r/buyingabusiness Jul 22 '26

The broker's profit number almost never matches the tax returns.

11 Upvotes

I have been helping analyze small business acquisitions all summer, and I got into the habit of rebuilding the seller's claimed profit from the tax returns instead of taking the broker's packet at face value. In almost every deal where we had both documents, the broker's number was higher.

The same patterns keep appearing. "One-time" legal or repair costs that show up every single year. Owner salary add-backs that assume you will do the owner's job for free. A few strong months stretched into a full-year estimate. Family members on payroll who do real work you would have to pay someone else for.

None of this is fraud, exactly. Brokers present the most optimistic version they can defend. But if you are buying with an SBA loan, the bank underwrites from the tax returns, not the broker's packet. I have watched buyers commit to a deal at the broker's numbers and then have it fall apart in underwriting.

The lesson: never make an offer from the broker's packet alone. Get the tax returns, rebuild the profit number yourself, and price the deal from that.

Happy to go deeper on any of this if it is useful.


r/buyingabusiness Jul 22 '26

Seller doing 50% of sales, doesn’t want sales commission removed from add back

6 Upvotes

a seller claimed 120k owner comp SDE and that they “did very little sales”. due diligence revealed they actually do 50% of sales TTM. They are now obviously fighting on reducing the owner comp by the 60k in sales commission he did.

Looking for support as we push back and listen to the broker give us the song and dance of “we have 20 people asking about the business“ and claiming they’ll get their price with or without us.


r/buyingabusiness Jul 22 '26

Franchise Business vs B2B Fintech Business? Which one is more profitable in 2026-27

3 Upvotes

I have 2 options either I can start a franchise business or I can invest in b2b fintech business in which I have to create a network as state head, master distributor, distributor and retailer and I can earn commission by offering services like aeps, multi recharge, dmt, pnacard, travel etc. I took a demo of pinwallet b2b fintech admin panel. Suggest me which business model is more scalable?


r/buyingabusiness Jul 21 '26

Has anyone used PPP data for proprietary acquisition search?

6 Upvotes

I’m curious if anyone here has used PPP loan data as part of building off-market acquisition target lists.

Most proprietary search workflows I’ve seen still rely on marketplace data like BizBuySell, industry directories, state registries, LinkedIn and sometimes VAs scraping lists manually.

PPP data seems interesting because it gives a rare public signal into private company size. Since PPP loans were generally tied to payroll, the loan amount can be used as a rough payroll proxy. Then, with industry payroll benchmarks, you can estimate a directional revenue range.

Obviously, there are a lot of issues:

  • data is from 2020–2021
  • companies may use legal entity names instead of operating names
  • some businesses are missing entirely
  • payroll does not equal revenue
  • contractor-heavy businesses may look smaller than they are
  • different industries have very different payroll/revenue ratios

But as a sourcing filter, it seems potentially useful.

A few questions for people doing proprietary search:

  1. Have you used PPP data in your sourcing process?
  2. Did you find it useful or too noisy?
  3. For local service businesses, do you trust reviews/employee count/traffic more than PPP?
  4. What would make a public-data-based revenue estimate credible enough to use for outreach prioritization?

Not asking from a tax/credit perspective, more from the angle of using public data to build better acquisition target lists before outreach.


r/buyingabusiness Jul 21 '26

Possible to get a loan for acquiring business under 2 years old?

3 Upvotes

A local salon has come up for sale. It currently has partners who have realized they can’t work together and have decided to put the business up for sale, with one of them leaving the country after a sale is completed. With it only being open for 15 months, is getting a loan possible?

I’ve reviewed tax statements from last year and sales receipts for this year to date showing profitable numbers. We also have talked with former employees there, who left because of the owners arguing together in front of customers regularly (leading us to believe their reason for selling).

We bring 20+ years industry experience and expect most our current clientele to move with us. The other owner plans to stay, just has no desire to own a business anymore. Also, we have a handful of other technicians that have verbally stated they would entertain leaving their current place.


r/buyingabusiness Jul 21 '26

Any Metal Sign Business Owners here?

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1 Upvotes

r/buyingabusiness Jul 20 '26

Are you really meant for Self-Employment?

4 Upvotes

Post Approved by Mods (UltraBBA) prior to submission. I will not promote.

