M&A Intelligence

“Hands-off” sounds like the dream: steady cash flow, a manager in place, and an owner who “works five hours a week.” In reality, low owner involvement is one of the most overstated claims in SMB deals. Plenty of founders don’t touch the P&L daily, but they still set prices, approve discounts, hire key people, and […]

In SMB acquisitions, what hurts buyers most isn’t a sneaky clause or a bad market week. It’s the quiet assumptions you never tested. They sneak into your model, your LOI, and your lender package—and then show up in the first 100 days as cash strain, churn, or a surprise phone call from your banker. Here […]

SBA-backed acquisitions are a fantastic way to buy a solid small business with modest equity. They also create a false sense of security. Lenders do their own checks, but those checks protect the bank, not you. If you rely on lender approval as your green light, you can still overpay, inherit brittle operations, and struggle […]

In big-company M&A, EBITDA is usually a sturdy number. In small and midsize business (SMB) deals, it’s a story that needs translation. Founder perks, owner-only labor, timing games, and underinvestment can turn “Adjusted EBITDA” into a mirage. That’s why normalization work—cleanly separating transferable profits from one-time or seller-specific items—matters more in SMB acquisitions than it […]

Add-backs are where a seller’s story meets your operating reality. Handle them well and you price risk accurately, protect your debt service, and keep goodwill intact. Handle them poorly and you either overpay or turn a cooperative seller defensive. This guide gives you a practical, repeatable way to verify add-backs while keeping the relationship smooth. […]

If you’re in the SMB trenches long enough, you’ll notice a pattern: getting to an LOI is easy compared to getting to close. Deals die quietly from preventable issues, fuzzy assumptions, timeline drift, mismatched expectations, or lenders uncovering concerns that buyers should have caught. None of this is glamorous, but it’s exactly where real money […]

If you stay in SMB deal flow long enough, you’ll meet the unicorn: fast-growing, clean books, loyal customers, easy handoff, “moving for family reasons,” and priced like it’s still 2016. Tempting? Absolutely. Smart? Not without a tighter inspection. In lower middle market M&A, “too good to be true” usually means there’s risk hiding in plain […]

Everyone has heard the headline: a wave of retiring owners is coming to market. The question for buyers isn’t if that’s true—it’s what it means for your pipeline, pricing, and post-close reality. The “Silver Tsunami” will not be a single surge. It will be a steady flow of owner-led businesses changing hands over the next […]

Working capital is where a lot of buyers quietly overpay. You agree on a headline price, everyone feels good, and then right before closing the peg conversation surfaces and you discover you’re funding yesterday’s receivables with tomorrow’s equity. Normalizing working capital early keeps cash in your pocket, prevents last-minute drama, and makes post-close life a […]

Skipping a Quality of Earnings can feel like saving money. In practice, it’s often the most expensive way to do it. The fee you avoid shows up later as an inflated purchase price, a working-capital miss, or terms you have to unwind after close. A QoE isn’t a lender checkbox. It’s a practical read on […]

Deferred revenue looks harmless on a balance sheet. It is also one of the fastest ways to overstate earnings and overpay if you do not treat it correctly. When customers pay before you deliver, you record a liability called deferred revenue (or customer deposits). Cash comes in now, revenue comes later. If you underwrite EBITDA […]

Customer concentration risk is one of the fastest ways to misprice a deal. A business that relies on a small number of accounts can look stable on paper and still be fragile in practice. If a top customer churns after closing, your debt service won’t care that the prior three years were strong. The time […]

In small-business acquisitions, there’s a fine line between buying a company and buying a person. Cross it, and you inherit a business that runs on founder muscle memory, undocumented “tricks,” and relationships that do not transfer cleanly. That is key person risk: performance, knowledge, or revenue depends on one individual, usually the seller. Price it […]

If you only remember one thing about add-backs, make it this: small shifts in “adjusted” expenses create big shifts in enterprise value. Add-backs are the bridge between messy, real-world financials and the EBITDA you underwrite. Get them right and you price risk accurately. Get them wrong and you pay tomorrow for profits that never show […]

