Before You Buy or Sell a Business

Jaksot

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  New SBA SOP Changes: What Business Buyers Need to Know Before October 1 with Top SBA 7(a) Lender Jared Johnson 08.09.2026 1t 8min

  Jared Johnson breaks down the latest SBA Standard Operating Procedure changes during a live presentation at Acquire Fort Worth. Drawing on nearly two decades of SBA lending experience, Jared explains how acquisition financing has evolved, why the SBA continues to revise its guidelines, and what the newest rules could mean for buyers, sellers, investors, and lenders.Jared begins with the history of SBA business acquisition lending, including the increase in the maximum SBA 7(a) loan amount from $2 million to $5 million, the shift from 25 percent down payments to 10 percent, and the rapid growth in acquisition financing since 2018. He also examines how looser lending policies, rising interest rates, COVID-era stimulus, and delayed loan defaults influenced the current pullback.He then explains the updated equity injection requirements. Buyers must now provide at least 5 percent of the total project cost from an approved source such as cash, qualifying borrowed funds, or a gift or grant. The remaining portion of the required injection may come from limited sources, including seller debt placed on full standby for the life of the SBA loan.Jared also discusses the new restrictions affecting non-controlling minority equity investors. While investor funds may still contribute toward part of the required equity injection, investors generally must own less than 20 percent, exercise no control, and wait until the SBA loan is repaid before receiving distributions related to that investment. Jared explains why these restrictions could reduce outside investment in SBA-financed acquisitions and change how searchers structure their deals.The presentation also covers the new Quality of Earnings requirement for acquisitions with a purchase price of $3 million or more. Jared explains what a useful Quality of Earnings report should evaluate, why lender ordering requirements may create timing challenges, and how a thorough report can uncover unsupported add-backs, cash-flow issues, customer concentration, and working-capital needs before closing.Jared reviews the increase in minimum debt service coverage for initial acquisitions and partner buyouts, as well as the new treatment of transactions that include both a business and commercial real estate. Buyers can use separate loans or a single loan with a blended term, but they can no longer automatically receive a 25-year term simply because real estate represents most of the transaction.He also explains the revised rules for business expansions, including the two-full-fiscal-year operating requirement, the move from six-digit to four-digit NAICS-code matching, and the ability to add new owners when completing a subsequent acquisition.Jared closes by explaining how buyers should approach transactions currently under consideration, why proposed structures should be reviewed before submitting an LOI, and which parts of the new SOP may still require clarification from the SBA.Main Takeaways:The latest SBA SOP takes effect October 1, 2026, for loans receiving an SBA loan number on or after that dateThe new SOP includes a dedicated section addressing business acquisition financingBuyers must provide at least 5 percent of the total project cost from an approved unlimited equity injection sourceApproved sources may include cash, qualifying borrowed funds that can be repaid from outside income, and certain gifts or grantsSeller debt on full standby for the life of the SBA loan may cover up to half of the required equity injectionNon-controlling minority equity investors generally must own less than 20 percent and cannot exercise control over the businessInvestors whose funds count toward the required equity injection may be unable to receive distributions until the SBA loan is repaidInvestor capital contributed beyond the required injection may have greater flexibility, although lender covenants may still restrict distributionsAcquisitions with a purchase price of $3 million or more now require a Quality of Earnings reportThe lender must order the required Quality of Earnings report, creating questions about timing, responsibility, and whether previously ordered reports can be usedQuality of Earnings reports should verify cash flow, add-backs, customer concentration, proof of cash, and other financial informationDue diligence costs, including reasonable Quality of Earnings expenses, may be included in loan proceedsMinimum debt service coverage increased from 1.15 to 1.25 for initial acquisitions and partner buyoutsTransactions involving both a business and commercial real estate must use separate loans or a combined loan with a blended termBuyers can no longer automatically receive a 25-year term when purchasing both a business and its real estateThe appraised value of the real estate, rather than the allocation in the purchase agreement, determines the blended loan termExpansion acquisitions generally require the existing business to have operated for two full fiscal yearsExpansion eligibility now relies on the first four digits of the NAICS code instead of all six digitsNew owners may be added during an expansion as long as the ownership requirements for the existing business are satisfiedLenders may waive the equity injection for qualifying expansion transactions, but the waiver is not automaticSeller notes generally cannot be refinanced until the borrower has completed 36 months of paymentsBuyers considering a transaction now should assume the new rules will apply unless the SBA loan number is obtained before October 1Buyers should review financing structures with an experienced lender before submitting an LOISome provisions, particularly the Quality of Earnings and investor requirements, may receive additional SBA clarificationLinkedIn: https://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.The SBA rules discussed in this episode were newly released at the time of recording and may have since been clarified or revised. Buyers and sellers should consult an experienced SBA lender and their professional advisors regarding their specific transaction.Keywords:SBA SOP changes, SBA SOP 2026, SBA business acquisition loan, SBA 7(a), buying a business, business acquisition financing, October 1 SBA changes, SBA equity injection, SBA down payment, seller standby note, seller financing, equity investors, search fund, entrepreneurship through acquisition, ETA, Quality of Earnings, QoE requirement, business acquisition due diligence, debt service coverage ratio, DSCR, commercial real estate financing, blended loan term, SBA expansion loan, partial change of ownership, business acquisition lender, Acquire Fort Worth, Jared Johnson, small business acquisition, acquisition financing, non-controlling minority equity investment, SBA seller note, SBA loan requirements
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  What 5,000 Business Sales Taught Dennis Hayes About Buying and Selling Companies 25.08.2026 45min

  Jared Johnson sits down with Dennis Hayes, co-owner of WCI Business Sales, the oldest business brokerage firm in Arizona. Dennis shares what he has learned from a firm with 60 years in business and more than 5,000 closed transactions, what he is seeing in today’s competitive market, and how his perspective changed when he went from representing sellers to buying an 80-year-old business with his son.Dennis explains why good businesses are creating what he calls a “feeding frenzy” among buyers, why owners are holding onto their companies longer, and why strong listings can attract serious interest almost immediately. He also breaks down one of the biggest problems he sees when sellers come to market: sloppy books and records.Jared and Dennis dig into Quality of Earnings reports, seller add-backs, financial due diligence, and why buyers should never assume the numbers they are given tell the whole story. Dennis explains why he believes buyers are ultimately purchasing a known and reliable revenue stream and why understanding where that revenue comes from and whether it will continue after closing should be central to due diligence.Dennis also walks through the acquisition he recently completed with his son. After selling the same Phoenix cooling business eight years earlier, Dennis found himself on the other side of the transaction when the owner was ready to exit. He shares how they evaluated the opportunity, why a Quality of Earnings report became essential to getting the deal done, and what they learned after taking over the 80-year-old company.Jared and Dennis also discuss buying commercial real estate alongside a business, how real estate values can outgrow the cash flow of the operating company, why buyers and sellers need to disclose problems early, and the surprises that can surface late in a transaction. They close with Dennis’s perspective on mentorship, training the next generation of business brokers, and why closing day still motivates him after decades in the industry.Main Takeaways:Quality businesses are attracting significant buyer interest, while good listings are becoming harder to findBusiness owners often sell for personal reasons rather than business reasons, making listing volume difficult to predictSloppy books and records remain one of the biggest deal killers in small business transactionsRunning personal expenses through a business can lower taxable income but ultimately reduce the value a seller can substantiate when it is time to sellQuality of Earnings reports can provide clarity when tax returns and internal financial statements do not accurately reflect the economics of a businessBuyers should independently verify financial information and should not rely on a broker to perform their due diligenceA buyer is ultimately purchasing a known and reliable revenue stream, making the sustainability of that revenue criticalHidden liens, financial issues, and other surprises are likely to surface before closing, so sellers should disclose problems earlyCommercial real estate can be a valuable part of an acquisition, but the business still needs enough cash flow to support both the company and the propertyThe value of commercial real estate can sometimes grow faster than the cash flow of the business occupying it, creating challenges for future buyersDennis’s own acquisition showed how strong financial diligence can turn a complicated opportunity into an attractive dealMentorship and continued learning remain important even after decades of experience and thousands of transactionsBusiness ownership is not for everyone, but for entrepreneurs who enjoy solving problems and building value, the work itself can be rewardingEpisode Highlights:[00:00] Why good business listings are creating a feeding frenzy among buyers[00:05] Dennis’s background and the 60-year history of WCI Business Sales[00:13] What Dennis is seeing in the Phoenix business brokerage market[00:29] Why listing volume has become increasingly difficult and owners are holding onto businesses longer[00:51] The number one problem Dennis wishes every seller would address before going to market[00:53] Sloppy books, personal expenses, and the impact they can have on business value[01:03] When a Quality of Earnings report can help establish what a business actually earns[01:23] What buyers should know about financial due diligence[01:35] Why Dennis believes buyers are purchasing a known and reliable revenue stream[01:43] How Dennis went from selling an 80-year-old cooling business to buying it with his son[02:17] Why a Quality of Earnings report was essential to completing Dennis’s acquisition[02:37] The surprises that can surface late in a transaction and why sellers should disclose problems early[02:53] What buyers should consider when commercial real estate is included in an acquisition[03:23] How real estate values can outgrow the cash flow of the operating business[03:43] Why including real estate can change the financing dynamics of an acquisition[03:55] The mentor who taught Dennis the business brokerage industry[04:15] What still motivates Dennis after decades of buying, selling, and advising businessesConnect with Dennis Hayes:Website: https://wcibroker.com/Connect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comLinkedIn: https://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:business brokerage, buying a business, selling a business, Dennis Hayes, WCI Business Sales, Arizona business broker, Phoenix business acquisition, quality of earnings, QoE, business valuation, seller discretionary earnings, add-backs, business acquisition due diligence, SBA lending, commercial real estate, business acquisition financing, seller accounting, business buyer, business seller, entrepreneurship through acquisition, ETA, small business acquisition
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  Inside Business Brokerage: How Buyers Stand Out, Sellers Choose, and Deals Get Done | Live From Acquire Fort Worth with Layne Kasper 12.08.2026 1t 2min