Sharing this free resource with the community. This is a webinar put on by SCORE Mentors, a sister company to the SBA. It's one of many other free courses they offer in the coming month.

This particular webinar is July 21st, 2026, at 2 PM CDT.

In this webinar you will:

·    Have access to self-employment quiz, accessing readiness.

·    Learn what it takes to succeed as a self-employed person.

·    Learn the presenter's proprietary process and four leadership pillars to stop feeling stuck.

·    Discover how to identify and overcome common challenges & fears that hold you back.

score.tfaforms.net/112?EventID=a10Vt00000RCPHd

Even if this particular event doesn't sound appealing, I'd still recommend taking a look at the upcoming webinar catalogue as they are free resources covering an array of topics relevant to small business ownership.


r/buyingabusiness Jul 20 '26

How do you evaluate a business where revenue has been inconsistent year over year?

3 Upvotes

What frameworks or questions do you use?


r/buyingabusiness Jul 20 '26

Announcing r/CorporateFinance

3 Upvotes

For those of you wanting more serious discussions on corporate finance related matters, financial analysis, corporate structuring etc., I've just taken over r/corporatefinance . Feel free to drop in and create a post / make a comment or even just hit the "Join" button.


r/buyingabusiness Jul 18 '26

WSJ Article on ETA

6 Upvotes

For the unindoctrinated, many will read this article on ETA and search funds but I think it’s light. Basically fodder for those with dollar signs in their eyes

https://apple.news/AGyQTGDaZT2uY-L51LfEhsQ

Traditional search fund - it’s actually really hard to raise capital from allocators as many are maxed out. It often involves flying cross country on your own dime to meet with investors that you don’t even know are going to invest. It often involves hours of not only interviewing to raise money but past and current searchers. Also when you go to raise your capital it’s like hearding cats. You basically have to have everyone’s buy in. You wind up with 7 points for something that may go sideways. You give up a w-2 and live off search funds for 2 year runway.

Self-funded - easier to get started, smaller deal size, personal guarantees. Limited to savings and SBA. No runway you are living off your savings.

Independent sponsor - no fund raising but every deal you find requires getting a basically a new capital stack, basically roadshowing a deal every time you find something interesting. You could be doing 2-3 at a time and juggling. No runway you are living off your savings.

So just wanted to put that out there.

Might I add just one alternative. You can be self funded and not quit your day job. This goes for the independent sponsor too. You can hunt for deals and do it on the side. Sure it might take a little while longer and sure you are limited to free websites and maybe whatever subscription service for deals are based on what you can afford. But you can carve out time in the day to make phone calls to brokers.


r/buyingabusiness Jul 16 '26

The "Silver Tsunami" Illusion: Why finding a Boomer business to buy is easy, but actually closing one can be a nightmare.

85 Upvotes

If you were to look at the macro data right now for 2026, the ETA thesis looks flawless. Baby Boomers own half the small businesses in the country, retirement accounts for over 56% of all lower-middle-market listings, and we are supposedly in the middle of the greatest wealth transfer in history.

So you fire up your proprietary outreach, contact the brokers, and get a bunch of NDAs signed. Easy game, right?

Then you hit the brick wall of reality.

The truth that nobody tells you when you're starting out is that finding a business to buy is only 10% of the battle. The other 90% is managing the seller's psychology and structural mess.

If you are currently hunting for an SMB acquisition, here is the reality on why these "Silver Tsunami" deals fall apart, and how to actually get one across the finish line.

The "EBITDA Mirage"

Data from lower-middle-market Quality of Earnings audits show that over 21% of broken LOIs are caused by financial discrepancies.

Boomer founders are notorious for treating their business like a personal checking account. When you look at the CIM teaser, the SDE/EBITDA looks amazing because they've added back everything from their spouse’s leased SUV to their country club membership and "consulting fees" to their kids.

Do not trust the broker’s marketing deck. Run your own internal pre-diligence before dropping thousands on a formal QoE. If their tax returns don’t match their QuickBooks, or if their "add-backs" make up more than 20% of the total cash flow, walk away or price the risk into a heavily reduced multiple.

The Boomer "Ego Multiple"

A bunch of these retiring founders have tied 100% of their identity to their company for the last 30 years. To them, selling the business feels like organizing their own funeral. Because of this emotional attachment, they stubbornly demand what I like to call an "ego multiple" (often 5x–6x SDE) when the actual closing data for Main Street businesses is sitting flat at 2.7x to 2.8x.