A Quality of Earnings (QoE) report is more than a box to check for your lender. It’s a negotiation too that can move real dollars, reshape structure, and de-risk your post-close life. Used well, a QoE turns “interesting findings” into price adjustments, seller concessions, and protections you can actually bank on. Used poorly, it becomes […]

In small business acquisitions, the cleanest processes follow a simple rule. Do just enough pre-LOI diligence to avoid bad fits and shape a smart offer. Do the post-LOI diligence to prove the numbers, lock down risks, and finalize structure. Mixing these up wastes time, tips your strategy, and can weaken your negotiating position. This guide […]

If you buy and operate small businesses, you will face one accounting fork in the road sooner or later: cash vs accrual accounting. Sellers often keep books on a cash basis for simplicity or tax reasons. Buyers, lenders, and diligence providers typically need accrual numbers to understand how the business really performs across periods. Treat […]

When you buy a small business, you are not just acquiring assets, employees, and systems. You are also buying the revenue streams that sustain the company. But in many acquisitions, a closer look reveals those streams are closely tied to one person: the current owner. This is what we call owner-dependent revenue. It refers to […]

In small business acquisitions, the Letter of Intent (LOI) sets the stage for everything that follows. While it is typically non-binding, it outlines the buyer’s intent, proposed terms, and conditions for moving forward. One of the most powerful tools within an LOI is the contingency clause. Contingencies protect you as a buyer by making the […]

In small business acquisitions, very few deals glide smoothly from LOI to closing. More often, unexpected challenges surface mid-process, creating moments where the deal feels uncertain. These situations can be stressful, but they’re also some of the best teachers. They reveal where risks truly lie and how prepared you are to handle them. If you […]

If you’ve been looking at small business acquisitions for a while, you’ve probably experienced it: a deal you like suddenly gets crowded. The broker says “other buyers are interested.” The seller gets harder to reach. Timelines speed up. You’re now in a competitive deal process. Whether it’s a great business with strong cash flow or […]

For many acquisition entrepreneurs, growth is part of the plan. You’re not just buying a business to maintain it. You want to grow it. Maybe that means expanding into new markets, adding service lines, or increasing efficiency and margins over time. But not every small business is built to scale. Assuming it is, without doing […]

If you’re buying a small business, someone has probably told you to get a Quality of Earnings (QoE) report. That’s good advice. But not all QoEs are created equal. Some reports give you clarity. Others give you a PDF full of charts and accounting jargon that don’t help you make better decisions. The difference matters, […]

When buying a small business, most of your energy goes into analyzing the financials, understanding operations, and mapping out risks. But one of the most important signals in any deal doesn’t show up on a spreadsheet. It shows up in the seller’s behavior. A motivated seller can be the difference between a smooth, fair transaction […]

When acquiring a small or mid-sized business, few risks are as underestimated as owner dependency. A business may look profitable on paper, have healthy margins, and pass financial diligence, but if the owner is the glue holding it all together, the deal may be more fragile than it appears. Evaluating owner dependency before you buy […]

No matter how buttoned-up your process is, surprises during due diligence are almost inevitable. And not all of them are deal-breakers. You might uncover a tax issue that was glossed over. A key customer might turn out to be more at risk than expected. Or maybe the seller wasn’t as forthcoming as you thought. So […]

When you think about the cost of buying a business, your mind probably goes straight to the purchase price. But seasoned buyers know that closing the deal is just the beginning. There’s a whole category of expenses that don’t show up in the CIM, aren’t part of the valuation, and often get overlooked during negotiations—until […]

When you’re buying a business, asking tough questions is part of the job. But that doesn’t mean it’s easy, especially when you’re trying to build rapport with the seller. Push too hard and you risk souring the relationship. Stay too soft and you risk missing something critical. So how do you strike the right balance? […]

When buyers think about concentration risk, customer concentration usually gets all the attention—and for good reason. But there’s another type of concentration that can quietly derail operations and increase your post-close risk: vendor concentration. Whether you’re buying a manufacturing company, e-commerce brand, or service-based business, the stability and reliability of the vendor base matters. More […]

Earn-outs can be a useful tool in M&A negotiations—but they’re also one of the most misunderstood and misused. Done right, an earn-out aligns incentives and bridges valuation gaps. Done poorly, it creates tension, distracts from growth, and sparks legal disputes. So how do you know when an earn-out is the right move—and when it’s better […]