  Jared Johnson sits down with Layne Kasper of Kasper & Associates for a live episode recorded at Acquire Fort Worth. With nearly three decades in business brokerage, Layne shares an inside look at how brokers prepare businesses for sale, identify qualified buyers, protect sellers throughout the process, and navigate an increasingly competitive acquisition market.Layne explains how sellers typically enter the market, why many business owners have little understanding of what their company is actually worth, and how his firm approaches preliminary valuations before taking a business to market. He walks through the process of gathering financial information, preparing detailed acquisition materials, maintaining confidentiality, and using targeted outreach rather than broadly advertising listings.Jared and Layne also discuss what buyers can do to stand out when attractive businesses may receive interest from dozens or even hundreds of potential acquirers. They explain why financial qualification, relevant experience, preparation, and the ability to build trust with a seller can significantly influence who ultimately gets the deal. For buyers, the process is not simply about evaluating the seller. Sellers and their brokers are evaluating buyers at the same time.The conversation also explores current valuation multiples, seller financing, SBA prequalification, private equity versus individual buyers, off-market deal sourcing, and why having the right acquisition team can prevent buyers from wasting time on deals that were never going to close.Layne and Jared also discuss why the long-predicted "silver tsunami" of retiring baby boomer business owners has been slower to materialize than expected. For many owners, selling a company means giving up something deeply connected to their identity, relationships, income, and status. Understanding that emotional component can give thoughtful buyers a major advantage when approaching sellers and negotiating a transaction.Main Takeaways:- Business brokers represent the seller and are responsible for protecting their time, confidentiality, and interests throughout the transaction- Many business owners begin the sale process without knowing what their company is worth or how the acquisition process works- Sellers who begin preparing several years before an exit have more opportunities to position their businesses for a successful sale- A detailed acquisition report or SIM can help buyers evaluate an opportunity efficiently and reduce unnecessary delays- Strong businesses can attract significant buyer interest quickly, making speed and preparation important for serious searchers- Buyers can stand out by demonstrating liquidity, financing readiness, relevant experience, and a clear ability to close- SBA prequalification can help buyers understand the size of acquisition they can realistically pursue before submitting offers- Brokers increasingly want evidence that buyers have the financial resources or investor backing required to complete a transaction- Buyers should remember that the acquisition process is a two-way interview and sellers are evaluating them as potential successors- Building trust with a seller can influence negotiations, deal structure, seller financing, and ultimately who wins the transaction- Buyers who submit generic questions without reviewing available materials can quickly signal to brokers that they may not be serious- Seller financing can help bridge valuation gaps while demonstrating the seller's confidence in the future of the business- Businesses with approximately $500,000 to $1 million in EBITDA may trade around three to four-and-a-half times EBITDA, while businesses above $1 million may begin reaching approximately four-and-a-half to six times depending on the opportunity- Off-market opportunities can often be found through attorneys, bankers, financial advisors, industry groups, and other trusted networks- Searchers may not need to hire a buy-side intermediary if they are already capable of conducting targeted outreach themselves- A strong acquisition team that includes experienced lenders, attorneys, CPAs, and due diligence professionals can help buyers identify both viable opportunities and deals they should walk away from- The anticipated wave of baby boomer business sales has developed more slowly because many owners continue operating well beyond traditional retirement age- A seller's business is often deeply connected to their identity, making respect for what they have built an important part of the buyer-seller relationship- Businesses with established middle management can be particularly attractive because buyers can focus on growing the company rather than immediately replacing the owner's operational responsibilities- Buyers using outside investors and maintaining additional liquidity after closing may be better positioned to handle unexpected challenges and pursue future growthEpisode Highlights:[00:00:40] Why buyers need to remember that acquisitions are a two-way interview[00:01:36] Layne Kasper's background, Air Force career, and transition into business brokerage[00:04:20] Kasper & Associates' focus on lower-middle-market businesses in Dallas-Fort Worth[00:06:20] How business owners typically begin thinking about selling their companies[00:08:00] Why attorneys, bankers, and financial advisors can be valuable sources of proprietary deal flow[00:09:40] Preliminary valuations and determining whether a seller is truly ready to go to market[00:11:45] Why seller commitment matters before a broker invests significant time into preparing a listing[00:13:00] Gathering financial information and building a detailed acquisition report or SIM[00:15:30] Preparing a business for market and setting seller expectations around valuation[00:18:30] Targeted buyer outreach and the "rifle" approach to marketing a business[00:20:15] Protecting seller confidentiality and identifying financially qualified buyers[00:22:30] Why attractive businesses can generate dozens or even hundreds of interested buyers[00:24:30] How searchers can stand out in a highly competitive acquisition market[00:26:00] Behaviors that signal to brokers that a buyer may not be serious[00:29:30] Why buyers and brokers sometimes become frustrated with each other[00:32:00] The buyer-seller relationship and why buyers must sell themselves to the seller[00:34:30] What brokers mean when they describe someone as a financially qualified buyer[00:37:00] Jared's approach to buyer prequalification, liquidity, investors, and acquisition financing[00:40:00] Why some brokers require buyers to speak with a lender before moving forward[00:42:00] Sellers choosing individual buyers over private equity and strategic acquirers[00:45:30] Why traditional private equity structures may not fit owners who want a complete exit[00:47:30] Off-market deal sourcing and whether searchers should hire buy-side brokers[00:51:00] Networking strategies for finding proprietary acquisition opportunities[00:54:00] Creative approaches to inventory and accounts receivable in deal structures[00:56:30] Current valuation multiples for businesses at different EBITDA levels[00:59:00] Seller financing and how it can help bridge valuation and financing gaps[01:02:00] Current deal flow and why fewer businesses may be coming to market[01:05:00] Why buyers need experienced lenders, attorneys, CPAs, and advisors on their acquisition team[01:08:00] Why the predicted baby boomer "silver tsunami" has taken longer than expected[01:10:00] The emotional connection between business owners and the companies they have spent decades building[01:13:00] How respecting a seller's legacy can help buyers negotiate better transactions[01:16:00] Interest rates, financing conditions, and their effect on deal flow and valuations[01:19:00] AI exposure in SaaS, digital marketing, consulting, and other acquisition categories[01:23:00] Why buyers are increasingly raising additional equity and maintaining liquidity after closing[01:26:00] The value of acquiring businesses with established middle managementConnect with Acquire Fort Worth:Learn more about upcoming Acquire Fort Worth events and connect with the local entrepreneurship through acquisition community: https://www.linkedin.com/company/acquire-fort-worthConnect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comLinkedIn: https://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:business acquisition, business brokerage, business broker, buying a business, selling a business, SBA loan, SBA financing, buyer prequalification, seller financing, business valuation, EBITDA multiples, lower middle market, entrepreneurship through acquisition, search fund, business searcher, due diligence, deal sourcing, off market businesses, seller psychology, acquisition financing,
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  Inside M&A from a Soldier's Perspective: How Guy Bartlett Built a 170 Million Dollar Track Record Buying and Selling SME Businesses 28.07.2026 48min

