How to Roll-Up Acquisitions Affordably

Turning acquisitions into a flywheel for firm growth

The “Box Break” Playbook: How Marcus Dillon Turns Acquisitions into a Growth Machine

If you’ve ever watched a card-collector rip open a sealed pack hunting for a rare card, you already understand Marcus Dillon’s M&A strategy.

You buy the whole box, sort the hits from the bulk, keep what fits your collection, and sell the rest to fund the next break.

That’s how Dillon Business Advisors (DBA) keeps compounding without private equity, without excessive bank debt, and without getting buried under bad-fit work.

Below is the exact playbook Marcus walked through on The Big 4 Transparency Podcast translated into a step-by-step you can steal.

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What’s this look like in practical terms?

In short, the strategy is to relatively quickly establish which clients will stay and will not ultimately be a fit for the firm but are still someone else’s ideal client. In the context of Dillon’s practice, based on the what he shared with us, here’s what that all looks like:

What stays: clients who fit DBA’s productized, advisory-forward model.
What goes: annual-only, price-sensitive, or misaligned personas that won’t adopt the model.

The win isn’t just margin, it’s focus. Revenue concentrates in clients who buy the full stack (bookkeeping/payroll/advisory + tax), freeing capacity and headspace for the team.

Step 1: Due diligence that actually matters

Marcus doesn’t obsess over practice management parity; he zeroes in on the core stack:

  • Tax & accounting engine: Prefer overlap or something DBA already knows

  • Client comms/portal: Nice to align, but they’ll migrate later.

  • Process reality check: Legacy firms are usually less modern than they believe or communicate, so assume manual processes are something you’ll have to upgrade post-close.

Timing matters: They’ve discussed closing deals around early Q1 to capture Q1/Q2 cash flow. Closing after April? Be ready for a multi-month revenue trough.

Step 2: Don’t yank the steering wheel (yet)

In a deadline window, change nothing client-facing.
DBA absorbed internal workflow shifts and deferred portal/process changes until after tax season in acquisitions. The message to clients: “New logo, same service, for now.”

Step 3: Run the 80/20 filter on the book

Every box has hits. Marcus analyzes the incoming list with a Pareto lens:

  • Top ~20% of clients~80% of revenue (your “hits”).

  • Bottom ~80% of clients~20% of revenue and disproportionate noise.

Tag each client before close or as early as possible:

  • Year 1 exits: Clear misfits (1040-only, annual-only, no interest in advisory/productized bundle).

  • Year 2 nurture/exits: Good businesses but mindset/budget misaligned today. Continue to educate; reassess in 6–12 months.

  • Keep & expand: Ready to adopt the full bundle being offered.

Step 4: Educate, offer, and let clients self-select

DBA pitches the standardized service ladder: why it exists, how it solves pain, and what outcomes look like.

  • If they buy in: onboard to the bundle.

  • If they pass: they’ve told you what they value. That’s your signal to exit gracefully, or possibly hold on for another year and try to communicate the added value of what you offer in another way that may be more effective for them.

This is service-first, not slash-and-burn. As Marcus puts it, it’s stewardship: ensuring every client ends up with the right home, even if it’s not yours.

Step 5: Sell the “sawdust” (and finance the next deal)

The non-fit clients aren’t just to be discarded, in fact some of them are probably perfect for another firm with a different niche, service model, or scope of offerings. And so these firms may be willing buyers for a parcelled out subset of clients who are perfect just for them.

Where the buyers are:

  • Your peer network, you may find managers/partners leaving to launch boutique practices, and they’d rather start with revenue than starve.

  • Local/regional firms optimized for high-volume annual work.

  • Brokers (DBA saw multiple bidders for a ~$150k block). I’ve never worked with any personally, but have had great conversations with Brannon from Poe Group Advisors if you’re looking for a place to start.

Deal shape: Anything from large downpayment + retention holdbacks to full seller financing can be on the table. Often for smaller deals, buyers will have a strong penchant for a payment plan or retention scheme that can slightly de-risk the deal for them. Either way, you’re turning the offloaded block into cash that backfills your purchase and can often fund hiring, tech upgrades, or even the next acquisition.

This is the beauty of the box break acquisition model: the “sawdust” help pay for the next acquisition, getting the flywheel moving faster.

Why this is a massive opportunity specifically right now

A wave of retirements is hitting small firms. That means:

  • More boxes to break: Legacy books packed with mixed-fit work.

  • Friendly structures: Retiring owners are often open to seller financing and retention-based earn-outs.

  • PE playbook, no PE check: You don’t need a fund to run a roll-up. You need a repeatable filter, a buyer list for offloads, and operational chops.

If you can sort, standardize, and sell quickly, your growth velocity jumps: organic + pricing + M&A + offload proceeds = compounding.

The Dillon checklist (use this on your next target)

Before close

  1. Cashflow timing: Can you close pre-busy season to capture Q1/Q2 cashflows?

  2. Core stack overlap: Tax/accounting engine compatible?

  3. Team intel: What’s “in people’s heads” and undocumented? Plan to extract it and turn it into clear, repeatable processes.

  4. Pre-tag the list: Year 1 exits vs Year 2 nurture vs Keep & expand.

  5. Line up buyers: Have at least one taker for each offload “block.” Consider working with brokers if lacking interest from your own network.

After close
6) Stability first: Freeze client-facing changes through deadlines.
7) Education sprint: Pitch your productized bundle; let clients self-select.
8) Package & sell sawdust: Exit misfits in one or two waves; recycle proceeds.
9) Upgrade ops: Use deal cashflows to fund ops / tech upgrades making the core business more optimized to improve possibel future deal economics.
10) Repeat intentionally: Each cycle should shorten the time from close → offload → next close.

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