, subs, and the insurance audit 35:51 The SaaS that wins is the SaaS built for agents 37:58 Where the ROI actually showed up: expense, not revenue 42:51 Where to find John Martinka