  Jared Johnson sits down with Guy Bartlett, founder of The Business Buyers Club and Fidelis Advisory, a fractional M&A service based in the UK. Guy shares how 42 years in the British Army Reserve shaped his approach to acquisitions, how he stumbled into his first share sale in the late 1990s, and how that experience led him to complete over 150 transactions and personally acquire 13 companies since 2006.Guy explains why M&A is fundamentally a people business, how due diligence can never fully capture a company's culture, and why the "transition trenches" after a deal closes are often harder than the deal itself. He breaks down the psychology of sellers who come to market unprepared, why so few UK business listings actually sell, and how unregulated brokers contribute to unrealistic price expectations on both sides of the table.Jared and Guy walk through what overseas buyers need to know before acquiring a business in the UK, from leadership presence and management incentives to deal structures like security bonds for deferred consideration. They also discuss the coming wave of baby boomer business exits, the risks of waiting too long to sell, and the hard lessons Guy learned from deals that went wrong, including a lost government contract, an underfunded roofing acquisition, and a cultural transition that cost him a business.Main Takeaways:M&A success depends more on people and culture than on spreadsheets or numbersDue diligence can verify contracts and financials but rarely captures a target company's cultureOnly about one in five UK businesses listed for sale actually sellUnregulated brokers in the UK often promise inflated prices to win the mandate feeSellers need a clear, realistic understanding of how much money they actually need before pricing a saleWaiting too long to sell can be catastrophic, including forced closures and lost value for owners and employeesOverseas buyers acquiring UK businesses should be prepared to lead in person, not manage remotelyTax-efficient tools like Enterprise Incentive Schemes and growth shares help retain key management post-acquisitionVendor and seller financing structures reduce reliance on traditional debt and lender riskDeal fever, the emotional rush of finally finding a deal, causes buyers to overlook red flagsMaintaining a strong pipeline of options is the best defense against overpaying or over-committingWhen problems arise late in a deal, asking "how do we mitigate this" is more productive than walking awayThe UK is likely entering its final five years of a major wave of baby boomer business exitsSelf-funded and creative deal structures are becoming more common as debt becomes more expensive and riskyCuriosity, mentorship, and surrounding yourself with people ahead of you accelerates growth as an operatorEpisode Highlights: [00:00:40] Guy's path from the British Army Reserve into printing, marketing services, and his first share sale [00:02:40] Teaching himself leveraged buyouts and completing his first acquisitions in 2006 [00:04:10] Writing "Business Magic" and founding The Business Buyers Club in 2014 [00:05:30] Launching Fidelis Advisory as a fractional M&A service for busy operators [00:06:50] 42 years of military service and the direct parallels to running acquisitions [00:09:40] Why M&A is fundamentally about people, not numbers [00:11:20] The "transition trenches" and why culture is impossible to fully diligence [00:13:40] Why only about one in five UK business listings actually sell [00:15:00] Unregulated brokers, inflated price promises, and take-home fee incentives [00:16:50] Helping sellers understand the real number they need versus what they want [00:19:30] The dangers of waiting too long to sell, including two cautionary stories [00:23:00] Advice for overseas buyers acquiring UK businesses, from leadership to tax tools [00:27:30] The current state of the UK economy and its impact on SME M&A [00:29:40] Lessons from failed deals, including a lost government contract and an underfunded roofing acquisition [00:33:10] A cultural transition gone wrong after acquiring an electrical contractor [00:36:00] Deal fever, red flags, and the power of walking away [00:38:20] Using a triangle framework to mitigate problems between buyer, seller, and company [00:40:00] The coming wave of baby boomer business exits and where the UK market is headed [00:43:30] Mentorship, curiosity, and Guy's advice on building a strong network [00:45:10] What motivates Guy and where to find himConnect with Guy Bartlett:Website: https://fidelis-advisory.ukConnect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comLinkedIn: https://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:mergers and acquisitions, SME acquisition, business buyers club, fidelis advisory, UK business sale, leveraged buyout, business broker, due diligence, seller psychology, baby boomer business exit, deal structure, deferred consideration, vendor financing, SBA lending, business acquisition mistakes, culture in M&A, overseas business acquisition, UK economy, exit planning, business valuation
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  Treat Your ETA Search Like a Startup | Richard Chance at Acquire Fort Worth 14.07.2026 42min

  In this special episode of Before You Buy or Sell a Business, we're sharing a presentation from Acquire Fort Worth, Jared Johnson's monthly event for entrepreneurs through acquisition (ETA), buyers, operators, and investors.Richard Chance, Professor at Tarrant County College and founder of the ETA Accelerator Program, shares the lessons he's learned from working with hundreds of aspiring business buyers. Rather than focusing on deal structure or financing, Richard explores the mindset, habits, and behaviors that consistently separate successful searchers from those who struggle to acquire a business.Throughout the presentation, he discusses why buyers should treat their search like a startup, the importance of building systems instead of relying on motivation, how repetition develops better acquisition judgment, and why relationships, consistency, and execution often matter more than finding the "perfect" deal.Whether you're just beginning your search or actively evaluating acquisitions, this presentation offers practical insights into building a more disciplined and successful acquisition process.Main Takeaways:Treat your business search like a startup by building systems, measuring progress, and committing to consistent effort.Focus on the activities you can control instead of becoming discouraged by outcomes you cannot control.Distinguish between real obstacles and self-imposed barriers that often prevent buyers from taking action.Build an acquisition operating system to manage outreach, relationships, deal flow, and personal performance.Reviewing more opportunities develops better acquisition instincts and improves decision-making over time.Don't let the pursuit of the "perfect" acquisition prevent you from gaining valuable ownership experience.Success in ETA requires strong habits, accountability, and a support network that helps you stay consistent.The best opportunities often begin as conversations, relationships, or situations, not listings.Develop a value creation plan before closing so you're prepared to operate and grow the business from day one.Long-term success in acquisition entrepreneurship comes from consistency, discipline, and continuous learning, not luck.
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  The Five Cs Every Business Buyer and Seller Should Understand with Mark Sims 30.06.2026 45min

  Jared Johnson sits down with Mark Sims, Managing Partner at Consult MSG, to discuss what separates businesses that create lasting value from those that create unnecessary risk during an acquisition. Drawing on decades of experience in consulting, corporate leadership, M&A, and post-acquisition transformation, Mark introduces his framework for evaluating businesses through the "Five Cs" of value creation and preservation. Together, they explore why competitive positioning, cash flow management, clean financials, customer concentration, and operational capabilities matter long before a deal reaches closing. They also discuss how buyers should evaluate founder dependency, customer concentration, documentation, and non-compete agreements, along with practical ways sellers can prepare their businesses for a smoother exit. The conversation closes with lessons from real transactions, common deal mistakes, and what successful buyers should focus on during the first 100 days after acquiring a business.Main Takeaways:The Five Cs provide a practical framework for both buyers evaluating businesses and sellers preparing for an exit.Competitive positioning should clearly explain why a business wins customers and where future growth opportunities exist.Understanding the cash flow cycle helps buyers evaluate working capital needs and operational efficiency.Clean, organized financials reduce friction during due diligence and increase buyer confidence.High customer or vendor concentration can significantly increase acquisition risk and should influence valuation.Buyers should evaluate whether customer relationships are tied to the business itself or primarily to the owner.Documented processes, SOPs, contracts, and operational systems make businesses more transferable and valuable.Non-compete agreements are not a substitute for reducing founder dependency and transition risk.Sellers should begin preparing for a sale well before going to market by cleaning up operations, financials, and documentation.Buyers should develop a value creation plan before submitting an LOI and execute against it after closing rather than relying solely on a "wait and see" approach.Connect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/Connect with Mark:https://www.consultmsg.comDISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:business acquisitions, business valuation, entrepreneurship through acquisition, ETA, SBA acquisitions, value creation, value preservation, due diligence, quality of earnings, cash flow management, customer concentration, founder dependency, competitive positioning, standard operating procedures, SOPs, operational documentation, transition planning, acquisition strategy, lower middle market, M&A
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  ETA Reality Check: Jared Johnson and a Special Guest on SBA Lending, Buyer Mistakes, Deal Killers, and the Truth About Buying a Business 28.04.2026 29min

