Before You Buy or Sell a Business

Jared W. Johnson
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Learn everything you need to know about buying and selling a business from High-Performing SBA Lender, Jared Johnson, who specializes in business acquisitions. Jared interviews industry experts on both the buying and selling side to provide insights into the buying and selling process. Experts include brokers, attorneys, escrow officers, and seekers. You'll also hear from actual buyers and sellers about their experiences before and after the process. If you're a buyer or a seller or thinking about becoming one at some point in the future, this is the podcast that will provide you with the information you need for a successful transaction.

  1. 2D AGO

    When Acquisitions Go Wrong: Christine McDannell on a Failed Deal, Hidden Costs, Working Capital Risk, and the Reality Behind “Easy” ETA

    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 narratives Episode 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

    48 min

  2. JAN 20

    Inside the Broker’s Playbook: Greg Kovsky on Valuation Integrity, Buyer Fit, and Retirement-Driven Deal Flow | Ep. 60

    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 context Episode 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...

    50 min

  3. 12/16/2025

    Inside the Marketplace: How Empire Flippers Screens Listings, Matches Buyers, and Closes Online Business Deals

    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 organizations Episode 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...

    42 min

  4. 12/02/2025

    Saying Yes to a 48-Year Legacy: Jordan Hood’s Journey from Art School to Bridal Shop Owner

    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 seasons Episode 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...

    45 min

  5. 11/11/2025

    Digital Asset Transfer, AI Ownership, and Cleaning Up Your Tech Stack with Paige Wiese

    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 assets Episode 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 machine Connect with Paige: Website: https://www.treeringdigital.com/beforeyoubuyorsellabusiness LinkedIn: https://www.linkedin.com/in/paigewiese/ Facebook: https://www.facebook.com/TreeRingDigital/ Instagram:a href="https://www.instagram.com/treeringdigital/"...

    33 min

  6. 10/28/2025

    Niche Wins: Broker Relationships, Working Capital Reality, and Operating a Legacy Window Restoration Business with Tahir Zaman Hussain and Neilab Rahimzada | Ep. 56

    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 scale Episode 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 hard Connect with Jared: If you have questions for Jared, visit: https://jaredwjohnson.com https://www.linkedin.com/in/jaredwjohnson/ DISCLAIMER: The views and opinions expressed in this...

    41 min

  7. 10/14/2025

    Building Better Deals: Adam Markley on Supporting Searchers, Seller Dynamics, Post-Close Support, and the Importance of Site Visits | Ep. 55

    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-close Episode 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.com https://www.linkedin.com/in/jaredwjohnson/ Connect with Adam: a href="https://www.linkedin.com/in/adammarkley/" rel="noopener noreferrer"...

    40 min

  8. 09/30/2025

    Partners in the Process: Sushant Bharadwaj on Building Trust, Strength in Networks, and E-Commerce Acquisitions | Ep. 54

    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 ownership Episode 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 acquisition Connect with Jared: If you have questions for Jared, visit: https://jaredwjohnson.com 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: 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

    49 min
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Learn everything you need to know about buying and selling a business from High-Performing SBA Lender, Jared Johnson, who specializes in business acquisitions. Jared interviews industry experts on both the buying and selling side to provide insights into the buying and selling process. Experts include brokers, attorneys, escrow officers, and seekers. You'll also hear from actual buyers and sellers about their experiences before and after the process. If you're a buyer or a seller or thinking about becoming one at some point in the future, this is the podcast that will provide you with the information you need for a successful transaction.

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