Before You Buy or Sell a Business

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

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

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

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 v

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 reta

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

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

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

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

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

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

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

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

In this episode, Jared Johnson sits down with Nadav Ben-Chanoch, a former tech operator turned small business acquirer, to unpack why more founders are skipping startups and choosing to buy real businesses instead.Nadav shares how his experience in Silicon Valley shaped his approach to deal-making, why he walked away from the traditional venture path, and what he’s learned transitioning from building software to operating a brick-and-mortar business. Whether you’re exploring search, planning your first acquisition, or just trying to understand where the market is headed—this conversation offers a grounded look at what it really takes to own and operate outside the startup bubble.Episode Highlights[00:06:15] — Why Nadav left tech to pursue small business ownership[00:11:45] — What operators misunderstand about buying brick-and-mortar[00:18:20] — How misalignment around working capital can derail deals[00:25:10] — Why buying a business isn’t the shortcut people think it is[00:32:00] — Advice for tech founders considering acquisition entrepreneurship[00:37:40] — What Nadav looks for in deals—and what he avoids[00:41:15] — The mindset shift from “builder” to “owner”Connect with NadavFollow Nadav on LinkedIn linkedin.com/in/nadavbcMore from JaredGot a question for Jared or want to work together?Visit: https://jaredwjohnson.comlinkedin.com/in/jaredwjohnsonDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.

In this episode, Jared Johnson sits down with Michael Seitz, CEO & Chairman of EarthWise Pet, for a wide-ranging conversation on entrepreneurship, franchising, M&A strategy, and what it really takes to build and scale a brand in a mission-driven industry.Michael shares how growing up in a family business shaped his values, how almost becoming a dentist led him back to his entrepreneurial roots, and the hard-earned lessons behind buying 42 stores in a single day. Whether you’re a first-time buyer, seasoned operator, or just curious about franchising from the inside out—this one is packed with insight.Episode Highlights[00:07:30] — The power of asking better questions early in your career[00:13:00] — Why unit-level economics are the heartbeat of franchising[00:23:00] — Why buyers need to focus on trailing 12 months, not just historical EBITDA[00:29:00] — What EarthWise looks for in new franchisees (hint: it’s not just the money)[00:33:30] — Advice to 20-somethings considering their first acquisition[00:36:00] — The #1 mistake most sellers make—and how to avoid it[00:38:00] — What really keeps a founder going after decades in the gameConnect with MichaelLearn more about EarthWise Pet: earthwisepetfranchise.comFind Michael on LinkedIn: Michael Seitz, CEOMore from JaredIf you have questions for Jared, visit: https://jaredwjohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.

In this episode of the Before You Buy or Sell a Business podcast, host Jared Johnson welcomes Mark Fleming, a specialist in business acquisitions and co-founder of Owner Actions. Mark shares his journey from a background steeped in finance and trading to becoming an essential guide for investors at the critical 'search' stage of business acquisition. He emphasizes the challenging yet crucial initial phase of the acquisition process, a step often overlooked by many who are eager to jump straight to the deal-making stage.The conversation delves into pivotal topics including the significance of selecting the right business based on industry experience, the unforeseen hurdles in business acquisition, and Mark's strategic use of reps and warranties insurance to mitigate risks. They also explore the current economic climate, touching on the implications of tariffs and interest rates on small businesses. Mark underscores the importance of persevering through economic fluctuations and maintaining focus on core business values like customer service and cash management. The dialogue culminates in forward-looking insights on what buyers should anticipate in the evolving landscape of business acquisition.HIGHLIGHTSThe search stage in business acquisition is the most challenging yet vital, demanding more diligence than the deal-making phase.Specialized industry skills and management experience significantly determine success in business acquisition.Implementing strong accounts receivable practices and managing cash flow are crucial in the initial months post-acquisition.Reps and warranties insurance can safeguard against misrepresentations during business acquisitions.Tariffs and economic policies can impact interest rates and business dynamics but can be navigated with focused strategies.You can get in touch with Mark at https://www.owneractions.com/______________________________________________________________________If you have questions for Jared, visit https://jaredwjohnson.com/DISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.