  Jared Johnson takes a different seat in this episode as he gets interviewed and answers real questions from buyers and sellers about entrepreneurship through acquisition. The conversation cuts straight through the hype and focuses on what it actually takes to buy and run a business.Jared explains why ETA has become so popular in recent years and why much of what people see online does not match reality. He talks through what lenders are really looking for, including experience, liquidity, and consistent cash flow, and why those factors matter so much when getting a deal approved.The episode also covers the most common reasons deals fall apart. Jared walks through red flags like inconsistent financials, customer concentration, and buyers trying to operate businesses remotely. He shares where buyers go wrong, especially when they skip due diligence, rush into deals, or rely too heavily on brokers and sellers without verifying the numbers.There is also a personal story from Jared’s first acquisition that shows how expensive mistakes can be when diligence is limited. It is a clear reminder that even deals that look solid on the surface can carry real risk.This is a practical, honest look at ETA for anyone considering buying a business or currently in the process.Main Takeaways:ETA is real, but it is much harder than it is often presented onlineYou cannot treat buying a business like passive income, it requires real involvementLenders focus heavily on buyer experience, available cash, and stable cash flowDeals often fail early due to weak financials or lack of buyer preparationCustomer concentration and inconsistent revenue create major riskSkipping due diligence or hiring the wrong advisors can be costly mistakesAsking why the seller is selling can reveal important issuesThe best deals match the buyer’s experience with the business they are buyingInvestors can help, but not all investor relationships are good onesPatience matters, buying the wrong business is worse than waitingConnect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:entrepreneurship through acquisition, ETA reality, SBA lending, buying a business, business acquisition mistakes, due diligence, quality of earnings, cash flow analysis, customer concentration risk, deal red flags, acquisition financing, small business acquisition, search fund, lender perspective, acquisition strategy
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  Customer Due Diligence in Action: Ivy Millman on Revenue Sustainability, Customer Stickiness, Anonymous Feedback, and Better B2B Acquisitions 24.03.2026 41min

  Jared Johnson sits down with Ivy Millman, CEO of WHIZDOM, to explore a missing piece in many lower middle market acquisitions: customer due diligence. Ivy shares how her background in accounting, Stanford, Apple, and decades of business-customer research led her to build a firm focused on helping buyers, investors, and operators understand what financial, legal, and technical diligence often miss. The conversation breaks down how independent customer interviews can uncover risks around retention, churn, concentration, loyalty, product issues, and transition vulnerability before a deal closes. Ivy explains her process, why customers often reveal more to a neutral third party than to sellers or buyers, and how these insights can shape valuation, confidence, and post-close growth plans. Jared also shares what he is seeing in SBA acquisition lending, including higher defaults, tighter scrutiny, and the growing need for real diligence before buyers commit to multimillion-dollar deals.Main Takeaways:- Customer due diligence fills a major gap left by financial, legal, quality of earnings, and technical diligence- For B2B acquisitions, revenue sustainability depends heavily on retention, loyalty, stickiness, and switching risk- Customers are often more candid with an independent third party, especially when they want feedback kept anonymous- Seller-protected customer relationships do not have to block diligence if the process is structured correctly- Independent customer calls can uncover hidden risks that materially affect valuation and deal confidence- Customer insights can help buyers decide whether to move forward, renegotiate price, or build a stronger post-close plan- High customer concentration becomes even riskier when relationships sit primarily with the founder or seller- What buyers learn pre-close can become a practical roadmap for post-acquisition growth and retention- Sellers can use the same kind of customer work before exit to improve enterprise value, loyalty, and retention- SBA acquisition buyers should not rely on lenders, brokers, or sellers alone to validate a dealConnect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/Connect with Ivy:https://www.linkedin.com/in/ivymillman/[email protected]:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:customer due diligence, B2B acquisitions, lower middle market, ETA, entrepreneurship through acquisition, SBA loans, quality of earnings, QofE, customer retention, customer stickiness, customer loyalty, customer churn, revenue sustainability, founder dependency, seller transition risk, customer concentration, post-acquisition growth, valuation risk, M&A diligence, independent third party diligence
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  When Acquisitions Go Wrong: Christine McDannell on a Failed Deal, Hidden Costs, Working Capital Risk, and the Reality Behind “Easy” ETA 24.02.2026 47min

  Jared Johnson sits down with M&A advisor and serial entrepreneur Christine McDannell, founder of The Magnolia Firm, to unpack a deal that did not go as planned. Christine shares how an acquisition of a dance and fitness studio moved from seemingly profitable to cash-flow negative once she took over operations. They walk through what she missed because of speed, compressed diligence, and incomplete financial visibility, including licensing costs, seasonal revenue swings, and marketing spend that lived outside the books. Christine explains why raising pay and funding upgrades early created unintended expectations, how customer and operational pressures compounded the situation, and why working capital is the difference between surviving a rough stretch and being forced to shut the doors. The conversation challenges the idea that buying businesses is easy and highlights how even experienced operators can misstep when timelines are rushed and the full expense picture is not visible.Main Takeaways:Speed compresses diligence and increases the odds of missing material risksA business that looks profitable can become unprofitable quickly once all true expenses hit the buyer’s booksWorking capital determines whether a downturn becomes temporary or fatalMarketing spend and other costs can be obscured when accounts sit outside the primary P&LImmediate raises and visible capital improvements can create entitlement and escalating demandsSeasonality can materially impact revenue and must be stress tested before closingCustomer service businesses carry emotional and operational volatility that buyers often underestimateNot every concept is best acquired; some are better built from scratch with rent and unit economics designed correctlyTransparency about failures helps reset expectations and protects new buyers from unrealistic narrativesEpisode Highlights:Christine’s background: 22 years as an entrepreneur, 10 startups, acquisitions, roll-ups, and turnaroundsLaunching The Magnolia Firm in 2021 and advising sellers while continuing to acquire businesses personallyThe trigger: seeing a studio opportunity and moving quickly after the seller shut it downOperating under LOI: taking over operations immediately while still finalizing purchase termsReactivating customers after a sudden closure and attempting to stabilize revenueUnderestimating licensing, regulatory, and operating costs that surfaced post-closeEarly missteps: raising pay immediately and funding upgrades without validating margin stabilityDiscovering hidden marketing expenses and incomplete financial visibilityRealizing the business was running a material monthly loss and funding the burn personallyThe decision point: when to stop financing losses and close the businessThe broader lesson: why speed, ego, and optimism can override discipline in acquisitionsConnect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/Connect with Christine:https://www.linkedin.com/in/christinemcdannell/https://themagnoliafirm.comDISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:entrepreneurship through acquisition, ETA, business acquisition, due diligence, working capital, cash flow, seasonality, hidden expenses, marketing spend, financial statements, seller disclosure, post-close execution, integration risk, employee retention, compensation strategy, customer service operations, M&A advisory, boutique brokerage, deal failure, acquisition lessons, operator mindset, unit economics, rent burden, distressed operations, business risk management
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  Inside the Broker’s Playbook: Greg Kovsky on Valuation Integrity, Buyer Fit, and Retirement-Driven Deal Flow | Ep. 60 20.01.2026 50min