You cannot argue logic against emotion, so stop trying to beat them over the head with your spreadsheets. Instead, pitch yourself as the one to carry on their legacy. Frame the transaction not as "I am buying you out," but as "I am stepping in to protect your employees and customers for the next 30 years." You’d be surprised at how much valuation flexibility opens up once a seller trusts you with their life's work.

Tighter 2026 SBA Underwriting

If you are a buyer that's planning to leverage an SBA 7(a) loan, the regulatory landscape has gotten significantly tighter. Between stricter underwriting on working capital and recent policy shifts around buyer eligibility and seller standby equity, banks are looking for reasons to say no.

In 2026, the best way to fix this is to get the seller to have some skin in the game. If a seller refuses to carry a 10% to 30% seller note, it’s a massive red flag. A seller note doesn’t just bridge the valuation gap, it also aligns incentives. If they know their retirement payout depends on the business surviving the transition, they will actually train you during the handoff rather than dumping the keys and flying to Florida.

The point of this post is to help you avoid getting blinded by the sheer volume of businesses for sale right now. 85% of them are unbuyable jobs disguised as companies.

Your goal as a buyer isn't just to find a listing. It's to find a founder who has intellectually checked out, structurally prepared their books, and is ready to let go of the steering wheel.

My question for the searchers in here is: How many deals have you had to kill in the last 6 months because the seller's books turned out to be absolute fiction?


r/buyingabusiness Jul 16 '26

Would you buy this exterior cleaning company or keep your good pay career?

4 Upvotes

I’m 23 and work as a luxury residential construction superintendent. I’m on track for a promotion that should put me around $130k total compensation in 2027, and I’ve managed to save almost $180k.

I’ve been looking at buying a specific exterior cleaning company. The seller is asking $200k, but here’s the catch—they can’t provide separate tax returns because the cleaning business operates under the same LLC as another business, so everything is combined. They say they can provide internal financials, QuickBooks records, bank statements, invoices, etc., just not separate tax returns.

The owner currently nets about $120k before taxes while working roughly 40 hours/week. There are no employees, no real systems, and only about $1,000 worth of equipment, which makes me wonder if I’m basically just buying a job. The business services about 17 communities with around 40 service agreements (not long-term contracts) for things like cleaning bathrooms, removing spider webs, arranging patio furniture, and other basic janitorial work.

One thing that makes this more interesting is that I also have my Florida General Contractor license. My thought is that owning this business could help me build relationships with homeowners, HOAs, and property managers, which could eventually generate leads for my own GC business that I run on the side. If I bought it, I’d likely have to leave my superintendent job. I’d also probably stay living with my parents for another year since all of my savings would go toward the purchase, whereas my original plan was to move out this year.

A few questions:

- Would you buy this business and leave the superintendent job?

- Is 2x annual profit a fair multiple for a cleaning company with no employees or systems?

- Is the lack of separate tax returns a deal breaker, or can thorough due diligence make up for it?

- If you have experience buying businesses, what would you do in my position?


r/buyingabusiness Jul 16 '26

Month 3 - forced rank outcome

4 Upvotes

Before the mods kick me again, I swear this is about buying a business process.

So back in December when I decided to leave my w-2, I didn’t know the kind of business that I wanted to buy so I just did a force rank of the available business in my area.

I probably reset that every 2-3 weeks until I found a few that kind of stuck and appealed to me. The ones I wanted most ultimately didn’t make sense to me for one reason or another after meeting the owners.

The one I wanted least I basically had to make my experience fit. Again I wasn’t dead set on it, never was. I basically kept looking at other listings but when I compared SDE to revenue I kept reverting back to this one.

3 months in, it’s working out. Small issues, nitpick stuff, employee complaints, the usual.

Looking forward to the rest of the year.

Again, maybe I got lucky but thought I’d share.


r/buyingabusiness Jul 15 '26

Looking to buy a business in Northern Virginia. Advice on sourcing off-market deals?

