Nick Muncie Bought a Traffic Consulting Firm at Sub-3x With 47% Margins
De-risking a knowledge-heavy niche business by incentivizing an internal operator with a profits interest grant
The Setup Nick Muncie spent 15 years building a property management company in Northern California to 600-700 units, completing seven acquisitions along the way. He ran it remotely after moving back to Utah in 2018 to be near family. The business ran itself with a strong management team. Nick had time, capital, and operational experience. What he lacked was a next act. His search lasted two to three years. He looked at everything from food manufacturing to construction services. One near-miss almost broke him: a $46 million revenue construction business with 30% EBITDA margins, offered at 2.85x through a proprietary off-market channel. Nick and his partners got under LOI with 90-day exclusivity and seller financing for 35% of the purchase price. They spent the entire window chasing equity capital, secured two 30-day extensions, and were days from closing when the seller's family board outvoted the CEO and sold to a local buyer instead. Nick spent the next day on the couch watching three movies. He does not do that. The lesson he took from it: build capital relationships before you have a deal, not after. And be honest about whether you want the deal or the business. That construction company would have required relocating his family and running day-to-day operations. He wanted the spreadsheet, not the life. The Deal In September 2023, Nick attended the Wiredwoods independent sponsor conference in Dallas. Over lunch, he told a tablemate he was looking for construction and real estate services businesses in the Mountain West. The guy had seen a listing that morning: a traffic engineering consulting firm in Salt Lake City. Nick inquired within days. Hales Engineering occupies a narrow niche inside civil engineering. They do not design roads. They analyze traffic data and make recommendations for municipalities, departments of transportation, and private developers. When a new McDonald's or residential development goes in, Hales studies surrounding traffic patterns and tells the civil engineers what to build. Most large civil engineering firms treat this work as small potatoes (projects run $5,000 to $15,000 over two weeks). Hales treats it as the entire business. The firm had roughly 10 employees, did low-to-mid seven figures in revenue, and posted 47% EBITDA margins. It operated in 12 to 13 states, held majority market share in Northern Utah, and did zero sales or marketing. Work came in faster than the team could handle. Nick and his partner Dave Gilbert, operating through their holding company Salt Brothers Holdings, offered a sub-3x multiple. The capital stack: approximately 65% SBA loan, 20% seller financing across two notes, and 15% equity. The first seller note covered 14% of the purchase price at 6-7% interest on a 10-year amortization with a five-year term. The second note arose from necessity. Partway through diligence, the SBA lender reduced its commitment by $300,000. Rather than delay closing (a sore subject after the white whale), Nick asked the seller to carry the shortfall on a two-year fully amortizing note at 11%. The seller agreed. Ownership split: Salt...
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