You signed the papers. The wire hit. You officially own the business. Now what? The first 100 days after closing are some of the most critical in the entire acquisition journey. This is when reality meets strategy, when your integration plan gets tested, and when your leadership starts to shape the future of the company. […]

In small business M&A, seller financing isn’t just common—it’s often essential. For buyers, it reduces upfront capital requirements and aligns incentives post-close. For sellers, it can help bridge valuation gaps and accelerate a deal. But as with any powerful tool, seller financing comes with risks, and the structure matters more than most people realize. In […]

If you’re buying your first business, there’s a good chance you’ve already run into conflicting advice, outdated assumptions, and well-meaning but misleading hot takes from internet forums or your broader network. The truth is, small business M&A doesn’t work like buying real estate or investing in public stocks. It’s messy, personal, and often more art […]

If you’re deep into diligence and starting to second-guess things, you’re not alone. Every buyer eventually asks themselves: Is this just cold feet? Or is it time to walk away? In M&A, walking away can feel like failure—especially if you’ve spent months building a relationship with the seller, racked up legal and diligence costs, or […]

For most acquisition entrepreneurs, negotiating a deal is both exciting and intimidating. It’s where strategy meets psychology — and where the success of your acquisition can be won or lost. M&A negotiations are about far more than just “price.” Deal structure, risk allocation, timelines, and post-close dynamics all get shaped at the negotiating table. And […]

If you’re financing your deal with an SBA loan or working with a lender to close a business acquisition, chances are you’ve heard something along the lines of: “The bank will do their own due diligence.” That’s true. But it’s also incomplete. Because here’s the catch: a bank’s due diligence isn’t designed to protect you. […]

For many first-time or early-stage acquirers, getting the Quality of Earnings (QoE) report feels like a big milestone—and it is. But it’s also the beginning of the most important conversations in your deal process. If you’re holding a fresh QoE and wondering, “Now what?”—this guide is for you. Let’s walk through what you should do […]

When you’re getting ready to buy or sell a small business, one of the first decisions you’ll face is how to approach the deal: work with a broker or go the private route? Both options can work. But the process, the people involved, and the potential pitfalls vary significantly depending on the path you take. […]

When evaluating a potential acquisition, having a clear and accurate understanding of the business is crucial. Without the right expertise, it’s easy to overlook red flags, miscalculate risks, or even overpay for a business that isn’t as strong as it appears. A solid due diligence team ensures you get the full picture, protecting you from […]

When evaluating a business for acquisition, one of the most critical aspects of financial due diligence is understanding add-backs. These adjustments can make a business look more profitable than it actually is – or, in some cases, reveal hidden value. Either way, if you don’t know how to analyze add-backs properly, you could end up […]

When evaluating a business acquisition, the period before submitting a Letter of Intent (LOI) is critical. This is your chance to conduct high-level due diligence, assess deal viability, and ensure you’re not about to buy a business held together by duct tape and wishful thinking. Buyers at all levels should approach this stage with a […]

Mergers and acquisitions (M&A) are high-stakes ventures, with nearly half of all deals failing before closing. Research shows that up to 50% of M&A transactions don’t make it to the finish line. The biggest stumbling block? Due diligence. This phase is where financial, legal, and operational realities come to light sometimes derailing deals entirely. But […]

When diving into the world of small and medium-sized business (SMB) acquisitions, one of the most crucial steps is selecting the right due diligence provider. Their insights and analysis can make or break a deal, and finding someone exceptional can greatly influence the outcome. So, how do you spot a truly outstanding due diligence provider […]

Building or acquiring a business is a thrilling journey, especially in the first year. Yet, it often means sacrificing vacations and being deeply involved in daily operations. Entrepreneurs find themselves wearing many hats, handling everything from marketing to customer service, leaving little room for relaxation. This level of involvement, while necessary initially, can become unsustainable. […]

Acquiring a small or medium-sized business (SMB) is a significant challenge. From the initial search to the final deal, the journey can be full of challenges and setbacks. Based on experience working with numerous searchers, the key traits that distinguish successful searchers from those who eventually give up are their ability to persist and pivot […]