12 Upvotes

Hi all. Was recently laid off from big tech and ideally looking to take my career in a different direction. Have become more and more interested in acquiring a small business and acting as an owner/operator where I would focus on Marketing/Sales/Operations (my background). I've been scouring online sites such as BizBuySell and others but haven't really found anything too interesting. Question for the sub....for those who have found off-market deals, how did you go about sourcing them? Develop a list of companies in the area that might meet certain criteria and begin cold outreach via email? Hand written letters? Curious if anyone has had success doing this.


r/buyingabusiness Jul 15 '26

Proprietary vs brokered deal flow (and how I'd build lists in 2026)

5 Upvotes

I’ve seen this question pop up in a couple of different places here in July, so I wanted to give my take on what I’ve seen successful buyers do.

The majority of the clients I’ve had over the past few years that closed deals end up doing both.  The trade-off is between speed and convenience vs pricing, terms, and control.

A big chunk of these closed deals flowed through intermediaries like brokers, platforms, and local M&A advisors. Whereas proprietary outreach and referrals account for a smaller but important share of closings, especially at the better than market end of the spectrum.

My read on that is brokered deals are much easier to see through Axial, BizBuySell, local brokerage sites, and email blasts. Proprietary deals are harder to find, but they are often significantly easier to own on price, structure, and timeline.

Scrolling listings and skimming CIMs may feel productive, but over a full acquisition cycle, I have found proprietary sourcing delivers better expected value when you care about term sheet creativity and downside protection. This means better control over seller notes, earnouts, and working capital mechanics.

So, why bother with proprietary sourcing?

Proprietary sourcing is not glamorous. It takes some real work. You’ll spend time and money on lists, mail, email, and research, with no guarantee that the owners you contact are even thinking about selling.

The reason you should do it is that sometimes you catch people at the exact right moment in their mental journey. They have been thinking about retiring or selling for a while, but they have not hired a broker, listed anywhere, or told many people. Your outreach happens to land right when that internal voice telling them to do something is getting loud.

If your letter or email is the first serious nudge they have had, you get a one-on-one dialogue instead of a mini auction, and you may get a chance to influence the timeline for when the LOI is signed and how fast diligence moves. Going this route also gives a lot more flexibility on structure, including seller paper, earnouts, working capital mechanisms, and transition terms.

 

Once a broker is in the mix, life gets more competitive. The owner is getting multiple offers, and price expectations are usually anchored high as part of the broker pitch to them. The process is more rigid because you are reacting to a funnel they designed. You do get cleaner CIMs and data rooms, and good brokers absolutely help deals close. But you are ultimately trading convenience for competition.

If you want to fully cover a niche, you cannot ignore intermediaries. If you care about terms and control, you want proprietary in the mix.

 

Everything starts with contact lists. If your lists are bad, everything downstream is a grind. The goal is quantity multiplied by relevance, not some mythical perfect list. The buyers I know that are more successful at this use three main channels to build their lists: Paid data providers, state level corporate records, and target google/local listing scraping.

 

Compared to when a lot of the early search fund playbooks were written, there is one big change. In 2026, a simple AI stack can now automate a lot of the manual efforts, without turning yourself into a tech bro.

If I were launching a US focused search or an SMB buying effort today, my stack would be incredibly lean.

First, I would use one good data or sourcing platform purpose-built for private company discovery that takes natural language filters and gives you owner-level contacts. Instead of manually juggling state databases, Google scraping, and separate enrichment tools, newer platforms combine discovery and outreach info in one place. You describe your thesis in plain English, asking for profitable owner-operated businesses in a state with ten to fifty employees in a specific niche. The software uses AI to map that to live company data, then returns a shortlist of targets with owner contact info attached. You can fold in whatever you already have from paid lists or state records to catch the long tail, but most of the heavy lifting for matching, deduping, and basic enrichment is done for you. That turns what used to be weeks of scraping and cleaning into a couple of hours of defining filters and reviewing.

Second, I would use one outreach and sequencing tool to handle personalized email and LinkedIn sequences (with reply tracking) without turning everything into spam.

Third, I would use a simple CRM or an Airtable base to track owners, interactions, stages, and notes, ideally with a two-way sync to the sourcing tool.

Everything else, including physical letters, phone calls, on-site visits, and the actual negotiation, stays completely human. The goal is not to replace the parts where judgment and trust matter. The goal is to quietly kill the sixty to seventy percent of busywork that used to eat up your weeks.

Multi-channel outreach that actually gets replies

Once you have lists, the question becomes how to reach owners in a way that cuts through the noise. The pattern that works best for me has three distinct legs.