  In today’s M&A market, the difference between a clean transaction and a painful one often comes down to pricing discipline, seller integrity, and how prepared the buyer is before the first call.In this episode of Before You Buy or Sell a Business, Jared Johnson sits down with Greg Kovsky, President and CEO of International Business Associates (IBA), the Pacific Northwest’s largest and oldest business brokerage firm. Greg has spent more than 30 years in the industry and has personally facilitated over 300 transactions. He shares what he’s seeing in the last 12–18 months, why buyer demand is the strongest he’s seen, and how retirement-driven transitions will continue to fuel deal volume for years.Greg also explains IBA’s paid-on-performance model, why they only take about one out of three potential listings, and the three reasons they will refuse to represent a seller. On the buyer side, he breaks down exactly how to stand out in competitive processes, why relevant experience matters for SBA-backed acquisitions, and why full financial transparency is non-negotiable. Finally, Greg gives a practical take on where AI helps and where it can mislead, especially when valuing businesses without local and state-level context.Main Takeaways:Buyer demand is the strongest Greg has seen, driven by a growing “buy and build” cultureRetirement-driven ownership transitions are expanding supply, but quality sellers still have optionsPaid-on-performance brokers have built-in incentives to price honestly and only take sellable dealsIBA only lists about 1 out of 3 businesses: unrealistic value expectations, weak business model, or lack of seller integrityDue diligence should “follow the money”: verify deposits, review bank statements, and drill into expense detailBuyers stand out by being ready early: resume/bio, personal financial statement, banker pre-qual, CPA and attorneyRelevant experience matters, especially under SBA guidelines, because you cannot sell “management ability”AI can support marketing and education, but valuation still requires local knowledge and tax contextEpisode Highlights:[00:00] Intro: Greg Kovsky and IBA’s transaction footprint[03:05] What’s changed in the last 12–18 months and why demand is so high[06:10] The rise of buyer demand from “buy and build” entrepreneurs[09:20] Why retirement-driven transitions will keep deal flow strong long-term[12:10] Exit cycles: why entrepreneurs often sell and move on within 7–8 years[14:35] Immigrant buyers and the Pacific Northwest tech corridor[17:15] What sellers care about: protecting employees, customers, vendors, and legacy[19:40] Paid-on-performance vs. upfront fees: incentives, pricing, and sellability[23:15] Why overpricing hurts sellers and can cost years of exit timing[25:40] IBA’s screening: the three reasons they refuse a listing[29:10] Integrity red flags: moving expenses across entities and why diligence matters[34:10] “Follow the money”: bank statements, QuickBooks detail, and full disclosure[37:30] Training brokers: why this job requires legal, tax, finance, real estate, and psychology[41:50] How buyers stand out: preparation, financial strength, and a built deal team[46:05] Fit matters: examples of niche alignment that wins deals[49:40] Veterans as strong operators and underutilized SBA programs[53:10] Bilingual support and making complex deal terms understandable[56:40] AI limits in valuation: state tax differences and local demand change pricing[01:01:20] Mentors, motivation, and why entrepreneurship keeps Greg engaged[01:04:30] How to reach IBA and where to find their educational resourcesMore from Greg and IBA:Website: https://ibainc.comMore from Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:business brokerage, business valuation, selling a business, buying a business, mergers and acquisitions, M&A intermediary, IBA business brokers, paid on performance broker, buyer demand, retirement business sale, ownership transition, entrepreneurship through acquisition, ETA, SBA acquisition financing, due diligence, quality of earnings, deal team, personal financial statement, buyer fit, seller selection, local market valuation, AI in business valuation, Pacific Northwest M&A, manufacturing business sale, distribution business sale, industrial services acquisition, confidential business sale
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  Inside the Marketplace: How Empire Flippers Screens Listings, Matches Buyers, and Closes Online Business Deals 16.12.2025 42min

  Jared Johnson sits down with Andy Allaway, CEO of Empire Flippers, one of the largest marketplaces for buying and selling online businesses. Andy shares how the company built a global platform that lists only 5 percent of submitted businesses, vets every seller, verifies every buyer, and has facilitated thousands of acquisitions ranging from high five figure deals to eight figure exits.Andy explains why the online business market has matured significantly in the last decade, how valuation expectations shifted after the zero interest rate era, and why today’s buyers are far more sophisticated in due diligence. He breaks down Empire Flippers' internal valuation methodology, their strict criteria for accepting a listing, and how their engineering and sales teams use technology and human oversight to efficiently match buyers to opportunities.Jared and Andy walk through what is actually happening behind the scenes of a digital marketplace. They discuss creative deal structures, the rise of SBA financing for online businesses, the normalization of quality of earnings reports, buyer behavior trends, the impact of AI on different business models, and why co brokering high quality listings is becoming a meaningful expansion channel for Empire Flippers.Andy also shares why he believes e commerce remains one of the most resilient acquisition categories in a world increasingly shaped by AI and why productized, transferable businesses like faceless YouTube channels are becoming a fast growing asset class among buyers.Main Takeaways: - A highly selective vetting process means only about 5 percent of businesses submitted to Empire Flippers are accepted - Strong financials, clean books, realistic valuations, and stable trends are critical to a seller’s eligibility - Many sellers remain psychologically anchored to inflated valuations from the 2020 to 2022 period - Buyers today are more sophisticated and expect clean financials, organized records, and clarity on trends - Due diligence has matured and exclusive due diligence periods, quality of earnings reports, and buyer side advisors are now common - Empire Flippers verifies buyer identity and liquidity before granting access to listings in their price range - AI enhances buyer matching by analyzing thousands of historic CRM notes to surface relevant opportunities - Co brokering is expanding the marketplace by bringing in high quality listings from a select group of trusted brokers - E commerce continues to perform strongly because AI enhances rather than replaces the business model - SaaS valuations remain high but are more vulnerable to disruption from rapid AI advancements - Sellers should have accurate books, a true understanding of profitability, and realistic valuation expectations before going to market - Buyers benefit when marketplaces maintain strong vetting so they are not wasting time on stale or overpriced listings - Market cycles influence both valuation expectations and the creativity of deal structures - Remote first companies can build strong global teams and attract diverse buyer and seller pools - Leadership, culture, and flexibility are powerful motivators for teams in digital first organizationsEpisode Highlights: [00:00:40] Empire Flippers overview and how the online business marketplace has evolved [00:01:36] What types of online businesses qualify for the platform [00:03:22] Why only 5 percent of submitted businesses pass the vetting process [00:04:14] Common reasons listings are rejected and how sellers can better prepare [00:05:22] How Empire Flippers validates financials, builds P and Ls, and packages listings for buyers [00:08:07] Seller psychology and the lingering impact of inflated 2020 to 2022 valuations [00:10:00] How valuation ranges are established and why realistic pricing matters for sellability [00:11:49] What buyers expect today and why due diligence has become far more rigorous [00:14:23] Buyer verification, liquidity checks, and the role of human led sales outreach [00:17:00] AI driven buyer matching using thousands of historic CRM notes in HubSpot [00:20:32] Why the market shifted in 2023 and how buyer and seller expectations reset [00:22:20] Creative deal structures, earn outs, and the rise of financing on larger deals [00:25:37] Empire Flippers' changing view of SBA lending for online businesses [00:26:54] The normalization of quality of earnings reports and their effect on timelines [00:28:10] Co brokering as a new strategic growth path and the first 6.5 million dollar agency success story [00:31:31] What types of brokers and deals are ideal for co broker partnerships [00:34:25] Trends in e commerce acquisitions and why diversified channels beyond Amazon are attractive [00:38:44] The rapid rise of faceless YouTube channels as turnkey, productized acquisition targets [00:40:31] AI’s impact on SaaS valuations and why e commerce remains resilient as an asset class [00:41:05] The realities of seller expectations, market cycles, and valuation resets [00:41:56] Remote culture, leadership, and Andy’s personal motivation to build a flexible global teamConnect with Empire Flippers:Website: https://www.empireflippers.comLinkedIn (Andy Allaway): https://www.linkedin.com/in/andyallawayConnect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comLinkedIn: https://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:online business acquisition, digital business marketplace, SBA loan, e commerce acquisition, SaaS valuation, due diligence, quality of earnings, buyer vetting, seller vetting, business valuation, marketplace M and A, remote business, co brokering, AI in acquisitions, deal sourcing, financial verification, buyer matching, main street acquisitions, online business trends, acquisition strategy
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  Saying Yes to a 48-Year Legacy: Jordan Hood’s Journey from Art School to Bridal Shop Owner 02.12.2025 44min