In this episode of the "Before You Buy or Sell a Business Podcast," host Jared Johnson welcomes Jason Boehning, an HVAC industry professional who has successfully acquired two businesses over a short period. The discussion delves into the intricacies of acquiring businesses, highlighting Jason's strategic mindset and the unique competitive advantage he enjoys due to his engineering background. This episode offers listeners invaluable insights into the pragmatic approach Jason adopted, which not only involved leveraging his skills but also focusing on relationship-building and effective transition management.Jason's journey started from a small Texas town and led him to Texas A&M University, where he studied mechanical engineering. His diverse career path in the HVAC industry served as a solid foundation when he made the decisive move to business ownership. Through engaging dialogue, this episode presents a comprehensive look at his process of acquiring and managing HVAC businesses. Key themes explored include the importance of having a solid plan, the advantages of maintaining good relationships with employees during acquisitions, and the strategic insights driving successful business growth in a competitive market.Key Takeaways:Jason leveraged his HVAC design and engineering knowledge to strategically acquire two businesses, positioning himself effectively in a competitive market.Key factors in successful acquisitions include having a solid operational and financial plan and maintaining focus on long-term goals amidst a dynamic business environment.The importance of maintaining key employees during a business transition, as these employees often hold valuable customer relationships and operational knowledge.Acquiring existing customer bases through business purchases can be a more effective growth strategy than relying on extensive digital marketing efforts.Managing working capital efficiently is critical in the HVAC sector due to varying cash flow cycles, especially when dealing with commercial clients.------------------------------------------------------------------------------If you have questions for Jared, visit https://jaredwjohnson.com/ DISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.

Navigating the intricate world of buying and selling businesses can be challenging. Understanding due diligence, valuations, and the right mindset is crucial.In this episode of the "Before You Buy or Sell a Business" podcast, host Jared Johnson engages Rosco Graves from Polaxis in a deep dive into the nuances of buying and selling businesses. They discuss the pertinent steps necessary for a successful business acquisition or sale, including crucial due diligence phases. With Jared’s experience as a lender and Rosco’s corporate and entrepreneurial background, the episode exposes valuable strategies to enhance transaction success rates.Rosco shares his journey from the high echelons of corporate finance to his role in supporting small and medium-sized business owners. This transition equipped him with practical insights into the diligence, financial modeling, and strategic planning required for business transactions. Rosco and Jared then explore the importance of conducting a quality of earnings report in determining the true value of a business. They outline how even seemingly small improvements in a business's operation or financial status can significantly affect its sale price and buyer interest.Key Takeaways:Conducting thorough due diligence can prevent costly errors in business transactions.A quality of earnings report is crucial for accurately assessing a business’s financial health.Sellers should proactively prepare their businesses to attract quality buyers and higher valuations.Understanding your personal capabilities in business operations can guide a more successful acquisition.Building a reliable team of advisors is essential for navigating the complexities of business transactions.For more information about Rosco, visit: https://polaxis.co/This episode of the "Before You Buy or Sell a Business" podcast delivers a wealth of information for prospective buyers and sellers aiming to navigate the market efficiently and effectively. For more in-depth insights and practical advice, don't miss listening to the full episode, and subscribe to our series for more valuable content.🔴YouTube 🟣 Apple Podcasts 🟢 Spotify______________________________________________________________________If you have questions for Jared, visit https://jaredwjohnson.com/DISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.

"The more parties you get investing in your deal, the less of a chance you're going to buy a bad deal."In Part 2 of this two-part episode of the Before You Buy or Sell a Business podcast, I talk with SBA loan borrowers about the business they end up buying: an HVAC business.From initial deal discovery to negotiating terms and finalizing the purchase, this episode provides a thorough examination of each step potential buyers should consider.This detailed discussion underscores the importance of due diligence and strategic partnership in acquiring a business. Key topics include the evaluation of working capital, understanding the seller's perspective, and leveraging relationships with financial backers like the Search Investment Group. Pete candidly shares lessons learned, emphasizing the immense value of patience and discipline when analyzing potential acquisitions. Garrett adds depth with his focus on maintaining a conservative approach to financial evaluations, ensuring any deal remains sustainable in long-term.Key Takeaways:✅ Involve multiple stakeholders in your deal-making process to avoid poor investments.✅ Due diligence is crucial in understanding the nuances of potential acquisition, including financial and operational dynamics.✅ Building relationships with experienced mentors or strategic investors can provide crucial guidance and support.✅ Negotiating working capital is essential to ensure a smooth transition and stability post-acquisition.✅ Approach acquisitions with a mindset of adaptability and readiness to tackle operational challenges.CHAPTERS0:00 | Introduction4:52 | Balancing Fairness and Satisfaction in Real Estate Transactions12:54 | Navigating Working Capital and Cash Flow in Small Businesses16:17 | The Importance of Due Diligence in Business Acquisitions17:30 | Deal Structuring Challenges20:27 | The Importance of Fair Bidding and Building Lender Relationships23:14 | Building Trust and Navigating Investment Challenges in Business Ventures27:05 | The Challenges and Rewards of Acquiring and Operating a Business31:21 | The Adventure of Owning an HVAC Business