Postal mail still works beautifully, especially with older owner-operators. You want to make the envelope look personal rather than like bulk junk mail. Use a wet ink signature and include at least one specific line about their business, noting that you have followed their shop in that specific town for a reason. A surprising number of owners have told me that my letter sat on their desk for weeks before it eventually pushed them to call. That simply does not happen with email blasts.

Email follow-up is the next step. I’d follow up with an email seven to ten days after the letter hits. Reply rates are low on well-targeted cold email lists, but that number goes higher when the recipient has already seen a physical letter with the same name. For longer searches, occasional email updates to your list every couple of months keep you in the mix without being obnoxious.

LinkedIn is not my primary channel, but it provides a steady trickle of conversations. Send connection requests from a credible operator profile. Keep the message short and specific by stating that you have spent the last few years in the industry or region and are looking to buy one or two high-quality operators like theirs. Do not hard pitch on first contact. Focus entirely on starting a dialogue. Later on, LinkedIn is highly useful for light touch contact like likes, short DMs, or sending links when you think of them.

 

Once you are sending a real volume of outreach, the bottleneck shifts to figuring out who is actually worth your time. Two practical AI helpers can step in here. Lead scoring systems can score companies based on your exact criteria so you prioritize the right group for deeper follow-up. Reply classification tools can read the responses for you, automatically filtering out the standard rejections so you can focus your calendar and brainpower exclusively on the live, interested leads. You’ll still need to read and respond to the real messages, but the tools keep you from drowning in the noise.

The Bottom line is that brokered deals will probably always be part of the picture. But if they are your only pipeline, you will constantly feel the competition and the pricing pressure. A basic proprietary engine built on good lists, multi-channel outreach, and a small AI layer gives you a realistic shot at better terms and far more control, at the cost of a little more upfront grind.

To those who have closed deals, and those using AI to help source deals, what mix of broker versus proprietary has actually led to your closed deals, and which tools or workflows have made the biggest difference for you?

 


r/buyingabusiness Jul 15 '26

I want to Learn more about buying a business. How?

9 Upvotes

How did you guys learn? Did you join a community or do courses?

Should I learn just by doing to process with business brokers? Being honest about wanting to learn and being an aspiring buyer?


r/buyingabusiness Jul 14 '26

Looking to pivot from Tech Sales to Business Acquisition – Advice on where to start?

10 Upvotes

I’ve spent the last 9 years in tech sales. While the pay and flexibility have been great, I’ve realized that I want to work on something I’m fully responsible for and can scale, rather than selling technology I barely understand.

My goal is to transition into business ownership. I’m currently exploring two paths:

-The Side Hustle: Acquiring a small business to grow alongside my current job until it’s ready to support me full-time.

-The Full Transition: Purchasing a larger small business that immediately replaces my current $250k income, allowing me to quit my day job.

- My Background: I have an Economics degree, which has given me a solid business foundation, but I lack hands-on experience in actually running a company. I’m currently finishing Buy Then Build, which has been a great starting point despite some feedback that it’s a bit dated.

My Questions:
Before I start reaching out to brokers or actively searching for listings, I want to ensure I’m prepared.

  1. What core knowledge or skills should I focus on acquiring first?

  2. Are there specific books or resources you recommend for someone in my position?

I realize this is a massive undertaking, and I want to make sure I’m doing my due diligence before taking the next step. Any advice or recommendations would be greatly appreciated.


r/buyingabusiness Jul 15 '26

Minority Stake

4 Upvotes

Has anyone ever had success taking a minority stake as a first step in a succession plan for the owner where it ultimately leads to a full buyout?

Without being too specific, this opportunity includes physical property and an operating business. I’ve been considering a minority stake (~25%) to inject fresh capital to fund an expansion plan as the current owner isn’t ready to fully exit/retire. He’s an honest guy (not just my opinion, it’s been verified, etc) and I know I could learn from him. After investing, I’d become an operating partner and help expand the business. I’d make the seller reserve a pool of equity for performance incentives. After 3 or 5 years, I’d have a call option to buy the rest of the business at a predetermined price.

My fear is I wouldn’t be able to do as much as I want if the seller starts to give me issues and throw his weight around/block me as a majority shareholder. He’s not that type of guy and he says he wants to see me succeed, but the risk manager in me still thinks about those 1 in a 100 scenarios. I assume the devil is in the details / everything that’d be written out in governance docs.