  Jared Johnson sits down on location with Jordan Hood, the new owner of Low’s Bridal, a regionally known 48-year bridal institution in rural Arkansas. Jordan shares how a childhood on a Mississippi farm, an art and photography degree from Parsons, early digital marketing work in New York, and five years raising money for St. Jude all shaped the way she eventually stepped into owning a historic 22,000 square foot bridal shop she first joked about buying at age 19. She explains how she found the deal through her best friend’s family, what it took to win the trust of sellers who saw their staff as family, and why saving, buying her first home, and years of work across multiple industries positioned her for a successful SBA loan. Jordan and Jared break down the real transition process inside a legacy business. They discuss hiring managers to replace two founders, navigating vendor account transfers, ordering a phase one environmental report early, using working capital to bridge delays, and learning everything from market trips to seven circuit breaker panels in a 30-day sprint. Jordan also shares the operational and customer experience changes she made on day one, including modernizing the check-in process, rewriting sales scripts, and improving the flow for today’s bride while protecting the magic that has defined Low’s Bridal for nearly five decades.Main Takeaways:A nontraditional background can prepare a buyer more than they realizeDeals often originate from long-standing relationships and small conversationsAsking a seller if they would ever sell is a simple but powerful first stepSellers of legacy businesses often value the right buyer more than maximum priceBuilding genuine trust with the seller and long-tenured staff creates stability during transitionBuying a home or establishing savings can strengthen a buyer’s SBA profileOrdering environmental reports and key third-party items early can prevent last-minute delaysWorking capital is essential during the early weeks of account transfers and vendor approvalsA defined transition period helps the buyer learn daily operations and uncover hidden processesLegacy owners often do everything themselves and successors may need to build a management teamImproving customer flow and experience can increase conversion without losing the brand’s essenceToday’s customers expect faster processes, guided appointments, and a modern check-in experienceSales scripts should create connection and trust, not pressureMentors and industry coaches provide valuable support through a steep learning curveLoving the mission and the day-to-day work sustains owners through demanding seasonsEpisode Highlights: [00:00:40] Meet Jordan Hood and the origins of Low’s Bridal [00:01:36] Growing up in rural Mississippi and discovering a creative path [00:03:22] Early digital marketing work in New York during the rise of social media [00:04:14] From floristry and fashion to AI behavioral advertising [00:05:22] Five years at St. Jude and the business efficiency lessons of nonprofit fundraising [00:08:07] The college conversation where Jordan first joked she would buy Low’s one day [00:10:00] How the deal file landed on Jared’s desk and why this SBA loan looked different [00:11:49] Being a “normal person” buyer and how saving and buying a home made the deal possible [00:14:23] Advice to searchers: be willing to ask owners if they might sell [00:17:00] Winning the trust of the sellers and staff in a multi-generation bridal business [00:20:32] Replacing two founders with one owner and hiring managers quickly [00:22:20] What Jordan would do differently and what she wishes she knew up front [00:25:37] Ordering the full phase one environmental report early and why it mattered [00:26:54] How working capital bridged delays in vendor account transfers and tax IDs [00:28:10] Making the most of a 30-day transition period and learning daily operations fast [00:31:31] The hidden workload of transferring designer, accessory, and service accounts [00:34:25] Redesigning the appointment journey and shortening check-in from 13 minutes to seconds [00:38:44] Rewriting scripts to support customer experience instead of controlling customer movement [00:40:31] The value of having mentors and a bridal-industry coach [00:41:05] Jordan’s motivation: creating generational memories and helping brides say yes to the dressConnect with Jordan:Website: https://www.lowsbridal.comInstagram: https://www.instagram.com/lowsbridalConnect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comLinkedIn: https://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:bridal shop acquisition, SBA loan, small business purchase, legacy business succession, operational transition, environmental due diligence, vendor account transfer, customer experience design, bridal retail operations, multi generation business, sales process, appointment flow, business ownership journey, main street acquisitions
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  Digital Asset Transfer, AI Ownership, and Cleaning Up Your Tech Stack with Paige Wiese 11.11.2025 33min

  Jared Johnson sits down with Paige Wiese, founder of Tree Ring Digital, a 16-year full-service digital marketing and web agency, to unpack the part of buying or selling a business that almost nobody plans for: digital asset transfer. Paige explains why domains, hosting, email, social accounts, analytics, third-party tools, brand files, and even AI/GPT logins often sit in personal inboxes or with old vendors—and how that can stall or even devalue a transaction. She walks through her two-step approach (digital asset assessment, then a 300+ point audit), why buyers should ask earlier for logins and proof of marketing performance, how sellers can show up more prepared, and what can go wrong when a domain expires or the recovery email is deleted. They also get into the new issue of employees training GPTs on company data under personal accounts, and why companies need standards now: one company-owned AI account, clear rules on what data can go in, and a plan for what happens when an employee leaves.Main Takeaways:- Most businesses cannot produce logins on demand and access is scattered across staff, vendors, and old emails- Digital assets (domains, hosting, email, website, social, analytics, third-party tools) are business assets and should be part of the deal- A two-step process works best: identify gaps, then audit and recover everything before close- There are far more digital data points in a modern business than owners realize, often 300+- Expired domains, deleted recovery emails, and vendor deaths can take 1–2 weeks to unwind- Sellers who package digital assets cleanly reduce friction and protect valuation- Buyers should ask early for proof of marketing performance and actual ownership of key platforms- Key employees should not be single points of failure for website SOPs, renewals, or platform access- Use a single company-controlled email (webmaster@ / marketing@ / info@) for all third-party tools and renewals- AI/GPT tools introduce new risk when staff train models with company data under personal accounts- Companies should provide the AI account, define what can be uploaded, and make it portable on exit- Auditing tools also surfaces unused SaaS/AI expenses and can save money while organizing assetsEpisode Highlights:[00:00:21] Why digital asset transfer is an overlooked part of ETA and small business deals[00:02:05] Paige’s background, 16 years running Truing Digital[00:04:12] “Do you have the login?” and why clients rarely have everything in one place[00:08:17] Preparing to sell in 6–12 months: start with a digital asset assessment[00:10:43] The 300+ digital data points behind a business[00:15:48] Extreme case: developer dies, everything was on reseller accounts, legal recovery required[00:20:22] Standards of practice: one shared email for renewals and third-party tools[00:26:14] Post-transaction integration: re-running the checklist once the buyer owns the business[00:28:32] The “website is down six months after close” call and why it happens[00:31:40] AI complication: personal GPTs trained on company data[00:33:27] Policy solution: company-provided AI accounts and data rules[00:37:25] Document everything before IT wipes a departing employee’s machineConnect with Paige:Website: https://www.treeringdigital.com/beforeyoubuyorsellabusinessLinkedIn: https://www.linkedin.com/in/paigewiese/Facebook: https://www.facebook.com/TreeRingDigital/Instagram: https://www.instagram.com/treeringdigital/Tree Ring Digital LinkedIn: https://www.linkedin.com/company/treeringdigital/posts/?feedView=allYouTube: https://www.youtube.com/@treeringdigitalConnect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:digital asset transfer, ETA, small business acquisition, website ownership, domain recovery, hosting and SSL, marketing ops, AI account governance, GPT workplace policy, third-party tools, renewals management, post-transaction integration, seller preparedness, buyer due diligence, SOPs for logins, SaaS sprawl, data security
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  Niche Wins: Broker Relationships, Working Capital Reality, and Operating a Legacy Window Restoration Business with Tahir Zaman Hussain and Neilab Rahimzada | Ep. 56 28.10.2025 40min

  Jared Johnson sits down with husband and wife operators Tahir Zaman Hussain and Neilab Rahimzada to unpack an 18-month search that started in London and New York, survived a failed first deal, and ended with the acquisition of a hyper niche window restoration company with decades of brand equity. They explain why calling brokers directly beat scrolling listings, how a prior LOI on a fire sprinkler company fell apart over working capital, and what changed when they found a seller who was transparent and responsive. The pair walk through pricing, a structured transition that kept the seller away from staff, and why even a negative working capital model still demanded real cash at close for insurance and early costs. They share role reversals once they took the keys, the expected J curve, discovering demand that exceeded capacity, and the plan to professionalize operations while hiring to remove themselves as the bottleneck.Main Takeaways:Calling brokers and building relationships beats passively browsing listingsSeller fit and transparency are early signals of post close realityWorking capital is a must have topic, if the seller cannot grasp it, walk awayEven firms with negative net working capital need cash at close for early billsWeekly seller calls and a living data room keep diligence moving and cut surprisesA tailored transition can work if the seller is kept away from employees and authorityExpect role shifts after close, divide by aptitude rather than the original planThe J curve is real, track project efficiency early or you give margin awayA strong and aligned deal team keeps emotions in check and momentum toward closeGrowth needs capacity and systems, hire to free owners for tools, process, and scaleEpisode Highlights:[00:00:28] Backgrounds, London and Long Island roots, careers in finance and capital markets[00:03:06] Why ownership, investment returns and the itch to operate[00:04:47] What they bought, a hyper niche window restoration company with outsized reputation[00:07:37] How they sourced it, broker outreach over listing sites and why that worked[00:10:18] Search timeline, education in mid 2023, close in October after about 18 months[00:11:45] The first LOI that died, fire sprinkler company and a breakdown on working capital[00:14:06] Context on working capital in lower middle market deals, shifting norms and lessons learned[00:18:20] The right seller, transparency, fast document turns, weekly calls, clean diligence cadence[00:20:11] Transition design, seller support for two months without interacting with staff[00:23:05] Deal structure at a high level, SBA senior debt, standby seller note, modest buyer cash[00:24:55] Why they still needed working capital, insurance costs and early cash needs in New York[00:27:01] The value of an aligned deal team, keeping emotions steady through closing[00:29:35] Day one, the speech, then role reversal, Tahir on sales, Neilab on operations[00:32:42] Performance, an initial dip then trending toward the best year in company history[00:33:30] What is next, systematize operations, add headcount, prepare to handle more demand[00:36:13] Mentorship, leaning on entrepreneurial family and the search for a mentor[00:38:44] Motivation, stewardship of a legacy brand and showing up even when it is hardConnect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:entrepreneurship through acquisition, ETA, SBA loans, working capital, broker outreach, seller diligence, window restoration, niche services, transition planning, negative working capital, first 100 days, project tracking, J curve, operations professionalization, demand management, deal team, seller note, DSCR awareness, small business ownership, capacity planning
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  Building Better Deals: Adam Markley on Supporting Searchers, Seller Dynamics, Post-Close Support, and the Importance of Site Visits | Ep. 55 14.10.2025 39min