In small and medium-sized business (SMB) deals, it’s not uncommon to come across prospectuses and Confidential Information Memorandums (CIMs) that paint a vivid picture of a company’s potential. These documents are full of untapped opportunities, giving us an exciting look at what could happen if the right strategies are implemented. They speak of doubling revenue, […]

Anytime a deal falls apart well into the post-LOI (Letter of Intent) period, it’s tough for everyone involved. It’s not just about the lost opportunity—there’s a lot of time, effort, and money that’s been invested by all parties to get to that stage. It sucks, and there’s no getting around that. Whether you’re a buyer, […]

Venturing into the world of SaaS business acquisitions can be thrilling yet challenging, especially for those who are not technically inclined. One of the most daunting aspects is the specialized technical jargon that comes with the territory. Understanding these terms is vital as they play a significant role in the software development lifecycle and can […]

Embarking on the journey to buy a small to mid-sized business (SMB) can be both exciting and daunting. One of the first hurdles you’ll encounter is the specialized terminology used in the industry. Understanding these terms is crucial as it can significantly impact your decision-making process and overall experience. To help you feel more confident […]

Buying a small to mid-sized business (SMB) may be a thrilling and gratifying experience that presents an incredible opportunity to dive into entrepreneurship, without the risk of starting your own business. Careful planning and preparation are necessary to guarantee a seamless acquisition. Below, we’ll discuss the value of preparation when buying a business and the […]

When Sudheer Bhayankar sought out his first acquisition, he was seeking something much deeper than a financial investment. For Sudheer, acquiring his own business meant an overhaul in his work and his life path, as well as leaving the comfort of his corporate world. With so much at stake, Sudheer wanted to get the acquisition […]

When buying a small business, it’s important to review the financials to ensure that the business is profitable and financially stable. Here are some of the most important financial metrics to consider: Revenue Revenue is the total amount of money the business has generated over a specific period of time. It’s important to review revenue […]

After an exciting and exhausting search process, you’ve finally found a business that checks all your boxes and you’re excited to move forward to the next steps: Signing an LOI and conducting due diligence. Well, now’s the time to do a mini hoorah to celebrate this milestone and hunker down for the rest of the […]

As part of our ongoing series of reviewing online brokerages and marketplaces, we chatted with Andrew Gazdecki, CEO of MicroAcquire, and asked him about all about MicroAcquire, including their origin story, the businesses they sell, their vetting process, and more. Here’s the breakdown: What’s the story with MicroAcquire? How’d you guys get started? Andrew: The […]

As part of our ongoing series of reviewing online brokerages and marketplaces, we chatted with Greg Elfrink, who serves as the Director of Marketing at Empire Flippers and asked him about all about Empire Flippers, including their origin story, the businesses they sell, their vetting process, and more. Here’s the breakdown: What’s the story with […]

So, after a lot of research and perhaps some soul searching, you’ve decided to buy an online business. The first thing you need is deal flow and you have a few options to go about this: You can either use a broker or marketplace that specializes in online businesses or simply source the deals privately […]

As part of our ongoing series of reviewing online brokerages and marketplaces, we chatted with Mark Daoust, CEO of Quiet Light Brokerage, and asked him about all about Quiet Light, including their origin story, the businesses they sell, their vetting process, and more. Here’s the breakdown: What’s the story with Quiet Light? How’d you guys […]

Testing

Last year was a crazy one for all of us. The world dealt with a global pandemic and as a result, there was an unprecedented level of…well, almost everything. The stock market saw record highs in volume trading, real estate exploded, unemployment skyrocketed, and a lot of us found ourselves at home making bread for […]

So, you’ve come across a dropshipping business that’s for sale. Or perhaps you’ve stumbled across your 27th video this month of an online guru posing in front of his Lamborghini trying to convince you to purchase his dropshipping course. In either case, it’s probably worth talking about whether this once-coveted business model has any place […]

SaaS (“Software as a Service”) is currently one of the most coveted business models today and in general, SaaS businesses tend to face greater competition amongst buyers and often go for higher multiples, and for good reason. After all, good SaaS businesses utilize economies of scale incredibly well, have very low overhead, and build their […]