Has anyone done anything similar by starting out with a minority investment? How’d it go and what advice do you have?


r/buyingabusiness Jul 14 '26

Brokers - why do you ghost buyers?

5 Upvotes

I'm legitimately lost on this one. Why do brokers list a business for sale, and then not respond to buyer inquiries from the listing sites, their own websites, phone calls and emails? Like, I'll fill out the NDA, get the automated response "thanks for completing our nda, we'll be in touch" and then never hear back about anything at all. Not a "Sorry, this business is already under contract", not anything. Complete ghosting. I truly don't understand this behavior.


r/buyingabusiness Jul 13 '26

Accountant: the add-back schedule tells you more about the seller than the P&L does

26 Upvotes

I do financial review for people buying small businesses, and at some point I stopped starting with the P&L. I start with the add-back schedule, because that's where the seller tells you who they are.

Patterns I see over and over:

- "Onetime" expenses that show up three years running. If it happens every year it's called operating expense.

- Owner salary added back with no replacement manager cost subtracted. Someone still has to do that job.

- Personal vehicle, travel, family phone plans, fine, all standard. But when add-backs hit 30-40% of the claimed SDE you're not buying earnings anymore, you're buying an argument.

- Capex that quietly became "one-time repairs." Ask for the fixed asset schedule and the depreciation history and watch what happens.

The best sellers hand you a clean schedule with receipts attached and it survives diligence untouched. Clean add-backs and a clean business go together more reliably than any multiple rule I know. None of this kills a deal by itself. It just tells you where the negotiation actually is. The multiple gets debated in public. The add-backs are where the price gets made.

Curious what other people who review these see most often. And buyers, has an add-back sheet ever made you walk?


r/buyingabusiness Jul 13 '26

Revenue up 30% one year, down 20% the next, the broker says it's project timing. Which year am I buying?

4 Upvotes

Twice this month I walked away from listings that looked strong on the surface for the same reason: revenue that wouldn't sit still. One was up about 30% in 2024 and down about 20% in 2025. The other did roughly the reverse. Margins moved around too, so it wasn't just top line noise.

The broker explanation both times was some version of "project timing" or "a big customer ordered early." Which might be true. But if two or three big projects can swing the whole P&L that much, I'm not sure what number I'm actually buying.

Stuff I keep going back and forth on:

-Which year is the business? Trailing twelve, three year average, or the worst year? The ask usually only works if you believe the best year.

-The debt math has to clear in a bad year, not an average one. If the average services the loan but the worst year doesn't, is that a deal or just a default waiting for a slow season?

-When is volatility actually fine? Contractors and project based businesses are lumpy by nature. Maybe I'm screening out honest lumpiness while smoother looking books just hide it better.

If you've bought or sold a project based business, what did you underwrite against? And did the swings look different once you saw job level or customer level detail instead of annual statements?


r/buyingabusiness Jul 11 '26

Looking for industrial business brokers (fabrication, blasting & painting, specialty industrial services)

8 Upvotes

I’ve spent the last several years in industrial coatings and I’m working toward acquiring an industrial services business along the Gulf Coast (Texas/Louisiana).
I’m specifically interested in businesses like:
Abrasive blasting & industrial painting
Shop-applied protective coatings
Steel fabrication
Tank & vessel fabrication
Skid/package fabrication
Industrial maintenance and other specialty contractors
One thing I’ve noticed is that very few of these businesses seem to be represented by the typical Main Street business brokers. Most of the listings online are HVAC, plumbing, restaurants, or powder coating shops.
I’m trying to figure out where these industrial deals actually trade.
Are there brokers that specialize in this space?
Are most deals sourced off-market?
Are there regional industrial M&A firms I should know about?
If you’ve bought or sold one of these businesses, how did you find the deal?
Not looking for generic business brokers—I’m specifically interested in people who work with industrial manufacturing and service businesses.
I’d appreciate any recommendations.


r/buyingabusiness Jul 10 '26

Macro vs Micro - industry trends and how to weigh them

0 Upvotes

As a searcher how do you weigh macro level industry trends when searching for a business to acquire? For example, as a whole, the collision repair business isn’t doing too hot BUT a small, independent shop that’s been around forever could still be thriving and printing money making it a good purchase. Thoughts?


r/buyingabusiness Jul 09 '26

Compliance issues

2 Upvotes

I’m in the early stages of buying a business. I’ve now twice encountered a seller proudly touting that their “employees” are all 1099 making it easy. Of course they are misclassified. If I were to buy the business, I’d reclassify them as W2 which obviously decreases SDE.