  Jared Johnson sits down with investor and operator Adam Markley to trace a winding path from nearly failing out of college to building and backing small businesses. Adam shares how a pivot into accounting and finance opened doors to hands-on work with small companies, a corporate run standing up deal-driven divisions, and ultimately his own acquisitions in the U.S. and U.K. He talks candidly about painful lessons (from paying loans out of pocket to a partner emptying accounts), why seller behavior is a leading indicator of post-close reality, and how his team now invests with a heavy emphasis on in-person site visits and back-office execution. Adam explains his four-pillar support model for new owners, common pitfalls in lender relationships, and where he thinks ETA is headed as underwriting tightens and off-market search professionalizes.Main Takeaways:Curiosity and repetition win: reviewing dozens of deals monthly builds judgment you cannot shortcutSeller character and the buyer–seller relationship are core drivers of post-close successSite visits late in diligence provide a critical gut check before funding and closeThe first 6–12 months are won by focusing on four buckets: people, operations, sales, and processesOutsourcing or wrapping expert back-office support can save hundreds of hours during transitionInvestor fit matters: clear expectations on equity step-ups, preferred returns, and long-term horizonsOff-market search is professionalizing; few individuals can excel at every part of the search lifecycle aloneExpect tighter SBA underwriting (e.g., DSCR definitions, post-close liquidity) to favor better-capitalized buyersPersonal financial discipline signals readiness to operate and builds lender and investor confidenceUnder-levering and adding real balance-sheet cash can improve outcomes and optionality post-closeEpisode Highlights:Background reset: from almost failing out to finishing an accounting/finance degree early and working with small-business clientsEarly exposure: regional public accounting, seeing owners scale and realizing business + real estate wealth patternsCorporate chapter: building deal-led divisions (JVs, partial acquisitions), then buying and spinning out an education company on acquisitionsHard lessons: U.K. operating partner empties accounts; replacing a non-owner president post-close; paying loans personallyPortfolio today: eight active businesses, four acquired with SBA loans; shifting from primary acquirer to minority investorInvestment approach: won’t invest without a site visit; observe seller–buyer dynamics as a final diligence gateBack-office leverage: running or wrapping accounting/finance/admin to free operators for customers, people, ops, and salesThe four-pillar support model: inner circle (family/peers), peer groups, strategic investor sounding board, and day-to-day back officeWorking with lenders: create a real feedback loop; understand how banks calculate DSCR and post-close liquidityMarket outlook: more competition, more specialization in off-market sourcing, and likely stricter SBA expectationsMotivation: be the resource he wished he had—review deals freely, build community (Denver meetup; Rocky Mountain ETA efforts)Connect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/Connect with Adam: https://www.linkedin.com/in/adammarkley/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:entrepreneurship through acquisition, ETA, SBA loans, DSCR, deal sourcing, off-market search, seller diligence, site visits, back-office integration, first 100 days of ownership, small business operations, minority investing, equity step-ups, preferred return, post-close liquidity, investor alignment, buy-and-build, small business portfolio, lender relationships, transition planning
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  Partners in the Process: Sushant Bharadwaj on Building Trust, Strength in Networks, and E-Commerce Acquisitions | Ep. 54 30.09.2025 49min

  First-time buyers often worry about what they do not know, but success comes from focusing on fundamentals and building strong relationships.In this episode of Before You Buy or Sell a Business, Jared Johnson talks with Sushant Bharadwaj, a former technology consultant who transitioned into entrepreneurship by acquiring two e-commerce businesses. Sushant shares how his consulting background in ERP systems and supply chain management shaped the way he evaluated deals, why he treated banks and sellers as partners, and how he built trust by answering questions with transparency.He explains the criteria he used to filter opportunities, the leap of faith behind his first acquisition, and why clean financials, repeat customers, and seller credibility mattered more than industry knowledge. Sushant also breaks down his approach to due diligence in e-commerce, from spot-checking customer data and ad spend to verifying traffic patterns. Finally, he reflects on transition challenges, including moving inventory across the country and navigating the rough first 30 days after closing.Main Takeaways:Banks and sellers can be valuable partners when approached with transparency and trustClean books and reasonable add-backs create confidence in small business acquisitionsE-commerce due diligence should focus on spot-checking key metrics, not perfect certaintyTransition planning for the first 30 days is critical to smoothing operations post-closeA strong network of advisors and peers helps overcome the steep learning curve of ownershipEpisode Highlights:[03:55] From technology consulting to exploring business ownership during COVID[11:20] Searching hundreds of listings on BizBuySell and narrowing down opportunities[16:40] Why seller trust and financial clarity shaped Sushant’s acquisition decisions[23:05] Buying a women’s apparel brand without industry experience by focusing on fundamentals[31:15] Negotiating a fair price and taking a leap of faith with his first LOI[39:20] Due diligence in e-commerce: customer lists, ad spend, and traffic verification[47:00] Treating banks and sellers as true partners, not just transaction counterparts[54:25] Transition challenges: moving inventory, planning day one, and surviving the first 30 days[01:02:10] Confidence gained from the first deal and the path to a second acquisitionConnect with Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:entrepreneurship through acquisition, ETA, buying an e-commerce business, SBA acquisition financing, seller trust, business valuation, due diligence process, clean financials, transition planning, moving inventory, first 30 days of ownership, consulting background, small business acquisition strategy, building networks, buyer-seller relationships
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  Owning the Outcome: Jacob Hall on ETA, SBA Rules, and Operator Success | Ep. 53 16.09.2025 48min

  Closing on a business is only the beginning. Success depends on how you manage the first years of ownership, the capital you bring to the table, and the partners you choose.In this episode of Before You Buy or Sell a Business, Jared Johnson talks with Jacob Hall, Founder and Managing Partner of Kando Capital, about the realities of Entrepreneurship Through Acquisition (ETA).Jacob shares how his career as an engineer and operator shaped his approach to investing in self funded searchers and independent sponsors. He explains why search is a double edged sword, what makes alignment between investors and operators essential, and how his firm structures equity to support both short term liquidity and long term ownership.The conversation covers SBA rule changes, the risk of ignoring the J curve, and why working capital is often underestimated in the first year of ownership. Jacob also discusses quarterly reporting, portfolio diversification, and why he now teaches ETA at the University of Texas to prepare the next generation of operators.Main Takeaways:ETA is a promising path but requires commitment, maturity, and resilienceInvestor and operator alignment sets expectations and avoids future conflictThe J curve is common in the first year and must be planned forWorking capital is critical for payroll, vendor terms, and unexpected expensesEquity partners provide strategy, networks, and growth support beyond fundingMentorship and transparency build a stronger ETA communityEpisode Highlights:[02:10] Jacob’s career path from engineering and corporate operations to small business COO[09:45] Discovering ETA in 2020 and shifting from searching to investing[14:22] Building Kando Capital and raising from accredited investors and family offices[20:35] Structuring equity, hold periods, and aligning with entrepreneurs[29:10] Independent sponsor compared to self funded search and what sets them apart[36:50] SBA rule changes and how they impact investors and operators[47:28] Alignment as the foundation for long term operator and investor success[55:40] Common post close mistakes including the J curve and underfunded working capital[01:07:05] What Jacob looks for in operators before writing a check[01:15:20] Why mentorship shaped Jacob’s career and why he now teaches ETA at UT Austin[01:21:44] Motivation and why Jacob enjoys supporting entrepreneurs and building small business valueConnect with Jacob: https://www.linkedin.com/in/jacobhall01/Website: Kando CapitalMore from Jared:If you have questions for Jared, visit: https://jaredwjohnson.comConnect with Jared on LinkedInDISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.This podcast is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any discussion of target returns or investment strategy is illustrative and subject to change. Investments are open only to verified accredited investors under SEC Rule 506(c). Listeners should consult their own legal, tax, and financial advisors before making any investment decisions.Keywords:entrepreneurship through acquisition, ETA investing, self funded search, independent sponsor, SBA rules, equity partners, working capital in acquisitions, J curve in small business, investor operator alignment, accredited investors, small business acquisition strategy, post close challenges, mentorship in ETA
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  Concrete Lessons: Munashe Makava on Family, ETA, and Building Businesses | Ep. 52 02.09.2025 1t 4min

