Nick Munsee·March 10, 2025

The Appeal and Risk of Buying a Consulting Firm | Nick Munsee Interview

Nick Munsee is a Utah-based serial acquirer who previously built a 600-700-unit property management company in Northern California through eight acquisitions before turning his attention to buying a new business under the Salt Brothers Holdings platform he co-founded with partner Dave Gilbert. After a multi-year search including a near-miss on a $46m-revenue construction business, Nick acquired Hailes Engineering, a niche traffic engineering and transportation consulting firm in Salt Lake City, at a sub-3x EBITDA multiple using an SBA loan (~65%), two seller notes (~20%), and equity (~15%), with co-investors the Greens holding 35% of the entity. The business stood out for its extraordinary 47% EBITDA margins and dominant regional reputation despite zero sales or marketing effort, but carried severe key-man risk in the founding owner. Nick structured the deal around an internal successor (Josh) who had been groomed by the seller, granting him a profits interest to align incentives without triggering a taxable equity event. Post-close, Nick learned hard lessons about managing client relationship handoffs — the seller's abrupt email auto-reply alarmed customers at the end of his consulting period — and abandoned an initial roll-up thesis after realizing the niche is too narrow to find many acquisition targets. Growth strategy has pivoted to organic team hiring and geographic expansion, starting with a Denver office, with the core constraint being talent recruitment rather than demand.

Deal facts

multiple: sub-3x SDE/EBITDA
sde ebitda: implied ~$1m–$1.5m (47% EBITDA margin on low-to-mid seven figures revenue)
revenue: low-to-mid seven figures
financing structure: ~65% SBA loan + ~20% seller financing (two seller notes, including a $300k two-year note at 11% added late in process) + ~15% equity
notes: Salt Brothers Holdings (Nick Munsee and partner Dave Gilbert) own 65%; co-investors the Greens own 35% and provided most of the equity capital with no personal guarantees. Nick and Dave personally guaranteed the SBA loan. Business: Hailes Engineering, a traffic engineering and transportation consulting firm in Salt Lake City, Utah.

Why this business

Nick was attracted to the business because of its extraordinary 47% EBITDA margin, its strong reputation as the best traffic consulting firm in Utah, and the fact that it was doing virtually no sales or marketing yet had more work than it could handle. He saw traffic problems as a durable, growing need. The business also fit his interest in B2B services and real estate/construction-adjacent work, and was located in his home region of northern Utah.

What's working

Exceptional 47% EBITDA margins at acquisition, driven by a lean team and no sales/marketing spend
Strong reputation as the premier traffic consulting firm along the Wasatch Front, with majority market share for their niche in the region
Demand far exceeds capacity — the business has more work than it can handle without any active sales or marketing effort
Key operator Josh (groomed by the seller for 8 years) successfully stepped into the GM/lead engineer role post-closing
Profits interest structure used to incentivize and retain Josh without a taxable equity grant
Geographic expansion into Denver underway, leveraging a new hire with deep existing relationships in that market
Seller remained available on a consulting basis and helped smooth a difficult client relationship post-transition
Sub-3x purchase multiple provides significant cushion to absorb margin compression and integration costs

What's hard

Severe key-man risk at acquisition: the seller was the brain of the operation, handling project engineering, client relationships, HR, and office management simultaneously
Client relationship handoff was mishandled — seller was allowed to manage his own exit and sent an abrupt auto-reply email to clients at the end of his six-month consulting period, alarming some customers
Recruiting qualified civil engineers with specific interest in traffic consulting (not design) is the primary growth constraint — the talent pool is very thin and competitive
Roll-up strategy abandoned post-close: the niche is so specialized that very few other firms do exactly this work, limiting acquisition targets
Market is largely tapped out in Utah — meaningful revenue growth requires opening offices in new geographies
Margins expected to compress from 47% to 25–30% as the business invests in administrative staff, systems, and some marketing
Legal process and SBA financing were both described as painful; a last-minute $300k shortfall from the SBA lender required negotiating a second seller note on a tight timeline
Nick does not have an engineering background and had to learn the business from scratch

Notable quotes

The sooner that you can specify what type of businesses you're looking for and you know what kind of size it gets so much easier after that because you would think that oh I'm open to anything and that would be easier to look at every opportunity but every business is so different.

I recognized very early on that this was going to be a contingency on us closing this transaction because I'm not a traffic engineer I don't have one close to me and so we're not doing this if there's not someone in there that can step into your role.

Looking back I would have taken more control over that process and said okay day one who are these customers okay call them today tell them you'll be here for six months and that you have all the trust in the team that is taking over and you'll hand that off slowly over time. We didn't do that and I think that was a mistake.

I've never seen a business that did so little sales in marketing like they don't do any like none they and they have more work than they can handle.