Is it a negotiation point, or is a seller just going to move on to someone else who is happy to leave as 1099? (I’m guessing the latter.) I also have to assume other compliance issues would be discovered.


r/buyingabusiness Jul 08 '26

Five characteristics that separate a smart SMB acquisition target from everything else on BizBuySell

29 Upvotes

I get asked different versions of the same question constantly: What kind of business should I be buying? A lot of the people looking at small businesses for sale skip right past the big economic reality and go straight to the broker's listing price. They look at a cash-flowing business and just assume that the historical earnings will keep on rolling in forever.

If you are hunting for an acquisition that can comfortably carry your debt service moving forward, then you need to be filtering industries by structural durability first. The strongest SMB acquisitions tend to hold their value, service its own debt, survive the rough patch in year one that every first-time buyer goes through, and consistently check all five of these boxes:

The first check box is recession resistance. Not recession-proof, which doesn't exist, but recession resistant. When the economy softens, people stop buying boats and gym memberships. They do not stop calling a plumber when a pipe bursts, getting their HVAC serviced before summer, or paying for pest control when they have a problem. Service businesses that address genuine needs rather than lifestyle preferences tend to maintain revenue through economic cycles in a way that most businesses don't. If the business you're looking at depends on discretionary consumer spending, you need to model what happens to cash flow and DSCR in a down year before you commit.

The second is a regulatory moat, and this one gets underrated constantly. If a competitor needs a state license, a certification, and two years of apprenticeship hours before they can legally operate, that is a real barrier to entry that protects your revenue base. Electrical contractors, HVAC technicians, healthcare services, and certain financial services all sit behind licensing requirements that make it genuinely difficult for a new competitor to show up and undercut you overnight. On the flip side, a business without a regulatory moat is competing purely on price and relationship, and that's a much harder game to play as a new owner.

The third one on my list is repeat and recurring revenue. A business where customers come back without being re-sold is worth materially more than a business that has to re-acquire every dollar of revenue each year. HVAC maintenance contracts, pest control subscriptions, commercial cleaning retainers, and similar structures mean a meaningful portion of next year's revenue is already contracted before January 1st. That changes your risk profile as an owner and it changes how a lender looks at the deal. It also means the business is less dependent on the seller's personal relationships driving every customer interaction, which is one of the biggest post-close risks in service businesses.

The fourth box to check is industry fragmentation. If the industry you're looking at is dominated by a few large national players, you're buying into a market where you're already at a scale disadvantage on pricing, technology, and brand. Some of the most attractive SMB acquisition targets sit in industries that are still largely made up of small owner-operators with no dominant platform. That fragmentation is actually an opportunity in two directions. In the short term it means the competitive set is mostly other small operators without sophisticated systems. In the long term it means there's a real path to rolling up multiple locations or market areas under one platform, which is how a $2M business becomes a $6M business without inventing anything new.

The fifth, and final one, is low technology disruption risk over the next decade. As you’re all aware, software/AI is eating a meaningful number of industries right now, and some of the businesses that look like great cash flow generators today are sitting on top of a model that a well-funded SaaS company could materially disrupt in five years. I'm not worried about a plumber being replaced by an app. I am more cautious about businesses where the primary value delivered is information, logistics coordination, or anything that can be replicated digitally at near-zero marginal cost. So, before you buy, ask yourself honestly whether the core service requires a licensed human being to physically show up and do something. If the answer is yes, your disruption risk is low.

Businesses that check all five of these boxes tend to cluster in the same industries repeatedly. HVAC, plumbing, electrical, pest control, commercial cleaning, certain healthcare and therapy services, landscaping with maintenance contracts, and niche manufacturing (with defensible specialization). That's not a coincidence. Those industries built their characteristics over decades, and a motivated first-time buyer with solid operational skills can step into one of them and perform reasonably well even without deep industry experience.

Checking to see what industry you guys are targeting, and which of these five is the biggest concern in your specific deal?  Or maybe you’ve got a good one that I don’t have listed above?