  At the heart of entrepreneurship is the responsibility to create value. Not just for yourself, but for employees, customers, and the community.In this episode of Before You Buy or Sell a Business, Jared Johnson sits down with Munashe Makava, an NYU MBA graduate who began his career at Deloitte and Goldman Sachs before stepping into entrepreneurship through acquisition.Born and raised in Zimbabwe, Munashe shares how his parents instilled an entrepreneurial mindset early on, why the birth of his first child was the push to finally buy a business, and what he learned transitioning from Wall Street to owning two concrete companies in the U.S.Munashe breaks down how he evaluated opportunities, why geography mattered more than industry, and what he wishes he had done differently during negotiation. He also talks about team building, mentorship, and why the hardest part of being an entrepreneur is people—not the numbers.Main Takeaways:Entrepreneurship isn’t only startups: ETA reduces some risk but still demands leadershipGeography can guide your search just as much as industryBuild your deal team early, including tax strategy support, to avoid missed opportunitiesStrong seller and broker relationships can unlock deal structures others overlookEmployees who think like owners are the key to long-term successMentorship and networks multiply opportunities and help overcome self-doubtEpisode Highlights:[03:42] Growing up in Zimbabwe, working at Deloitte, and moving to the U.S. for an MBA[09:25] How becoming a father pushed Munashe to pursue entrepreneurship[15:17] Why entrepreneurship isn’t the “holy grail” for everyone and the difference between being an entrepreneur vs. entrepreneurial[22:04] Narrowing a search by geography and being industry-agnostic[28:40] Finding two concrete businesses on BizBuySell and spotting hidden value[36:55] Negotiating the deal structure, seller note, and lessons on tax allocation[43:28] Raising capital through classmates, friends, and crowdfunding platforms[51:02] Transition challenges: losing operators and rebuilding the team quickly[57:41] Discovering more value post-acquisition and surpassing year-one expectations[01:04:30] The importance of people, culture, and creating ownership mentality among employees[01:12:05] Why mentorship matters, building a pay-it-forward network, and revamping mentors as your stage evolves[01:19:15] Purpose as the ultimate motivator: enabling others through entrepreneurshipConnect with Munashe:https://www.linkedin.com/in/munashe-makava-fcca-2728372a/More from Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:entrepreneurship through acquisition, ETA, buying a construction business, concrete pumping business, asset sale vs stock sale, SBA acquisition financing, seller notes, raising capital for acquisitions, building an entrepreneurial team, immigrant entrepreneurship, mentorship networks, employee ownership mindset, small business transition, growth after acquisition, business acquisition strategy
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  From Startup to Acquisition: Sathya Ramanathan on Selling, Buying, and Growing a Business | Ep. 51 19.08.2025 44min

  What’s the difference between starting a business from scratch and buying an existing one?In this episode of Before You Buy or Sell a Business, Jared Johnson talks with Sathya Ramanathan, a former tech founder who grew and exited a software company before acquiring a light construction equipment dealership in the Dallas-Fort Worth area.Sathya shares what he learned from selling his first business, working alongside new management during a two-year transition, and then moving into acquisition entrepreneurship. He explains why buying an established company can be less risky than starting one, the due diligence steps he followed, and how he evaluates deals for fit, financial health, and growth potential.Jared and Sathya cover how to build trust with employees after a takeover, why vendor and customer relationships matter during closing, and the operational improvements Sathya is making to grow his new business. Sathya also offers candid advice on who should (and shouldn’t) buy a business, and how to match your skills with the right opportunity.Main Takeaways:Buying a business can reduce risk compared to starting from scratch, but still requires careful planningFit matters: match your skills to the business’s needs to add immediate valueStrong relationships with the seller, vendors, employees, and customers smooth the transitionKey diligence items include working capital, customer concentration, and recurring revenueAvoid rushing into changes before understanding the existing operationFlexibility on location, deal structure, and operations increases acquisition optionsEpisode Highlights:[02:14] Selling a tech startup and working through a two-year transition with new management[07:42] Why buying an established business can be less risky than starting one[10:15] Defining location, sector, and business characteristics before searching[13:50] The importance of customer concentration and churn in deal evaluation[17:26] Why Sathya prefers going through brokers rather than sourcing off-market[19:18] Asset sale vs. stock sale: flexibility in LOI and tax considerations[21:30] Setting and negotiating a working capital target in the LOI[28:11] What made a light construction equipment dealership the right fit[35:03] Managing vendor, customer, and employee relationships before and after closing[42:50] The value of patience before making operational changes[46:12] Growth plans: marketing, digital transformation, and potential expansion[51:04] Who should and shouldn’t buy a businessConnect with Sathya: https://www.linkedin.com/in/sathyaramanathan/More from Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:how to buy a small business, buying vs starting a business, working capital in acquisitions, asset sale vs stock sale, business due diligence, customer concentration risk, vendor relationships, small business transition, employee trust after acquisition, entrepreneurship through acquisition, ETA, light construction equipment business, small business growth strategy, operational improvements, acquisition search strategy
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  Who Should Buy a Business? David Barnett on Picking the Right Deal and Becoming an Operator | Ep. 50 05.08.2025 49min

  What kind of person should actually buy a business, and who should not?In this episode of Before You Buy or Sell a Business, Jared Johnson talks with David Barnett, former business broker, author, and small business advisor, about what buyers need to know before stepping into business ownership.They cover who should and shouldn’t buy a small business, how the acquisition landscape has changed, and the mistakes new buyers make by relying on online content instead of real experience. David explains why he left the brokerage world, what many buyers get wrong about business financials, and how to approach deals with clarity, caution, and the right strategy.David shares his background in finance and brokerage, how online hype has led to a wave of underprepared buyers, and the red flags they often miss, like ignoring balance sheets, underestimating CapEx, and failing to plan for operating capital. He breaks down the risks of over-leveraging, why not all boomer-owned businesses are good targets, and gives practical advice for new buyers: build capital, get experience, and avoid rushing into the wrong deal.Main Takeaways:Buying or selling a business requires experience and due diligenceMost first-time buyers underestimate risk and overestimate deal qualityFinancial understanding must go beyond the profit and loss statementNot all listings are good opportunitiesMistakes can be avoided with the right guidance and preparationEpisode Highlights:[03:13] The realities of working as a business broker[12:10] Red flags in financials, including missing balance sheets and CapEx[13:08] Why operating capital is often ignored during valuation[15:46] The CapEx trap: why SDE and EBITDA don’t tell the whole story[17:07] How to budget for equipment replacement[22:24] What to watch for with deferred maintenance[24:59] Why understanding what you're buying is more important than price[27:37] Risk varies with the buyer; no one-size-fits-all deal[32:21] Why there’s no such thing as a risk-free acquisition[39:40] Who should actually buy a businessConnect with David:https://www.businessbuyeradvantage.com/https://www.linkedin.com/in/davidbarnettmoncton/More from Jared:If you have questions for Jared, visit: https://jaredwjohnson.comhttps://www.linkedin.com/in/jaredwjohnson/DISCLAIMER:The views and opinions expressed in this program are those of the guests and host. They do not necessarily reflect the views or positions of my employer.Keywords:how to buy a small business, buying a business with SBA loan, David Barnett, business buyer advice, entrepreneurship through acquisition, ETA, SDE vs EBITDA, CapEx planning, business due diligence, small business acquisition, buying vs starting a business, operating capital, over-leveraging risk, small business finance, business valuation, search fund, business acquisition strategy, red flags in buying a business